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...Supplemental 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”).
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”).
