Fifth Amended and Restated Loan and Security Agreement, dated as of March 31, 2021, by and among OfferPad (SPVBorrower1), LLC, LL Private Lending Fund, L.P., LL Private Lending Fund II, L.P. and LL Funds, LLC

Exhibit 10.21

FIFTH AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

by and among

OFFERPAD (SPVBORROWER1), LLC,

as Borrower,

LL PRIVATE LENDING FUND, L.P.,

as Senior Lender,

LL PRIVATE LENDING FUND II, L.P.

as Mezz Lender,

and

LL FUNDS, LLC,

as Collateral Agent for Lenders

Dated as of March 31, 2021

TABLE OF CONTENTS

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FIFTH AMENDED AND RESTATED

LOAN AND SECURITY AGREEMENT

This FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of March 31, 2021, by and among (a) OFFERPAD (SPVBORROWER1), LLC (“Borrower”), as Borrower, (b) LL PRIVATE LENDING FUND, L.P. (“Senior Lender”), as lender under the Revolving Senior Loan, (c) LL PRIVATE LENDING FUND II, L.P. (“Mezz Lender”), as lender under the Revolving Mezz Loan, and (d) LL FUNDS, LLC, as collateral agent for Lenders (the “Collateral Agent”).

RECITALS

WHEREAS, Borrower wishes to acquire, improve, offer for rent and sell certain single-family real estate properties and has requested that Lenders agree to provide certain loan funds in the ordinary course of business of Borrower and the Guarantors (as defined below) for the acquisition and improvement of the same;

WHEREAS, Lenders are willing to make loans to Borrower, with provision for multiple advances, pursuant to the terms hereof;

WHEREAS, Lenders, Collateral Agent, Borrower and the other parties party thereto entered into a Loan and Security Agreement, dated as of October 26, 2016, and, thereafter, have entered into a number of amendments and restatements with respect thereto (such agreement, as so amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Original Loan and Security Agreement”); and

WHEREAS, Lenders, Collateral Agent and Borrower wish to further amend and restate the Original Loan and Security Agreement as provided herein. Lenders, Collateral Agent and Borrower agree that it is their respective intent that the security interests granted in connection with the Original Loan and Security Agreement shall remain in full force and effect under this Agreement, and such security interests shall secure the Obligations (as defined below) incurred hereunder. Lenders, Collateral Agent and Borrower further agree that it is their respective intent that nothing herein shall constitute a novation or a termination of the obligations under the Original Loan and Security Agreement.

NOW, THEREFORE, based on the foregoing recitals, and in consideration of the granting by Lenders of financial accommodations to or for the benefit of Borrower, including, without limitation, respecting the Obligations, Borrower represents and agrees with Lenders, as of the date hereof and as of the date of each loan, credit and/or other financial accommodation, as follows:

1. DEFINITIONS

1.1. Accounting Terms and Other Definitions. Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in this Section 1. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. The term “continuing” in the context of an Event of Default means that the Event of Default has not been remedied (if capable of being remedied) or waived. As used in this Agreement, the following capitalized terms have the following meanings:

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2. THE LOAN

2.1. REVOLVING ADVANCES

2.1.1. Revolving Senior Advances. Subject to the terms and conditions of this Agreement and provided that there is no continuing uncured Event of Default, (a) Senior Lender hereby agrees to make a loan (the “Revolving Senior Loan”) comprised of revolving advances (the “Revolving Senior Advances”) to or for the account of Borrower, upon Borrower’s request therefor, in an aggregate amount of up to the Revolving Senior Loan Amount. The Revolving Senior Loan shall be evidenced by the Revolving Senior Note. Senior Lender’s agreement to make any advances pursuant to this Agreement and evidenced by the Revolving Senior Note shall expire on the last day of the Availability Period (the period during which Borrower can request advances herein with respect to the Revolving Senior Loan is referred to as the “Senior Availability Period” for such Revolving Senior Loan). Amounts borrowed hereunder may be repaid and, prior to the expiration of the Senior Availability Period, reborrowed, subject to the applicable terms and conditions precedent herein.

2.1.2. Revolving Mezz Advances. Subject to the terms and conditions of this Agreement and provided that there is no continuing uncured Event of Default, (a) Mezz Lender hereby agrees to make a loan (the “Revolving Mezz Loan”) comprised of revolving advances (the “Revolving Mezz Advances”) to or for the account of Borrower, upon Borrower’s request therefor, in an aggregate amount of up to the Revolving Mezz Loan Amount. The Revolving Mezz Loan shall be evidenced by the Revolving Mezz Note. Mezz Lender’s agreement to make any advances pursuant to this Agreement and evidenced by Revolving Mezz Note shall expire the last day of the Availability Period (the period during which Borrower can request advances herein with respect to the Revolving Mezz Loan is referred to as the “Mezz Availability Period”). Amounts borrowed hereunder may be repaid and, prior to the expiration of the Mezz Availability Period, reborrowed, subject to the applicable terms and conditions precedent herein.

2.1.3. Protective Advances. Any Lender may make one or more Revolving Advances for any reason in such Lender’s good faith judgment, without Borrower’s compliance with any of the conditions of this Agreement and the other Loan Documents, and (i) disburse the proceeds directly to third Persons in order to protect Collateral Agent’s interest in the Collateral or to perform any obligation under this Agreement and the other Loan Documents or otherwise to enhance the likelihood of repayment of the Obligations, or (ii) apply the proceeds to outstanding Obligations then due and payable (such Revolving Advance, a “Protective Advance”).

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2.1.4. Limitation on Revolving Advances Based on Inventory to Sales Ratio. Notwithstanding anything otherwise set forth herein or in any other Loan Document, neither Senior Lender nor Mezz Lender shall have any obligation to make any Revolving Advances at any time after the Inventory to Sales Ratio with respect to Borrower equals or exceeds 1.5 and until the Inventory to Sales Ratio falls below 1.25.

