OFFERPAD SOLUTIONS INC. : Entering into a material definitive agreement, creating a direct financial obligation or obligation under an off-balance sheet arrangement of a registrant, changing directors or principal officers, submitting matters to a vote of Securityholders, Statements and Exhibits (Form 8-K)


Section 1.01 Entering into a Material Definitive Agreement.

Third edited and updated Main loan and security agreement

OP SPE Parent Borrower, 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. (the “Company”), has entered into a Third Amended and Restated Agreement Main loan and the Security Agreement (the “SPE Amendment”), dated June 7, 2022which modifies and reaffirms that certain second modification and update Main loan and warranty agreement, dated
June 23, 2021by and among SPE, PHX1, TPA1, Citibank, North America., as a lender, and
Wells Fargo Bank, North Americaas Calculation Agent and Paying Agent.

The SPE Amendment, among other things, (i) changes the interest rate provisions to change the calculations from the London Interbank Offered Rate (LIBOR) plus an applicable margin to the Overnight Secured Funding Rate ( SOFR) plus an applicable margin and (ii) extends the maturity date of August 25, 2022 at June 7, 2024. Under the SPE Amendment, the borrowing capacity under the facility was increased from $400.0 million at $600.0 million.

The foregoing does not purport to be a complete description of the terms of the EPS Amendment and this description is qualified in its entirety by reference to the EPS Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein. by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

The information included in Section 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of directors or certain managers; Election of directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain

COO transition

Efficient June 2, 2022, Stephen Johnsonthe company’s former chief operating officer, transitioned to chief strategy officer to further support the company’s strategic efforts and priorities.

CFO and CLO Amended and updated employment contracts

Efficient June 6, 2022the Company has entered into amended and restated employment agreements (each, an “Employment Agreement”) with Michael Burnet and Benjamin Aronovitch, respectively financial director and legal director of the Company. The material terms and conditions of employment contracts are summarized below.

The term of employment under the employment contracts is one year and will automatically renew for successive one-year periods unless either party provides at least 45 days written notice of its intention not to renew the current term. In accordance with the employment contracts, MM. Burnett and Aronovitch are entitled to receive annual base salaries of $400,000
and $375,000, respectively, on a pro rata basis for partial years of employment and subject to annual review and increase by the Board or a sub-committee thereof at its discretion. In addition, they are eligible to earn annual cash performance bonuses, based on the achievement of individual and/or corporate performance goals established by the Board, and targeted at 75% of their then-current annual base salary. vigor. Payment of any annual premium, to the extent such premium becomes payable, will be made no later than March 15 the calendar year following the calendar year for which the Board certifies in writing that the performance objectives have been achieved; such payment will be conditional upon the continued employment of the executive officers through the last day of the applicable calendar year.

Additionally, Messrs. Burnett and Aronovitch are eligible to receive stock-based compensation awards, as determined by the Board (or a subcommittee thereof) from time to time. MM. Burnett and Aronovitch are also eligible to participate in the health and benefit plans and programs we maintain for the benefit of our employees, as well as the paid vacation programs we maintain for the benefit of our executives generally.

Under the employment contracts, in the event of termination of the employment of Messrs. Burnett or Aronovitch by the company without “cause”, by the officer for a “good reason” (each, as defined in the employment contracts) or due to non-renewal of the mandate by the Company (each a “eligible termination”), the executive is eligible to receive the following severance and benefits:

        (i) (A) an amount equal to the executive's then-current annual base
            salary, payable in substantially equal installments in accordance with
            the Company's normal payroll practices over 12 months following the
            date of termination; or (B) if such Qualifying Termination occurs
            within the period commencing three months prior to and ending one year
            following the date on which a Change in Control (as defined in the
            2021 Plan) is consummated (a "CIC Termination"), an amount

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           equal to the sum of the executive's then current base salary and
           target bonus, generally payable in installments over 12 months
           following the date of termination or, if the CIC Termination occurs on
           or within one year following the Change in Control, in a single lump
           sum within 30 days following the date of termination;

        (ii) if such Qualifying Termination is a CIC Termination, an amount equal
             to the pro-rata portion of the executive's annual bonus that would
             have otherwise been earned by the executive for the year in which the
             termination occurs (determined in accordance with the executive's
             Employment Agreement and pro-rated based on the number of days the
             executive was employed by the Company during such year), payable no
             later than March 15 of the year following the year in which the
             termination occurs;

        (iii) Company-paid healthcare coverage and life insurance for up to 12
              months following the date of termination; and

        (iv) if such Qualifying Termination is a CIC Termination, any
             then-outstanding unvested Company equity compensation award that
             vests solely based on time shall become fully vested on an
             accelerated basis as of the date of termination (or upon the Change
             in Control, if later), and any equity compensation awards that are
             subject to performance conditions shall be treated in accordance with
             the terms and conditions set forth in the applicable award agreement.

