*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 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).
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:
|1) || |
Bank hereby waives Borrowers violation of the Minimum Gross Revenue covenant, as more specifically described in Section 6.7(a) of the Agreement (as such section is in effect immediately prior to the execution of this Amendment) , for the reporting period ending January 31.
|2) || |
Bank hereby waives Borrower s violation of the Minimum EBITDA covenant, as more specifically described in Section 6.7(b) of the Agreement (as such section is in effect immediately prior to the execution of this Amendment) , for the reporting period ending January 31, 2017.
|3) || |
Section 2.1(b)(ii) of the Agreement is hereby amended and restated, as follows:
(ii) Interest shall accrue from the date of the Term Loan at the rate specified in Section 2.3(a), and prior to the Interest Only End Date shall be payable monthly beginning on the first day of the month next following the Term Loan, and continuing on the same day of each month thereafter. Any portion of the Term Loan that is outstanding on the Interest Only End Date shall be payable in 36 equal monthly installments of principal, plus all accrued interest , beginning on the date that is one month immediately following the Interest Only End Date, and continuing on the same day of each month thereafter through the Term Loan Maturity Date, at which time all amounts due in connection with the Term Loan and any other amounts due under this Agreement shall be immediately due and payable. The Term Loan, once repaid, may not be reborrowed. Borrower may prepay all or any portion of the Term Loan without penalty or premium.
|4) || |
A new Section 6.7(a) of the Agreement is hereby amended and restated, as follows:
(a) Minimum Gross Revenue. Borrower s monthly Gross Revenue, measured as of the last day of each calendar month on a trailing-three-month no n-cumulative basis , shall be not less than the levels set forth in the table immediately below. Bank and Borrower hereby agree that, on or before February 15 of each year during the term of this