2.2. CONDITIONS TO REVOLVING ADVANCES

2.2.1. Conditions Precedent to Initial Revolving Advance. The obligation of each Lender to make an initial Revolving Advance is subject to the condition precedent that such Lender shall have received, in form and substance reasonably satisfactory to such Lender:

2.2.2. Conditions Precedent to all Revolving Advances. The obligation of each Lender to make a Revolving Advance and each other extension of credit to or on account of Borrower (including the initial Revolving Advance and the first extension of credit) shall be subject to the conditions precedent that, on the date of each Revolving Advance or each extension of credit and after the making of such Revolving Advance or extension of credit:

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2.2.3. Covenant to Deliver. Borrower and Guarantors shall each deliver to Lenders, each item required to be delivered to Lenders under this Agreement and the other Loan Documents as a condition precedent to any Revolving Advances. A Revolving Advance made prior to the receipt by either or both Lenders of any such item shall not constitute a waiver by Lenders of Borrower’s and/or any Guarantor’s obligation to deliver such item, and the making of any Revolving Advance in the absence of a required item shall be in each Lender’s reasonable discretion.

2.3. Procedure for Requesting Revolving Advances.

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2.4. Payment of Principal and Interest.

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Without limiting the foregoing, (A) if an Auction Purchase does not become an Approved Auction Purchase within 45 days of the date of the Auction Advance with respect to such Auction Purchase or (B) upon a court having jurisdiction over an Auction finally determining that it will not approve such Auction Purchase, Borrower shall, within five days of the deadline set forth in subsection (A) of this sentence or, if earlier, within five days of the date of the court determination set forth in subsection (B) of this sentence, repay each such Revolving Advance made with respect to such Auction Purchase (and any accrued interest thereon).

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On the 360-day anniversary of each SFR Advance (the “SFR 1-Year Anniversary”), Borrower shall, at its expense, obtain a valuation of the underlying SFR Portfolio Property (the result of such valuation, the “SFR Valuation”). Borrower shall repay each such SFR Advance, in accordance with the payment allocations set forth in Section 2.4(i), in an amount equal to the SFR Valuation Percentage (as defined in the Pricing Side Letter) of the SFR Valuation every 30 days following the SFR 1-Year Anniversary until such SFR Advance is fully repaid.

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2.5. Maturity and Extension.

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2.6. Making of Revolving Advances. Each Revolving Advance shall be conclusively deemed to have been made at the request of and for the benefit of Borrower when paid in accordance with Borrower’s written instructions.

2.7. Monthly Statement. At the option of Senior Lender and/or Mezz Lender, in each case in their sole discretion, after the end of each calendar month, Senior Lender and/or Mezz Lender may render to Borrower a written statement of the Revolving Senior Loan account and Revolving Mezz Loan account, as the case may be, showing all applicable credits and debits. Each statement shall be considered correct and to have been accepted by Borrower and shall be conclusively binding upon Borrower in respect of all charges, debits and credits of whatsoever nature contained therein respecting the applicable Revolving Advances, and the closing balance shown therein, unless Borrower notifies the applicable Lender in writing of any discrepancy within twenty (20) days of the issuance of such statement by such Lender to Borrower.

3. SECURITY INTEREST CREATED; OBLIGATIONS SECURED.

3.1. Appointment of Collateral Agent. Each of Senior Lender and Mezz Lender hereby appoint the Collateral Agent (and the Collateral Agent hereby accepts such appointment) to take any action including, without limitation, the registration of any Collateral in the name of the Collateral Agent or its nominees prior to or during the continuance of an Event of Default, the exercise of voting rights upon the occurrence and during the continuance of an Event of Default,

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the application of any cash collateral received by the Collateral Agent to the payment of the Obligations, the making of any demand under the Loan Documents, the exercise of any remedies given to Lenders or the Collateral Agent pursuant to the Loan Documents and the exercise of any authority pursuant to the appointment of the Collateral Agent as an attorney-in-fact that the Collateral Agent deems necessary or proper for the administration of the Collateral pursuant to the Loan Documents. Upon realizing on any of the Collateral in accordance with the Loan Documents, the Collateral Agent shall promptly distribute any cash or Collateral in accordance with the term hereof (including, without limitation, Section 2.4(i)) to Lenders and, if applicable, Borrower. Lenders must notify Collateral Agent in writing of the existence of future Obligations owed by Borrower to Lenders. The Collateral Agent will not be required to act hereunder in connection with future Obligations the existence of which was not disclosed in writing to the Collateral Agent nor will the Collateral Agent be required to act on behalf of any assignee of Obligations without the written consent of Collateral Agent. The Collateral Agent will not be responsible or liable for any action taken or omitted to be taken by it hereunder or any other Loan Document except for an inaction or inaction arising from Collateral Agent’s own gross negligence or willful misconduct.

3.2. Grant of Security Interest. Borrower hereby grants to the Collateral Agent, for the benefit of Senior Lender and Mezz Lender, to secure the payment and performance in full of all of the Obligations owed to either or both of them, a continuing security interest in, and assigns by way of collateral to the Collateral Agent, for the benefit of Senior Lender and Mezz Lender, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.

3.3. Financing Statements. Borrower hereby authorizes the Collateral Agent, for the benefit of Senior Lender and Mezz Lender, to prepare and file financing statements with respect to the security interests granted hereby, continuation statements with respect thereto, and any amendments to such financing statements that may be necessitated to continue to perfect each such Lender’s interest in the Collateral. Borrower agrees that, notwithstanding any provision in the Code to the contrary, Borrower shall not file a termination statement with respect to any financing statement filed by the Collateral Agent in connection with any security interest granted under this Agreement if the Collateral Agent reasonably objects to the filing of such termination statement.

3.4. Insurance. All liability insurance policies (with the exception of worker’s compensation insurance to the extent not available under statutory law) shall designate each Lender and its successors and assigns as additional insureds as their interests may appear.

