Exhibit 10.1
AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT AND REAFFIRMATION OF GUARANTEES
Amendment No. 5 to Loan and Security Agreement, Waiver, and Reaffirmation of Guarantees, dated as of September 5, 2023 (this
Amendment), among OFFERPAD SPE BORROWER A, LLC, as borrower (Borrower), OFFERPAD SPE BORROWER A, LLC, as borrower representative (Borrower Representative), OFFERPAD SPE BORROWER A HOLDINGS,
LLC, as pledgor and guarantor (Pledgor), OFFERPAD HOLDINGS LLC, as limited guarantor (Guarantor), JPMORGAN CHASE BANK, N.A., as a lender, AG MORTGAGE VALUE PARTNERS ONSHORE MASTER FUND, L.P., as a lender, AG
ASSET BASED CREDIT MASTER FUND (B), L.P., as a lender, AG TCDRS, L.P., as a lender, AG CENTRE STREET PARTNERSHIP, L.P., as a lender and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent acting for and on behalf of Lenders
(Administrative Agent).
RECITALS
Borrower, Borrower Representative, Lenders and Administrative Agent are parties to that certain Loan and Security Agreement, dated as of
September 10, 2021 (as amended by Amendment No. 1 to Loan and Security Agreement, dated as of December 16, 2021, as further amended by Amendment No. 2 to Loan and Security Agreement, dated as of September 21, 2022, as
further amended by Amendment No. 3 to Loan and Security Agreement, dated as of December 21, 2022, as further amended by Amendment No. 4 to Loan and Security Agreement, dated as of February 24, 2023, the Existing Loan
Agreement, as further amended by this Amendment, the Loan Agreement). Pledgor is a party to that certain Guaranty Agreement, dated as of September 10, 2021, made in favor of Administrative Agent (the
Guaranty Agreement). Guarantor is a party to that certain Limited Guaranty, dated as of September 10, 2021, made in favor of Administrative Agent (the Limited Guaranty). Capitalized terms used but not
otherwise defined herein shall have the meanings given to them in the Existing Loan Agreement.
Borrower, Borrower Representative,
Pledgor, Guarantor, Lenders and Administrative Agent have agreed, subject to the terms and conditions of this Amendment, that the Existing Loan Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Loan
Agreement.