THEREALREAL, INC. LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail • California
This LOAN AND SECURITY AGREEMENT (the “Agreement”) is entered into as of September 19, 2013, by and between Square I Bank (“Bank”) and TheRealReal, Inc. (“Borrower”).
] shares The RealReal, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail • New York
ContractWarrant Agreement • May 31st, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
THE REALREAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 28th, 2023 • TheRealReal, Inc. • Retail-miscellaneous retail • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between THE REALREAL, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF SEVERANCE AND CHANGE-IN-CONTROL AGREEMENTSeverance and Change-in-Control Agreement • November 4th, 2024 • TheRealReal, Inc. • Retail-miscellaneous retail
THIS SEVERANCE AND CHANGE-IN-CONTROL AGREEMENT (this “Agreement”), dated as of [__] (the “Effective Date”), is made by and between The RealReal, Inc., a corporation organized under the laws of the State of Delaware (the “Company”) and [__] (“Executive”). This Agreement supersedes and replaces any prior severance and change-in-control agreement that Executive may have entered into with the Company.
THE REALREAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • June 6th, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , and is between THE REALREAL, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
This Fourth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of December 28, 2015 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and THE REALREAL. INC. (“Borrower”).
LEASE AGREEMENTLease Agreement • May 22nd, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
THIS LEASE AGREEMENT is made this 14th day of March, 2016, between M & L Associates, a new Jersey general partnership (“Landlord”), and the Tenant named below.
ContractWarrant Agreement • May 31st, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
NINTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
This Ninth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of March 5, 2018, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and THE REALREAL, INC. (“Borrower”).
THIS LEASE AGREEMENT is made between Landlord and Tenant as of the Effective Date below.Lease Agreement • November 10th, 2020 • TheRealReal, Inc. • Retail-miscellaneous retail
Subject to Paragraph 13, Tenant shall surrender the Premises in the same condition as received, ordinary wear and tear, casualty loss, and condemnation covered by Paragraphs 16 and 17 excepted.
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • September 29th, 2023 • TheRealReal, Inc. • Retail-miscellaneous retail • Utah
THIS TRANSITION AND SEPARATION AGREEMENT (this “Agreement”), dated as of September 28, 2023 (the “Effective Date”), is made by and between The RealReal, Inc., a corporation organized under the laws of the State of Delaware (together with its successors and assigns, the “Company”), and Robert Julian (“Executive”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of March 13, 2014 by and between SQUARE 1 BANK (“Bank”) and THE REALREAL, INC. (“Borrower”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
This Fifth Amendment to Loan and Security Agreement (the “Amendment”), is made and entered into as of July 18, 2016 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”) and THE REALREAL, INC. (“Borrower”).
LEASE MODIFICATION AGREEMENTLease Modification Agreement • May 22nd, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
THIS LEASE MODIFICATION AGREEMENT, made this 8th day of March, 2018 by and between 35 ENTERPRISE AVENUE, L.L.C. a New Jersey limited liability company, having an office at 400 Plaza Drive, Secaucus, New Jersey 07094 (hereinafter referred to as “Landlord”) and THE REALREAL, INC. a Delaware corporation having an office at 55 Francisco Street, San Francisco, CA 94133(hereinafter referred to as “Tenant”).
EIGHTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
This Eighth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of July 27, 2017, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and THE REALREAL, INC. (“Borrower”).
TWELFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
This Twelfth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of December 19, 2018, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and THE REALREAL, INC. (“Borrower”).
FORM OF EXCHANGE AGREEMENTExchange Agreement • March 1st, 2024 • TheRealReal, Inc. • Retail-miscellaneous retail • New York
This Exchange Agreement (together with the exhibits and schedules attached hereto, this “Agreement”), dated as of February 29, 2024, is by and among The RealReal, Inc., a Delaware corporation (the “Issuer”) and [_____] (the “Noteholder”), as a holder of, as applicable, 3.00% Convertible Senior Notes due 2025 (the “Existing 2025 Notes”) and 1.00% Convertible Senior Notes due 2028 (the “Existing 2028 Notes” and together with the Existing 2025 Notes, the “Existing Notes”) issued by the Issuer under, as applicable, that certain Indenture, dated as of June 15, 2020, by and between the Issuer and U.S. Bank National Association, as trustee (the “Existing Trustee”) and that certain Indenture, dated as of March 8, 2021, by and between the Issuer and the Existing Trustee. The Issuer and the Noteholder are referred to herein collectively as the “Parties.”
THE REALREAL, INC. as Company and the Guarantors party hereto from time to time 4.25%/8.75% PIK/Cash Senior Secured Notes due 2029 ________________________ INDENTURE Dated as of February 29, 2024 ________________________ and GLAS TRUST COMPANY LLC as...Indenture • March 1st, 2024 • TheRealReal, Inc. • Retail-miscellaneous retail • New York
INDENTURE, dated as of February 29, 2024, among THE REALREAL, INC., a Delaware corporation (together with its successors and assigns, the “Company”), the Guarantors (as defined below) party hereto from time to time and GLAS TRUST COMPANY LLC, a New Hampshire limited liability company, as Trustee (in such capacity, together with its successors and assigns, the “Trustee”) and collateral agent (in such capacity, together with its successors and assigns, the “Notes Collateral Agent”).