3.5. Further Assurances. The Collateral Agent, for the benefit of Senior Lender and Mezz Lender, shall at all times have a perfected security interest in the Collateral that shall be prior to any other interests therein other than Liens permitted under Section 6.2. Borrower shall do all acts and things, shall execute and file all instruments (including security agreements, UCC financing statements, continuation statements, etc.) requested by Collateral Agent to establish, maintain and continue the perfected security interest in the Collateral and shall promptly on demand pay all reasonable and documented out-of-pocket costs and expenses of (i) filing and recording, including the costs of any searches reasonably deemed necessary by Collateral Agent from time to time to establish and determine the validity and the continuing priority of such security interest, and (ii) all other claims and charges that in the reasonable opinion of Collateral Agent might prejudice, imperil or otherwise affect the Collateral or security interest thereon.

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Borrower agrees that a carbon, photographic or other reproduction of a security agreement or financing statement shall be sufficient as a financing statement. The Collateral Agent is hereby irrevocably appointed as attorney-in-fact for Borrower to take any of the foregoing actions requested of Borrower by Collateral Agent if Borrower should fail to take such actions, which appointment shall be deemed coupled with an interest.

3.6. Cross Collateralization. Borrower acknowledges that the Revolving Senior Advances and Revolving Mezz Advances and all other Obligations owed to Senior Lender and Mezz Lender are, and shall at all times be, cross collateralized. Borrower acknowledges that the Obligations owed to Senior Lender and Mezz Lender are cross guaranteed by the Guarantors and cross defaulted.

3.7. Subordination of Mezz Loans; Turnover. Notwithstanding anything herein or otherwise to the contrary, each of Senior Lender and Mezz Lender, respectively, agree that Revolving Mezz Advances made by Mezz Lender will be subordinate and junior with respect to the Collateral and right of payment to the Revolving Senior Advances made by Senior Lender. At any time as there is a continuing and uncured Event of Default and/or from and after the Sequential Date, (a) no payments in respect of a Revolving Mezz Loans may be made to Mezz Lender until all Obligations owed to the related Senior Lender have been paid in full and (b) all dispositions from any Collateral or any other amounts available shall be paid by the Collateral Agent to Senior Lender in respect of the Revolving Senior Advances. Mezz Lender agrees to forebear and not take any action to enforce its rights under (or in connection with) this Agreement, the other Loan Documents, the Servicing Agreement or otherwise (including, without limitation, any rights arising at law or in equity) until and unless Senior Lender has been paid in full for all Obligations owed to it; provided, however, Mezz Lender may take any action solely for the purpose of preserving its rights in the Collateral and against Borrower such as the giving of notice of an Event of Default. If and to the extent that Mezz Lender received or receives any payment from Borrower, Guarantors, Collateral Agent or otherwise to which it is not entitled under this Agreement and the other Loan Documents (including, without limitation, because Senior Lender has not been repaid in full with respect to any Advances on account of a particular Portfolio Property), Mezz Lender shall be deemed to hold such amount in trust for Senior Lender and shall promptly turnover such amount to Senior Lender without any need for Senior Lender to make a demand therefor.

3.8. No Other Indebtedness. Borrower shall not incur any Indebtedness, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation or assuming liability for the debts of any other Person and Borrower will not hold itself out as being liable for the debts of any other Person) except as expressly permitted hereunder. Except as permitted pursuant to Section 6.2, no Indebtedness other than the Revolving Senior Loan and the Revolving Mezz Loan or any other obligations to any Lender making such Loans may be secured (subordinate or pari passu) by the Collateral or any portion thereof.

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4. REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants as follows to Lenders that, as of the Fifth Amendment Effective Date:

4.1. Organization and Qualification. Borrower and each Guarantor is duly existing and in good standing in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change.

4.2. Valid Obligations; Compliance with Laws. The execution, delivery and performance by Borrower and each Guarantor of the Loan Documents to which it is a party (a) have been duly authorized by all necessary action and each represents a legal, valid and binding obligation of Borrower and is fully enforceable according to its terms, except as limited by laws regarding the enforcement of creditors’ rights or equitable principles and (b) do not (i) conflict with Borrower’s or any Guarantor’s Organizational Documents, (ii) contravene, conflict with, constitute a default under or violate any Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any Guarantor or any of its respective property or assets may be bound or affected, (iv) subject to any perfection requirement, require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority, or (v) constitute an event of default under any material agreement by which Borrower or any Guarantor is bound to an extent or in a manner which has or is reasonably likely to cause a Material Adverse Change. Borrower and each Guarantor has obtained all necessary consents to enter into this Agreement and the other Loan Documents, as applicable. Neither Borrower nor any Guarantor is in default under any agreement to which it is a party or by which it may be bound in which the default could reasonably be expected to cause a Material Adverse Change. Borrower and each Guarantor, having consulted with outside counsel, is in material compliance with all laws applicable to it in the states in which it does business and there is no material conflict with the business conducted by Borrower and each Guarantor and relevant state laws. The Revolving Senior Advances and Revolving Mezz Advances will be made to Borrower in the ordinary course of Borrower’s business and used exclusively for the acquisition and improvement of single-family real estate properties.

4.3. Subsidiaries. Borrower has no subsidiaries other than those listed on Schedule 4.3, if any, and Borrower has never consolidated, merged or acquired substantially all of the assets of any other entity or Person other than those listed on Schedule 4.3, if any.

4.4. Corporate Records. The articles of organization and all amendments thereto for Borrower and each Guarantor have been duly filed and are in proper order.

4.5. Title to Properties; Absence of Liens. Borrower and each Guarantor has good and clear record and marketable title to all of its respective properties and assets, and all Portfolio Properties, as well as any other property held by Borrower, are free and clear of all Liens, other than the security interest granted to the Collateral Agent or Lenders under the Loan Documents or under any other agreement between Borrower and any Lender or as otherwise permitted under Section 6.2.

4.6. Places of Business. Borrower’s chief executive office is correctly stated in the signature lines to this Agreement. Borrower shall, during the term of this Agreement, keep each of Lenders currently and accurately informed in writing of each of its other places of business, and shall not change the location of such chief executive office or open or close, move or change any existing or new place of business without giving each Lender at least thirty (30) days prior written notice thereof.

