Material Agreement Form 8 K

On June 28, 2024, OP SPE Borrower Parent, LLC ("SPE"), as borrower, OP SPE PHX1, LLC ("PHX1"), as borrower, and OP SPE TPA1, LLC ("TPA1"), as borrower, each an indirect wholly owned subsidiary of Offerpad Solutions Inc., entered into Amendment Number Five to the Third Amended and Restated Master Loan and Security Agreement, dated as of June 28, 2024 (the "Amendment"), which amends that certain Third Amended and Restated Master Loan and Security Agreement, dated as of June 7, 2022, by and among SPE, PHX1, TPA1, Citibank, N.A., as lender, and Wells Fargo, N.A., as calculation agent and paying agent (as amended, the "Loan Agreement").

The Amendment, among other things, (i) extends the maturity date for the facility from June 16, 2025 to June 26, 2026, (ii) extends the revolving period for the facility during which certain advances may be made, subject to the terms and conditions of the Loan Agreement, from June 16, 2025 to December 26, 2025, and (iii) reduces the senior facility committed amount from $200 million to $150 million. The foregoing does not purport to be a complete description of the terms of the Amendment and such description is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.