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 31st, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
This Tenth Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of July 25, 2018, by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and THE REALREAL, INC. (“Borrower”).
SECURITY AGREEMENT among THE REALREAL, INC.,Security Agreement • May 7th, 2024 • TheRealReal, Inc. • Retail-miscellaneous retail • New York
Table of Contents ARTICLE I DEFINITIONS AND INTERPRETATION SECTION 1.1. Definitions. ARTICLE II GRANT OF SECURITY AND OBLIGATIONS SECTION 2.1. Grant of Security Interest SECTION 2.2. Security for Obligations SECTION 2.3. Filings ARTICLE III PERFECTION; SUPPLEMENTS; FURTHER ASSURANCES; USE OF COLLATERAL SECTION 3.1. Delivery of Certificated Securities Collateral SECTION 3.2. Perfection of Uncertificated Securities Collateral SECTION 3.3. Financing Statements and Other Filings; Maintenance of Perfected Security Interest SECTION 3.4. Other Actions SECTION 3.5. Joinder of Additional Pledgors SECTION 3.6. Supplements; Further Assurances SECTION 3.7. Notes Collateral Agent’s Right to Perform Contracts, Exercise Rights, etc SECTION 3.8. Certain Excluded Perfection Actions ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS SECTION 4.1. Title SECTION 4.2. Validity of Security Interest SECTION 4.3. Defense of Claims; Transferability of Collateral SECTION 4.4. Other Financing Statements SECTION
THIS LEASE AGREEMENT is made between Landlord and Tenant as of the Effective Date below.Lease Agreement • May 31st, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
WARRANT AGENCY AGREEMENTWarrant Agency Agreement • March 1st, 2024 • TheRealReal, Inc. • Retail-miscellaneous retail • New York
WARRANT AGENCY AGREEMENT dated as of February 29, 2024 (this “Agreement”) between The RealReal, Inc., a Delaware corporation (the “Company”), and Computershare, Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 22nd, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
This Sixth Amendment to Loan and Security Agreement (the “Amendment”) is made and. entered into as of September 16, 2016 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”). and THE REALREAL, INC. (“Borrower”).
ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 22nd, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
This Eleventh Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of August 9, 2018 by and between PACIFIC WESTERN BANK, a California state chartered bank (“Bank”), and THE REALREAL, INC. (“Borrower”).
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 22nd, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
This Third Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of March 28, 2017 by and between PACIFIC WESTERN BANK (“Bank”) and THE REALREAL, INC. (“Borrower”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 22nd, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
This Third Amendment to Loan and Security Agreement (the “Amendment”) is made and entered into as of September 25, 2014 by and between SQUARE I BANK (“Bank”) and THE REALREAL, INC. (“Borrower”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 22nd, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail
This Second Amendment to Loan and Security Agreement (the “Amendment”), is made and entered into as of August 5, 2014 by and between SQUARE I BANK (“Bank”) and THE REALREAL, INC. (“Borrower”).
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 29th, 2023 • TheRealReal, Inc. • Retail-miscellaneous retail • Utah
THIS CONSULTING AGREEMENT (the “Consulting Agreement”) is effective as of September 28, 2023, by and between The RealReal, Inc., a corporation organized under the laws of the State of Delaware (together with its successors and assigns, the “Company”), and Robert Julian, (“Consultant”) (Consultant and the Company collectively, the “Parties”).
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • August 9th, 2021 • TheRealReal, Inc. • Retail-miscellaneous retail • California
THIS TRANSITION AND SEPARATION AGREEMENT (this “Agreement”), dated as of August 6, 2021, is made by and between The RealReal, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Matt Gustke (“Executive”).
THE REALREAL, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 31st, 2019 • TheRealReal, Inc. • Retail-miscellaneous retail • Delaware
This Seventh Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of March 22, 2019, by and among The RealReal, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder” and any Additional Investor (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • June 7th, 2022 • TheRealReal, Inc. • Retail-miscellaneous retail • California
THIS TRANSITION AND SEPARATION AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2022 (the “Effective Date”), by and between The RealReal, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and Julie Wainwright (the “Executive”).
SEPARATION AGREEMENTSeparation Agreement • November 4th, 2024 • TheRealReal, Inc. • Retail-miscellaneous retail • Delaware
THIS SEPARATION AGREEMENT (this “Agreement”), dated as of October 28, 2024 (the “Separation Date”), is made by and between The RealReal, Inc., a corporation organized under the laws of the State of Delaware (together with its successors and assigns, the “Company”), and John E. Koryl (“Executive”).