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4.7. Litigation. There are no actions, suits or proceedings pending or to the knowledge of Borrower threatened against Borrower or any Guarantor which might materially adversely affect the ability of Borrower or any Guarantor to conduct its respective business or to pay or perform the Obligations.

4.8. Taxes. Borrower and each Guarantor has filed all federal, state and other tax returns required to be filed (except for such returns for which current and valid extensions have been filed), and all taxes, assessments and other governmental charges due from Borrower have been fully paid. Borrower and each Guarantor have established on its books reserves adequate for the payment of all federal, state and other tax liabilities (if any), that are being contested in good faith by appropriate proceedings.

4.9. Restriction on Use of Proceeds. No portion of any Revolving Advance is to be used for personal, family or household purposes. The Collateral is not used or acquired in any respect for personal, family or household purposes of the Borrower and the Guarantors.

4.10. Flood Insurance. To Borrower’s knowledge, after due diligence and inquiry, no Portfolio Property it acquired (or purported to acquire) is located within any designated flood plain or special flood hazard area; or there is flood insurance covering direct physical damage to such Portfolio Property in an amount equal to the least of: (a) the maximum amount of flood insurance available to Borrower through the federal government’s National Flood Insurance Program; (b) the replacement cost of the improvements on the Property; and (c) an amount equal to the Revolving Senior Advance and Revolving Mezz Advance applicable thereto.

4.11. Financial Statements; Financial Condition. All financial statements for Borrower and each Guarantor delivered to Lenders fairly present in all material respects the financial condition of Borrower or such Guarantor, as the case may be. There has not been any material deterioration in the financial condition of Borrower or any Guarantor since the date of the most recent financial statements submitted to Lenders.

4.12. Solvency. The fair salable value (taken on a going concern basis) of Borrower’s and each Guarantor’s respective assets exceeds the fair value of its liabilities; Borrower and each Guarantor is not left with unreasonably small capital after effecting the transactions in this Agreement or any of the other Loan Documents; and Borrower and each Guarantor is able to pay its debts (including trade debts) as they mature.

4.13. No Debt or Payment Obligations; Separateness. Borrower has not incurred any debt or other payment obligations since its formation. At all times since its formation, Borrower has operated in a manner so as to maintain Borrower’s identity as a separate legal entity and to make it apparent to third Persons that Borrower is an entity with assets and liabilities distinct from those of any of its Affiliates and any other Person, and is not a division of any Affiliate or any other Person. Without limiting the generality of the immediately preceding sentence, Borrower has operated since its formation in a manner consistent with the requirements of Section 5.7(a) through (g).

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4.14. Full Disclosure. No representation, warranty or other statement of Borrower or any Guarantor in any of the Loan Documents related certificate or written statement given to Lenders, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statements given to Lenders, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading in any material respect.

5. AFFIRMATIVE COVENANTS

5.1. Use of Proceeds. Borrower shall use the proceeds of the Revolving Senior Advances and Revolving Mezz Advances solely (a) as working capital and (b) to fund Borrower’s general business requirements to acquire and improve certain single-family residential real estate property (including, without limitation, through Buyer Boost Purchases and/or SFR Purchases), and not for personal, family, household or agricultural purposes of the Borrower and the Guarantors.

5.2. Government Compliance. Borrower shall (a) maintain its legal existence and good standing in its jurisdiction of formation and maintain qualification in each jurisdiction in which the failure to so qualify could reasonably be expected to cause a Material Adverse Change and (b) comply with all laws, ordinances and regulations to which it is subject, noncompliance with which could reasonably be expected to cause a Material Adverse Change.

5.3. Payments and Performance. Borrower will duly and punctually pay all Obligations owed by it becoming due to Senior Lender and Mezz Lender hereunder and will duly and punctually perform all Obligations on its part to be done or performed under this Agreement.

5.4. Books and Records; Inspection. Borrower will at all times keep proper books of account in which full, true and correct entries will be made of its transactions in accordance with GAAP, consistently applied and which are acceptable to Lenders, adequate to determine fairly the financial condition and the results of operations of Borrower. Borrower will at all reasonable times make its books and records available in its offices for inspection and examination by either Lender and such Lender’s representatives and will permit inspection of any Portfolio Property (including, without limitation, appraisals thereof) at Borrower’s sole expense, and all of its properties by such Lender and such Lender’s representatives. Borrower will from time to time furnish Lenders with such information and statements as any Lender may request in its sole discretion with respect to the Obligations or Collateral Agent’s security interest in the Collateral. Borrower shall, during the term of this Agreement, keep Lenders currently and accurately informed in writing of each location where Borrower’s records relating to its accounts and contract rights are kept, and shall not remove such records to another state without giving each Lender at least thirty (30) days prior written notice thereof. Any information provided by Borrower to one Lender shall be furnished substantially contemporaneously to the other Lender.

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5.5. Financial Statements. Borrower will furnish to each Lender:

5.6. Conduct of Business. Borrower will maintain its existence in good standing and comply with all laws and regulations of the United States and of any state or states thereof and of any political subdivision thereof, and of any Governmental Authority which may be applicable to it or to its business, except where the failure to do so could not reasonably be expected to cause a Material Adverse Change; provided that this covenant shall not apply to any tax, assessment or charge which is being contested in good faith and with respect to which reserves have been established and are being maintained.

5.7. Separateness. Notwithstanding anything herein to the contrary, Borrower acknowledges that each Lender is entering into the transactions contemplated by this Agreement in reliance upon Borrower’s identity as a legal entity separate from each of its Affiliates. Therefore, from and after the date hereof, Borrower shall take all reasonable steps to continue Borrower’s identity as a separate legal entity and to make it apparent to third Persons that Borrower is an entity with assets and liabilities distinct from those of any of its Affiliates and any other Person, and is not a division of any Affiliate or any other Person. Without limiting the generality of the foregoing, each Loan Party shall take such actions as shall be required in order that:

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5.8. Taxes. Borrower will promptly pay all real and personal property taxes, assessments and charges and any franchise, income, unemployment, old age benefits, withholding, sales and other taxes assessed against it or payable by it before delinquent; provided that this covenant shall not apply to any tax assessment or charge which is being contested in good faith and with respect to which reserves have been established and are being maintained.