The executive’s eligibility to receive such severance and benefits upon qualifying termination, as described above, is subject to the timely performance and non-revocation of a general release of claims in favor of the Company and continued compliance with covenants.

In addition, employment contracts contain customary confidentiality and assignment of invention provisions, as well as (i) standard non-competition and non-solicitation of service provider/customer restrictions in effect during the employment and for 18 months thereafter and (ii) non-disparagement provisions, effective during employment and for 24 months thereafter. In addition, employment contracts include a “best pay” provision under Section 280G of the Code, under which any “parachute payment” that becomes payable to Mr Burnet Where Mr. Aronovitch will be paid in full or reduced so that such payments are not subject to excise tax under section 4999 of the Code, whichever gives him the better after-tax treatment.

The foregoing description of the employment agreements is qualified in its entirety by reference to the full text of those agreements, which are included in Exhibits 10.2 and 10.3 to this current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submitting Matters to a Vote of Securityholders.

On June 2, 2022the Company held its 2022 Annual Meeting of Shareholders. Holders of Class A common stock of the Company were entitled to one vote per share held at the close of business on April 4, 2022 (the “Record Date”) and holders of Class B common stock of the Corporation were entitled to ten votes per share held on the Record Date. The following are the voting results for the proposals considered and voted on at the meeting, each of which was described in the company’s definitive proxy statement filed with the Security and Exchange Commission on April 18, 2022.

Item 1 – Election of three Class I directors for a term expiring on the date of the annual meeting of shareholders in 2025 and until their respective successors have been duly elected and qualified.

NOMINEE              Votes FOR    WITHHELD    Broker Non-Votes
Brian Bair          334,617,237   2,312,832      26,895,516
Roberto Sella       334,610,379   2,319,690      26,895,516
Kenneth DeGiorgio   333,585,696   3,344,373      26,895,516

Item 2 – Ratification of the appointment of Deloitte & Touche srl (“Deloitte”) as the independent registered public accounting firm of the Company for the year ending December 31, 2022.

Votes FOR Votes AGAINST Votes ABSTENTED Broker No vote 363 789 285 21 630

           14,670               0

Item 3 - Approval, on an advisory (non-binding) basis, of the frequency of
future advisory votes on the compensation of the Company's named executive

Votes for 1 Year   Votes for 2 Years   Votes for 3 Years   Votes ABSTAINED    Broker Non-Votes
  301,918,966          2,699,747          32,265,038            46,318           26,895,516

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Based on the foregoing votes, the three Class I director nominees were elected, the appointment of Deloitte as the Company’s registered independent public accounting firm for the year ending December 31, 2022 has been ratified and the Corporation’s shareholders have recommended that future shareholder advisory votes on the compensation of the Corporation’s Named Executive Officers be held annually. Based on the results of the foregoing vote and in accordance with the recommendation of the Board of Directors, the Board of Directors has decided to hold an advisory vote on the compensation of the Named Executive Officers of the Company each year until next advisory vote regarding the frequency of future advisory votes on compensation for the Corporation’s Named Executive Officers is submitted to shareholders or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interest of the society.

Item 9.01. Financial statements and supporting documents.

d) The following documents are filed as part of this report:

Exhibit                                  Description

10.1*         Third Amended and Restated Master Loan and Security Agreement, dated
            as of June 7, 2022, by and among Citibank, N.A., OP SPE Borrower
            Parent, LLC, OP SPE PHX1, LLC, OP SPE TPA1, LLC and Wells Fargo Bank,

10.2          Amended and Restated Employment Agreement, dated June 6, 2022, by
            and between Michael Burnett and Offerpad Solutions Inc.

10.3          Amended and Restated Employment Agreement, dated June 6, 2022, by
            and between Benjamin Aronovitch and Offerpad Solutions Inc.

104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL document.

* Certain exhibits and annexes have been omitted in accordance with

Article 601(a)(5) of the regulations SK. A copy of any schedule or parts omitted

will be provided to SECOND on demand.

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