Ninth Amendment to Loan and Security Agreement dated as of March 5, 2018 by and between The RealReal, Inc. and Pacific Western Bank

Exhibit 10.12

*Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed.

NINTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT

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”).

RECITALS

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:

(d) Term Out of Non-Formula Advances. The Non-Formula Advances outstanding on the Non-Formula Revolving Maturity Date shall amortize, automatically and without further action by either party hereto, as follows:

(i) the aggregate principal amount of Non-Formula Advances outstanding on the Non-Formula Revolving Maturity Date (the “Termed-Out Non-Formula Advances”) shall be payable in 30 equal monthly installments of principal, plus all accrued interest thereon, beginning on July 31, 2018 (the “Term Out Date”), and continuing on the last day of each month thereafter through the Termed Out Maturity Date, at which time all amounts due in connection with the Non-Formula Revolving Line, including the Termed-Out Non-Formula Advances, shall be immediately due and payable; and

(ii) Borrower may not request additional Non-Formula Advances after the Term Out Date, and Termed-Out Non-Formula Advances, once repaid, may not be reborrowed. Borrower may prepay the Termed-Out Non-Formula Advances without penalty or premium.

(a) Interest Rates.

(i) Refinance Term Loan. Except as set forth in Section 2.3(b), the Refinance Term Loan shall bear interest, on the outstanding daily balance thereof, at a variable annual rate equal to 0.35% above the Prime Rate then in effect.

(ii) Non-Formula Advances. Except as set forth in Section 2.3(b), each of the Non-Formula Advances, as applicable, shall bear interest, on the outstanding daily balance thereof, at a variable annual rate equal to 0.35% above the Prime Rate then in effect.

(d) Ninth Amendment First Success Fee. Within [***] following the occurrence of the Funding Milestone, a fee equal to $[***], which shall be non-refundable and may be debited from any of Borrower’s accounts.

(a) Ninth Amendment Second Success Fee. Upon the occurrence of a Liquidity Event, a fee equal to $75,000. This Section 2.5(e) shall survive any termination of this Agreement.

6.7 Financial Covenants. Borrower shall at all times maintain the following financial ratios and covenants:

(a) Minimum Revenue. Measured monthly and calculated on a trailing three-month-basis, Borrower shall achieve minimum Revenue of at least the amounts shown in the table immediately below for the corresponding reporting periods. For subsequent reporting periods, Bank and Borrower hereby agree that, on or before January 15 of each year during the term of this Agreement, Borrower shall provide to Bank with a budget for the upcoming calendar year, which shall be approved by Borrower’s Board of Directors, and Bank shall use that budget to establish the minimum Revenue amounts for the upcoming year, with such amounts being incorporated herein by an amendment, which Borrower hereby agrees to execute.

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(b) Minimum Cash Plus Accounts. A balance of Minimum Cash Plus Accounts of not less than $[***] (the “Minimum Cash Plus Accounts Threshold”), monitored on a daily basis; provided, however, that from the Ninth Amendment Effective Date through [***], the Minimum Cash Plus Accounts Threshold shall instead be $[***].

(c) Term Sheet Milestone. Borrower shall have achieved the Term Sheet Milestone.

(d) Funding Milestone. Borrower shall have achieved the Funding Milestone.

“Funding Milestone” means Borrower’s consummation of, and receipt of the funding specified in, the transaction underlying the Term Sheet on or prior to June 30, 2018.

“Minimum Cash Plus Accounts” means the sum of: (i) Cash at Bank, plus Cash at a Bank Affiliate subject to an account control agreement reasonably acceptable to Bank, plus (ii) 100% of net Accounts less than 90 days from invoice date (as determined by Bank after its review of aged listings by invoice date of accounts receivable, as delivered by Borrower to Bank pursuant to Section 6.2(b) hereof).

“Ninth Amendment Effective Date” means March 5, 2018.

“Non-Formula Revolving Maturity Date” means July 31, 2018.

“Termed Out Maturity Date” means January 31, 2021.

“Term Sheet Milestone” means Borrower’s delivery to Bank, after the Ninth Amendment Effective Date but on or before May 15, 2018, an executed and accepted term sheet for the sale or issuance of Borrower’s equity securities or Subordinated Debt securities evidencing a commitment by certain parties to fund at least $50,000,000 net Cash proceeds to Borrower, all to investors, and on terms and conditions, acceptable to Bank (the “Term Sheet”).

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a) this Amendment, duly executed by Borrower;

b) a Pledge and Security Agreement, whereby any obligations arising under or related to any credit card services provided to Borrower by Bank are cash-secured to the satisfaction of Bank, duly executed by Borrower;

c) payment for all Bank Expenses, including Bank’s expenses in the documentation of this Amendment and any related documents, and any UCC, good standing or intellectual property search or filing fees, which may be debited from any of Borrower’s accounts; and

d) such other documents and completion of such other matters, as Bank may reasonably deem necessary or appropriate.

Signature Page Follows

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above written.

(Signature Page to Ninth Amendment to Loan and Security Agreement)

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