5.9. Notification of Default. Within five (5) days of becoming aware of the existence of any condition or event which constitutes an Event of Default, or any condition or event which would upon notice or lapse of time, or both, constitute an Event of Default, Borrower shall give each Lender written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto.

5.10. Notification of Material Litigation. Borrower will promptly notify each Lender in writing of any litigation or of any investigative proceedings of a governmental agency or authority commenced or threatened against it which would or might cause a Material Adverse Change to the financial condition of Borrower or any Guarantor.

5.11. Notification of Financial Condition. Borrower will promptly notify each Lender of any adverse material changes in such Borrower’s financial condition.

5.12. USA Patriot Act Notification. Borrower agrees to provide evidence of the identity of Borrower that either Lender may request from time to time to permit such Lender to verify the identity of Borrower or to otherwise comply with applicable governmental laws and regulations, including without limitation Section 326 of the USA Patriot Act of 2001, 31 U.S.C. 5318.

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5.13. Maintenance of Portfolio Properties. At all times prior to the payment in full of the Revolving Loans, Borrower shall: (a) cause its Portfolio Properties to be maintained in compliance with all provisions of all applicable zoning, subdivision, land use, environmental, traffic, fire, building, and occupational safety and health rules, regulations, codes, acts and statutes; and (b) comply with all existing and future federal, state and local laws, ordinances, rules and regulations and court orders affecting or which may be interpreted as affecting its Portfolio Properties and all zoning, subdivision, land use, environmental, traffic, fire, building, and occupational safety and health rules, regulations, codes, acts and statutes.

5.14. Make Payments When Due. Borrower shall remain current on its payment obligations to third Persons and make all payments to third Persons when due in the ordinary course of business.

5.15. Further Assurances. Borrower shall execute any further instruments and take further action as either Lender reasonably requests to perfect or continue Collateral Agent’s Lien in the Collateral or to effect the purposes of this Agreement or the other Loan Documents.

5.16. Reporting on Inventory to Sales Ratio. Borrower shall furnish to each Lender the Inventory to Sales Ratio on Monday of each week (or the next Business Day if a Monday is not a Business Day).

5.17. Independent Manager. At all times from and after the date commencing thirty (30) calendar days from the Effective Date until such time as all Obligations have been paid in full, Borrower shall have at least one (1) Independent Manager. Borrower shall not remove the Independent Manager before a replacement therefor has been appointed. Any new or replacement Independent Manager shall require the reasonable consent of each Lender.

5.18. Title Insurance. At the time that Borrower purchases a Property that becomes a Portfolio Property, Borrower shall have in place title insurance from a title insurer acceptable to Lenders in their reasonable discretion insuring Borrower’s ownership interest in such Portfolio Property, such title insurance to be evidenced by a title insurance policy or a marked-up title commitment in form and substance acceptable to Lenders in their reasonable discretion (“Title Insurance Policy/Commitment”).

5.19. Auction Advances. With regard to Auction Advances, an amount equal to the amount of the Auction Cost (other than anticipated closing costs (inclusive of curative amounts payable with respect to liens, code violations, HOA fees and similar items)) will at all times be held by a Governmental Authority until such time as the Auction Property becomes an Approved Auction Property or the amount so held is returned to Borrower.

6. NEGATIVE COVENANTS

6.1. Limitations on Indebtedness. Borrower shall not issue any evidence of Indebtedness or create, assume, guarantee, become contingently liable for, or suffer to exist Indebtedness other than Indebtedness to Lenders and Indebtedness approved by each such Lender in its sole discretion.

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6.2. Encumbrance. Borrower shall not create, incur, allow, or suffer any Lien on any of its property, including, without limitation, any Portfolio Property, or assign or convey any right to receive income or permit any Collateral not to be subject to the first priority security interest granted herein, other than (i) inchoate Liens for taxes, assessments or homeowner’s association fees which are not yet due and payable, or payable, but not yet delinquent, (ii) Liens in favor of the Collateral Agent, (iii) possessory rights in favor of lessors in connection with Buyer Boost Purchases and (iv) Liens approved by each Lender in its sole discretion.

6.3. Changes in Business, Control. Borrower shall not, without the prior consent of the Lenders, which consent will not be unreasonably withheld or delayed, (a) engage in any business other than the businesses currently engaged in by Borrower (for purposes of this provision, purchasing properties other than single-family residential real estate shall be deemed to be engaging in a business other than a business currently engaged in by Borrower, but the leasing of owned single-family residential real estate shall not be deemed to be engaging in a business other than a business currently engaged in by Borrower; (b) liquidate or dissolve; (c) permit, allow or suffer to occur a change of control, provided, that, the consummation of the SPAC Transaction shall not constitute a change of control; or (d) without at least thirty (30) days prior written notice to each Lender, (1) add any new Borrower offices or business locations, (2) change the jurisdiction of organization of Borrower, (3) change the organizational structure or type of Borrower, (4) change its legal name or (5) change any organizational number (if any) assigned by the jurisdiction of organization of Borrower.

6.4. Merger. Other than in connection with the SPAC Transaction, Borrower will not merge or consolidate or be merged or consolidated with or into any other entity without each Lender’s prior written consent (which may be granted or withheld in each such Lender’s sole discretion).

