EXECUTION VERSION
AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT AND REAFFIRMATION OF GUARANTEES
Amendment No. 4 to Loan and Security Agreement, Waiver, and Reaffirmation of Guarantees, dated as of February 24, 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, 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.
Accordingly, Borrower, Borrower Representative, Pledgor, Guarantor, Lenders and Administrative Agent hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Loan Agreement is hereby amended as follows:
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.
ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK, N.A.
By: /s/ Mackenzie Smith
Name: Mackenzie Smith
Title: Vice President
Signature Page to Amendment No. 4 to Loan and Security Agreement
LENDER:
JPMORGAN CHASE BANK, N.A.
By: /s/ Mackenzie Smith
Name: Mackenzie Smith
Title: Vice President
Signature Page to Amendment No. 4 to Loan and Security Agreement
LENDER:
AG Mortgage Value Partners Onshore Master Fund, L.P.
By: Angelo, Gordon & Co., L.P., as manager or advisor
By: /s/ Thomas Durkin
Name: Thomas Durkin
Title:Authorized Person
AG Asset Based Credit Master Fund (B), L.P.
By: Angelo, Gordon & Co., L.P., as manager or advisor
By: /s/ Thomas Durkin
Name: Thomas Durkin
Title:Authorized Person
AG TCDRS, L.P.
By: Angelo, Gordon & Co., L.P., as manager or advisor
By: /s/ Thomas Durkin
Name: Thomas Durkin
Title:Authorized Person
AG Centre Street Partnership, L.P.
By: Angelo, Gordon & Co., L.P., as manager or advisor
By: /s/ Thomas Durkin
Name: Thomas Durkin
Title:Authorized Person
Signature Page to Amendment No. 4 to Loan and Security Agreement
BORROWER:
OFFERPAD SPE BORROWER A, LLC,
as a Borrower
By: /s/ Michael S. Burnett
Name: Michael S. Burnett
Title:Chief Financial Officer
By: /s/ Benjamin Aronovitch
Name: Benjamin Aronovitch
Title: Chief Legal Officer
Signature Page to Amendment No. 4 to Loan and Security Agreement
BORROWER REPRESENTATIVE:
OFFERPAD SPE BORROWER A, LLC
By: /s/ Michael S. Burnett
Name: Michael S. Burnett
Title:Chief Financial Officer
By: /s/ Benjamin Aronovitch
Name: Benjamin Aronovitch
Title: Chief Legal Officer
Signature Page to Amendment No. 4 to Loan and Security Agreement
PLEDGOR AND GUARANTOR:
OFFERPAD SPE BORROWER A HOLDINGS, LLC, as Pledgor
By: /s/ Michael S. Burnett
Name: Michael S. Burnett
Title:Chief Financial Officer
By: /s/ Benjamin Aronovitch
Name: Benjamin Aronovitch
Title: Chief Legal Officer
Signature Page to Amendment No. 4 to Loan and Security Agreement
LIMITED GUARANTOR:
OFFERPAD HOLDINGS LLC, as Guarantor
By: /s/ Michael S. Burnett
Name: Michael S. Burnett
Title:Chief Financial Officer
By: /s/ Benjamin Aronovitch
Name: Benjamin Aronovitch
Title: Chief Legal Officer
Signature Page to Amendment No. 4 to Loan and Security Agreement