Eighth Amendment to Issuer Repurchase Plan (under Rules 10b-18 and 10b5-1 of the Securities Exchange Act of 1934)
Eighth Amendment to Issuer Repurchase Plan
(under Rules 10b-18 and 10b5-1 of the Securities Exchange Act of 1934)
This Eighth Amendment to Issuer Repurchase Plan dated June 19, 2024 (the “Eighth Amendment”), entered into by and between eXp World Holdings, Inc. (“Purchaser” or “Issuer”) and Xxxxxxxx Inc. (“Xxxxxxxx”), amends that certain Issuer Repurchase Plan dated January 10, 2022 (the “2022 Purchase Plan”), which was previously amended by the First Amendment to Issuer Repurchase Plan, dated May 6, 2022 (the “First Amendment”), the Second Amendment to Issuer Repurchase Plan, dated September 27, 2022 (the “Second Amendment”), the Third Amendment to Issuer Repurchase Plan, dated December 27, 2022 (the “Third Amendment”), the Fourth Amendment to Issuer Repurchase Plan, dated May 8, 2023 (the “Fourth Amendment”), the Fifth Amendment to Issuer Repurchase Plan, dated June 26, 2023 (the “Fifth Amendment”), the Sixth Amendment to Issuer Repurchase Plan, dated November 17, 2023 (the “Sixth Amendment”), and the Seventh Amendment to Issuer Repurchase Plan, dated March 6, 2024 (the “Seventh Amendment”). The 2022 Purchase Plan as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, and this Eighth Amendment is hereinafter referred to as the “Purchase Plan.”
Xxxxxxxxx and Xxxxxxxx hereby agree as follows:
2. Section C.3.(c) of the Purchase Plan is hereby deleted in its entirety and replaced with the following:
(c) The “Daily Purchase Amount” for any Purchase Day shall be the maximum number of shares allowed under Rule 10b-18(b)(4) (using 25% of average daily trading volume reported for the Stock during the four calendar weeks preceding the week in which the purchase is to be effected); provided, however, that: (i) the total dollar amount of all aggregate purchases under the Purchase Plan during the calendar month commencing June 1, 2024 and ending June 30, 2024 shall not exceed $15,000,000, including any commissions or fees; (ii) the total dollar amount of all aggregate purchases under the Purchase Plan during each calendar month during the quarter commencing July 1, 2024 and through and including September 30, 2024 shall not exceed $11,700,000, including any commissions or fees; and (iii) the total dollar amount of all aggregate purchases under the Purchase Plan during each calendar month during the quarter commencing October 1, 2024 and through and including December 31, 2024 shall not exceed $8,300,000, including any commissions or fees.
3. Purchaser hereby represents, warrants and covenants that (i) Purchaser is not aware of any material nonpublic information concerning the Purchaser or its securities, (ii) Purchaser is entering into this Eighth Amendment in good faith and not as part of a plan or scheme to evade compliance with the federal securities laws, and (iii) there are no legal, contractual or regulatory restrictions applicable to Purchaser or its affiliates that would prohibit Purchaser from entering into this Eighth Amendment or prohibit any purchase pursuant to the Purchase Plan, as amended hereby.
4. Except as expressly provided in this Eighth Amendment, the provisions of the Purchase Plan, as previously amended, shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the undersigned have signed this Eighth Amendment as of the date first written above.
eXp World Holdings, Inc.Xxxxxxxx Inc.
By: /s/ Xxxx Xxxxx By: /s/ Xxxx Xxxxx
Printed Name: Xxxx Xxxxx Printed Name: Xxxx Xxxxx
Title: Chief Accounting Officer Title: Director of Trading Operations
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