6.5. Payment to Affiliates. Borrower shall not directly or indirectly make any payment to an Affiliate, including, without limitation, by way of dividend or distribution, without the consent of each Lender, except for payments made to any Affiliate (i) under and in accordance with the Servicing Agreement to the Manager thereunder, (ii) upon receipt of one or more Advances hereunder when such Affiliate has funded the purchase of an Auction Property or Portfolio Property (an “Affiliate Advance”) pending the receipt of one or more Advances hereunder, or (iii) upon the sale of an Auction Property or Portfolio Property and the repayment in full of all Advances and other Obligations with respect to such sold Auction Property or Portfolio Property. Notwithstanding anything to the contrary in the foregoing, at any time an Event of Default has occurred and is continuing and/or from and after the Sequential Date, (x) no payment may be made under clause (i) of this paragraph other than payment of the Management Fee (as defined in the Servicing Agreement) as required by the Servicing Agreement, and (y) no payment may be made under clauses (ii) and (iii) of this paragraph, and (z) any amounts available to Borrower shall be used to make the payments to Lenders contemplated in Section 3.7. In the case of a payment under clause (ii) of this paragraph, the amount of the payment to such Affiliate shall not be more than the lesser of (1) the amount of such Advance or Advances hereunder with respect to such Auction Property or Portfolio Property and (2) the amount paid by such Affiliate for such

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Auction Property. In the case of a payment under clause (iii) of this paragraph, the payment to the Affiliate shall not be more than the amount received for such sold Auction Property or Portfolio Property (net of all transaction costs) minus the amount repaid hereunder in respect of such Auction Property or Portfolio Property. Borrower represents that the fee paid by Borrower under the Servicing Agreement to the Manager (as defined in the Servicing Agreement) is an arms-length fee and takes into account, among other things, the fact that such Manager may make Affiliate Advances. Without limiting the foregoing, Borrower shall not transfer to any non-Borrower any amount borrowed hereunder except for amounts due under the Servicing Agreement or as otherwise specifically permitted under this paragraph.

7. DEFAULT

7.1. Event of Default. “Event of Default” shall mean the occurrence of one or more of any of the following events (taking into consideration any notice and opportunity to cure provisions set forth below):

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7.2. Acceleration; Remedies. Upon the occurrence of any Event of Default, any or each Lender may (a) declare the entire Revolving Senior Loan or Revolving Mezz Loan owing to it, as the case may be, to be immediately due and payable without presentment, demand, protest, notice of protest or dishonor, notice of intent to accelerate the maturity thereof, notice of acceleration of the maturity thereof, or other notice of default of any kind, all of which are hereby expressly waived by Borrower, (b) terminate the obligation, if any, of such Lender to advance amounts hereunder, and (c) exercise all rights and remedies therefor under this Agreement and the other Loan Documents at law or in equity (including, without limitation, sale of any of its Collateral at public or private sale and/or retention by Lenders of such Collateral); provided nothing in this section shall limit or prejudice any Lender’s ability to make Protective Advances to protect the Collateral securing the Revolving Loans.

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If Borrower shall fail, refuse or neglect to make any payment or perform any act required by the Loan Documents, then while any Event of Default exists, and without notice to or demand upon Borrower and without waiving or releasing any other right, remedy or recourse any or each Lender may have because of such Event of Default, such Lender or Lenders which have outstanding Revolving Loans to Borrower may (but shall not be obligated to) make such payment or perform such act for the account of and at the expense of Borrower, and shall have the right, to the fullest extent permitted by applicable law, to enter upon any Portfolio Property owned by Borrower for such purpose and to take all such action thereon and with respect to such Portfolio Properties as it may deem necessary or appropriate. If any or each Lender shall so elect to pay any sum due with reference to the Portfolio Properties, such Lender or Lenders may do so in reliance on any bill, statement or assessment procured from the appropriate Governmental Authority or other issuer thereof without inquiring into the accuracy or validity thereof. Similarly, in making any payments to protect the security intended to be created by the Loan Documents, no Lender shall be bound to inquire into the validity of any apparent or threatened adverse title, Lien, encumbrance, claim or charge before making an advance for the purpose of preventing or removing the same. Additionally, if any hazardous substances affect or threaten to affect such Portfolio Properties, any or each Lender may (but shall not be obligated to) give such notices and take such actions as it deems necessary or advisable in order to abate the discharge of any hazardous substances or remove the hazardous substances. To the fullest extent permitted by applicable law, Borrower shall indemnify, defend and hold each Lender harmless from and against, and be responsible for, any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever, including reasonable attorneys’ fees, incurred or accruing by reason of any acts performed by any such Lender pursuant to the provisions of this section, including those arising from the joint, concurrent, or comparative negligence of such Lender, except as a result of such Lender’s or its Affiliate’s gross negligence or willful misconduct. All sums paid by any Lender pursuant to this section and all other sums expended by any such Lender to which it shall be entitled to be indemnified, shall be deemed to be a Revolving Advance by such Lender, shall constitute additions to the Revolving Loan, shall be secured by the Loan Documents and shall be paid by Borrower to Lenders upon demand.

To the fullest extent permitted by law, Borrower, for itself and its successors and assigns, waives all rights to a marshalling of the assets of Borrower, and others with interests in Borrower, and of its Portfolio Properties, and agrees not to assert any right under any laws pertaining to the marshalling of assets, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Lenders under the Loan Documents to a sale of such Portfolio Properties for the collection of the Obligations without any prior or different resort for collection or of the right of Lenders to the payment of the Obligations out of the net proceeds of such Portfolio Properties in preference to every other claimant whatsoever. Borrower agrees that the actions, sales, proceedings and foreclosure described herein or in any of the other Loan Documents may be commenced in any order determined by each or any Lender with outstanding Revolving Loans to it and Borrower agrees and covenants to cooperate with each such Lender in connection with the foregoing.

7.3. [Reserved].

7.4. Nonexclusive Remedies. All of each Lender’s rights and remedies not only under the provisions of this Agreement but also under any other agreement or transaction shall be cumulative and not alternative or exclusive, and may be exercised by any or each Lender at such time or times and in such order of preference as such Lender in its sole discretion may determine.

