*Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.
LOAN AND SECURITY AGREEMENT
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).
Borrower and Bank are parties to that certain Loan and Security Agreement, dated as of September 19, 2013 (the Agreement). The parties desire to amend the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
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The following new Section 2.l(c) is hereby added to the Agreement, as follows:
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Usage of Credit Card Services Under the Credit Card Line.
(i) Usage Period. Subject to and upon the terms and conditions of this Agreement, at any time from the Fifth Amendment Effective Date through the Credit Card Line Maturity Date, Borrower may use Credit Card Services, in amounts and upon terms as restricted in Section 2.l(c)(ii) below.
(ii) Credit Card Services. Subject to and upon the terms and conditions of this Agreement, Borrower may request Credit Card Services from Bank. The aggregate amount of Credit Card Services outstanding at any time shall not exceed the Credit Card Line. The terms and conditions (including repayment and fees) of such Credit Card Services shall be subject to the terms and conditions of the Banks standard forms of applications and agreements for the Credit Card Service provided, each of which Borrower hereby agrees to execute.
(iii) Collateralization of Obligations Extending Beyond Maturity. If Borrower has not cash secured its obligations with respect to any Credit Card Services by the Credit Card Line Maturity Date, then, effective as of such date, the balance in any deposit accounts held by Bank and the certificates of deposit or time deposit accounts issued by Bank in Borrowers name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates or accounts), shall automatically secure such obligations to the extent of the then continuing or outstanding Credit Card Services. Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the applicable Credit Card Services are outstanding or continue.