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8. MISCELLANEOUS

8.1. Waivers. Borrower waives notice of intent to accelerate, notice of acceleration, notice of nonpayment, demand, presentment, protest or notice of protest of the Obligations, and all other notices (other than those required by the Loan Documents), consents to any renewals or extensions of time of payment thereof, and generally waives any and all suretyship defenses and defenses in the nature thereof.

8.2. Interest on Revolving Advances and Expenses. All Revolving Senior Advances and Revolving Mezz Advances made and any reasonable fees, costs and expenses incurred at any time by each Lender pursuant to the provisions of this Agreement or the other Loan Documents or under applicable law, including without limitation Protective Advances, or monies Advanced as a consequence or to cure any default by Borrower hereunder, shall be secured by the Collateral. All such Revolving Senior Advances, Revolving Mezz Advances and expenses shall bear interest at a rate that equals the aggregate of the Default Rate plus the Interest Rate (if such advance is a Revolving Senior Advance) or the Default Rate plus the Mezz Interest Rate (if such advance is a Revolving Mezz Advance) from the date that each such Revolving Advance or expense is made or incurred to the date of repayment and all such Revolving Advances and expenses with interest thereon shall be paid by Borrower to Lenders on demand.

8.3. Waiver of Homestead. To the maximum extent permitted under applicable law, Borrower hereby waives and terminates any homestead rights and/or exemptions respecting any of its property under the provisions of any applicable homestead laws.

8.4. Severability. If any provision of this Agreement or portion of such provision or the application thereof to any Person or circumstance shall to any extent be held invalid or unenforceable, to the fullest extent permitted by applicable law, the remainder of this Agreement (or the remainder of such provision) and the application thereof to other Persons or circumstances shall not be affected thereby.

8.5. Indemnification. To the fullest extent permitted by applicable law, Borrower shall indemnify, defend and hold each Lender, Collateral Agent (acting on behalf of such Lenders) and each of their respective directors, officers, employees, agents, attorneys, or any other Person (other than any other Lender) affiliated with or representing such Lender (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or expenses in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from the transactions contemplated by the Loan Documents, except for obligations, demands, claims, and liabilities and/or losses directly caused by such Indemnified Person’s or its Affiliate’s gross negligence or willful misconduct. Without limiting the foregoing clause (b), the indemnification provided by this section shall include claims arising in connection with or arising out of any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by Borrower, including, without limitation Portfolio Properties, or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way to any such assets or properties of Borrower except for claims directly arising from such Indemnified Person’s or its Affiliate’s gross negligence or willful misconduct.

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8.6. Costs and Expenses. Borrower shall pay to each Lender and/or Collateral Agent (acting on behalf of such Lenders) any and all fees, costs and expenses (including, without limitation, reasonable and documented out-of-pocket attorneys’ fees and disbursements (including, without limitation, those of Cogent Legal Services LLC), court costs, litigation and other expenses) incurred or paid by any such Lender and/or such Collateral Agent in establishing, maintaining, protecting or enforcing any of such Lender’s or such Collateral Agent’s rights or the Obligations, including, without limitation, any and all such fees, costs and expenses incurred or paid by such Collateral Agent (for the benefit of such Lender(s)) in defending such Collateral Agent’s security interest in, title or right to the Collateral or in collecting or attempting to collect or enforcing or attempting to enforce payment of the Obligations.

8.7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which shall constitute but one agreement. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, e-mail, .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement.

8.8. Complete Agreement. This Agreement and the other Loan Documents constitute the entire agreement and understanding between and among the parties hereto relating to the subject matter hereof, and supersedes all prior proposals, negotiations, agreements and understandings among the parties hereto with respect to such subject matter. Lenders, Collateral Agent and Borrower agree that it is their respective intent that the security interests granted in connection with the Original Loan and Security Agreement, shall remain in full force and effect under this Agreement and such security interests shall secure the obligation incurred hereunder. Lenders, Collateral Agent and Borrower further agrees that it is their respective intent that nothing herein shall constitute a novation or a termination of the obligations under the Original Loan and Security Agreement, other than the release of the Legacy Borrowers (as defined in the Original Loan and Security Agreement), the Secondary Borrower (as defined in the Original Loan and Security Agreement) and the Limited Guarantors (as defined in the Original Loan and Security Agreement) and the termination of the Limited Guaranty (as defined in the Original Loan and Security Agreement) and the confessions of judgment related to the Legacy Borrowers, the Secondary Borrower and the Limited Guarantors as provided in the Side Letter.

8.9. Binding Effect of Agreement; Assignment of Agreement by Lenders. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, and shall remain in full force and effect (and each Lender shall be entitled to rely thereon) until terminated as to future transactions by written notice from any party to another party of the termination hereof; provided that any such termination shall not release or affect any Collateral in which Collateral Agent already has a security interest or any Obligations incurred or rights accrued hereunder prior to the effective date of such notice (as hereinafter defined) of such termination. The Collateral Agent will not assign its obligations hereunder without the consent of the Lenders. Notwithstanding any such termination, the Collateral Agent, for the benefit of the Lenders, shall have a security interest in all Collateral to secure the payment and performance of the Obligations arising after such termination as a result of commitments or undertakings made or entered into by such Lender prior to such termination. Either Lender may at any time and upon notice to Borrower (and without the consent of Borrower), transfer and assign this Agreement and direct the Collateral Agent to deliver the Collateral to an assignee, who shall thereupon have all of

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the rights of such Lender; and Collateral Agent shall then be relieved and discharged of any responsibility or liability with respect to this Agreement and the Collateral; provided, that, such assignee shall have executed a joinder agreement hereto in form and substance reasonably acceptable to the Collateral Agent. Such assignee upon such assignment shall assume all obligations of such Lender hereunder and shall become a Senior Lender or a Mezz Lender, as the case may be. To the fullest extent permitted by applicable law, Borrower may not assign or transfer any of its rights or obligations under this Agreement. Except as expressly provided herein or in the other Loan Documents, nothing, expressed or implied, is intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents. Borrower acknowledges that Senior Lender and Mezz Lender each reserve the right to participate its interest in the Revolving Loans.

8.10. Further Assurances. Borrower shall do, execute, acknowledge and deliver, at Borrower’s sole cost and expense, such further acts, instruments or documentation, including additional title insurance policies or endorsements, and title reinsurance, as either Lender or Collateral Agent may reasonably require from time to time to better assure, transfer and confirm unto such Lender or Collateral Agent the rights now or hereafter intended to be granted to such Lender or Collateral Agent under this Agreement or any other Loan Document.

8.11. Amendments in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence, an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or give rise to, or evidence, any obligation or commitment to grant any further waiver. The Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of the Loan Documents merge into the Loan Documents.

8.12. Term of Agreement. This Agreement shall continue in full force and effect so long as any Obligations or obligation of Borrower to any Lender shall be outstanding, or Lenders shall have any obligation to extend any financial accommodation hereunder, and is supplementary to each and every other agreement between Borrower and either Lender and shall not be so construed as to limit or otherwise derogate from any of the rights or remedies of any Lender or any of the liabilities, obligations or undertakings of Borrower under any such agreement, nor shall any contemporaneous or subsequent agreement between Borrower and either Lender be construed to limit or otherwise derogate from any of the rights or remedies of either Lender or any of the liabilities, obligations or undertakings of Borrower hereunder, unless such other agreement specifically refers to this Agreement and expressly so provides.

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8.13. Notices. All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (1) upon the earlier of actual receipt and three Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (2) upon transmission, when sent by electronic mail; (3) one Business Day after deposit with a reputable overnight courier with all charges prepaid; or (4) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address or email address indicated below. Lender or Borrower may change its mailing or electronic mail address by giving the other party written notice thereof in accordance with the terms of this Section 8.13.

If to Senior Lender, at the following address:

LL Private Lending Fund, L.P.

Attn: Paul Frick and Scott Powers

2400 Market Street, Suite 302

Philadelphia, PA 19103

Email: ***@***

            ***@***

with a copy to:

John E. Royer, Jr., Esq.

Marc E. Hirschfield, Esq.

Royer Cooper Cohen Braunfeld LLC

101 West Elm Street

Suite 400

Conshohocken, PA 19428

Email: ***@***

            ***@***

If to Mezz Lender, at the following address:

LL Private Lending Fund II, L.P.

Attn: Paul Frick and Scott Powers

2400 Market Street, Suite 302

Philadelphia, PA 19103

Email: ***@***

            ***@***

with a copy to:

John E. Royer, Jr., Esq.

Marc E. Hirschfield, Esq.

Royer Cooper Cohen Braunfeld LLC

101 West Elm Street

Suite 400

Conshohocken, PA 19428

Email: ***@***

            ***@***

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If to Collateral Agent, at the following address:

LL Funds, LLC

Attn: Paul Frick and Scott Powers

2400 Market Street, Suite 302

Philadelphia, PA 19103

Email: ***@***

            ***@***

with a copy to:

John E. Royer, Jr., Esq.

Marc E. Hirschfield, Esq.

Royer Cooper Cohen Braunfeld LLC

101 West Elm Street

Suite 400

Conshohocken, PA 19428

Email: ***@***

            ***@***

If to Borrower, at the following address:

c/o OfferPad, LLC

2150 E. Germann Rd., Suite 1

Chandler, AZ 85286

Attention: Benjamin Aronovich (Chief Legal Officer)

Email: ***@***

with a copy (which shall not constitute notice) to:

DLA Piper LLP (US)

1251 Avenue of the Americas, 27th Floor

New York, New York 10020

Attn: Kira Mineroff

Tel.: (212) 335-4932

Email: ***@***

A party receiving a notice that does not comply with the technical requirements for notice under this Section 8.13 may elect to waive any deficiencies and treat the notice as having been properly given. Notwithstanding anything herein, whenever a provision of this Agreement requires Borrower to deliver a document to both Lenders. Borrower may fulfill such obligation by delivering such document to the Collateral Agent or the Independent Manager only.

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8.14. Governing Law, Venue. This Agreement is to be construed in accordance with and governed by the internal laws of the Commonwealth of Pennsylvania without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the Commonwealth of Pennsylvania to the rights and duties of the parties. The parties agree that any action brought by any party under or in relation to this Agreement, including without limitation to interpret or enforce any provision of this Agreement, shall be brought in, and the parties agree to and do hereby submit to the jurisdiction and venue of, any state or federal court located in the County of Philadelphia, Pennsylvania. Further, Borrower waives any objection that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Borrower waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by registered or certified mail addressed to Borrower at the address set forth in Section 8.14 of this Agreement and that service so made shall be deemed completed on Borrower and/or any Guarantor upon the earlier to occur of actual receipt thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF BORROWER, EACH LENDER AND COLLATERAL AGENT WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT. EACH PARTY HERETO HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.

This Section 8.14 shall survive the termination of this Agreement.

8.15. Financial Statement Certifications. The undersigned hereby certifies to each Lender that all financial information (“information”) submitted to such Lenders at all times during the term of this Agreement does, and will fairly and accurately represent the financial condition of Borrower and each Guarantor. Financial information includes, but is not limited to all business financial statements (including interim and year-end financial statements that are company-prepared and/or CPA-prepared), and business income tax returns. The undersigned understands that each such Lender will rely on all financial information, whenever provided, and that such information is a material inducement to each such Lender to make, to continue to make, or otherwise extend credit accommodations to the undersigned.

8.16. Time of Essence. Time is of the essence for the performance of all Obligations in this Agreement.

8.17. Survival. All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid in full and satisfied.

8.18. Captions and Section References. The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. Unless indicated otherwise, section references herein are to sections of this Agreement.

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8.19. Construction of Agreement. The parties hereto mutually acknowledge that they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist.

8.20. Relationship. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract.

8.21. Third Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under or by reason of this Agreement on any Persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any Person not an express party to this Agreement; or (c) give any Person not an express party to this Agreement any right of subrogation or action against any party to this Agreement.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

SIGNATURE PAGE TO FIFTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT