AGREEMENT AND PLAN OF MERGER by and among HOME POINT FINANCIAL CORPORATION, LONGHORN MERGER SUB, INC. and STONEGATE MORTGAGE CORPORATION Dated as of January 26, 2017Agreement and Plan of Merger • January 27th, 2017 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 26, 2017 (this “Agreement”), by and among HOME POINT FINANCIAL CORPORATION, a New Jersey corporation (“Parent”), LONGHORN MERGER SUB, INC., an Ohio corporation and wholly owned subsidiary of Parent (“Merger Sub”), and STONEGATE MORTGAGE CORPORATION, an Ohio corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of May 8, 2013, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 5,555,556 shares of Common Stock (plus up to an additional 833,333 shares that FBR has the option to purchase or place to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and subsequent transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
MASTER REPURCHASE AGREEMENT Between BARCLAYS BANK PLC, as Purchaser and Agent and STONEGATE MORTGAGE CORPORATION, as Seller Dated as of December 24, 2012Master Repurchase Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
MASTER REPURCHASE AGREEMENT between BANK OF AMERICA, N.A. (“Buyer”) and STONEGATE MORTGAGE CORPORATION (“Seller”) dated as of February 28, 2013Master Repurchase Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
THIS MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of February [ ], 2013 by and between Bank of America, N.A., a national banking association (“Buyer”), and Stonegate Mortgage Corporation, an Ohio corporation (“Seller”).
TAX ASSET PROTECTION PLAN dated as of January 26, 2017 between STONEGATE MORTGAGE CORPORATION and BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., as Rights AgentTax Asset Protection Plan • January 27th, 2017 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Ohio
TAX ASSET PROTECTION PLAN (as amended from time to time, this “Plan”), dated as of January 26, 2017, between Stonegate Mortgage Corporation, an Ohio corporation (the “Company”), and Broadridge Corporate Issuer Solutions, Inc., a Pennsylvania corporation, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of November 10, 2015 Between EVERBANK, as Bank and STONEGATE MORTGAGE CORPORATION, as BorrowerLoan and Security Agreement • March 15th, 2016 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (“Agreement”) is made as of November 10, 2015 (the “Effective Date”), by and between Stonegate Mortgage Corporation, an Ohio corporation, with an address at 9190 Priority Way West Drive, Suite 300, Indianapolis, Indiana 46240 (“Borrower”) and EverBank, a federal savings association (“Bank”), under the following circumstances:
STONEGATE MORTGAGE CORPORATION (An Ohio Corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
Re: Letter AgreementLetter Agreement • March 6th, 2015 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
This Letter Agreement (“Agreement”) is made and entered into as of August 7, 2014 (the “Effective Date”) by and between Stonegate Mortgage Corporation, an Ohio corporation (the “Company”), and Robert Eastep (“You”). The Agreement sets forth the terms of your employment with the Company as follows:
LOAN AGREEMENT BETWEEN MERCHANTS BANCORP, an Indiana corporation AND STONEGATE MORTGAGE CORPORATION, an Ohio corporationRevolving Subordinated Loan Agreement • March 6th, 2015 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
AMENDED AND RESTATED MASTER PARTICIPATION AGREEMENT between STONEGATE MORTGAGE CORPORATION (“Seller”) and MERCHANTS BANK OF INDIANA (“Participant”) July 1, 2013Master Participation Agreement • September 30th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
THIS AMENDED AND RESTATED MASTER PARTICIPATION AGREEMENT (the “Agreement”) is made as of July 1, 2013, by and between STONEGATE MORTGAGE CORPORATION, having a principal place of business at 9190 Priority Way West Drive, Suite 300, Indianapolis, Indiana 46240 (“Seller”), and MERCHANTS BANK OF INDIANA, having an office at 11555 N. Meridian Street, Suite 400, Carmel, Indiana 46032 (“Participant”).
Re: Letter AgreementLetter Agreement • May 10th, 2016 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
This Letter Agreement (“Agreement”) is made and entered into as of April 5, 2016 (the “Effective Date”) by and between Stonegate Mortgage Corporation, an Ohio corporation (the “Company”), and Carrie Preston (“You”). The Agreement sets forth the terms of your employment with the Company as follows:
MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACTMaster Repurchase Agreement and Securities Contract • May 7th, 2015 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
Stonegate Mortgage CorporationRestricted Stock Unit Award Agreement • August 10th, 2016 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Ohio
This RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Award Agreement”), dated as of the ___ of _____________, 2015 (the “Grant Date”) is by and between Stonegate Mortgage Corporation, an Ohio corporation (the “Company”), and [Director Name] (the “Grantee”), pursuant to the Stonegate Mortgage Corporation 2013 Non-Employee Direct Plan, as may be amended from time to time (the “Plan”).
OPTION AGREEMENTOption Agreement • August 10th, 2016 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Ohio
THIS OPTION AGREEMENT (this “Agreement”), dated as of the day of [Month], [Year] (the “Grant Date”), is by and between STONEGATE MORTGAGE CORPORATION, an Ohio corporation (the “Company”), and [GRANTEE] (the “Grantee”), pursuant to the Stonegate Mortgage Corporation 2016 Omnibus Incentive Compensation Plan, as may be amended from time to time (the “Plan”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents
WHEREAS, STONEGATE MORTGAGE CORPORATION, an Ohio corporation (the “Company”) and JAMES J. CUTILLO (“Executive”) are each a party to an employment agreement (the “Employment Agreement”), dated as of March 9, 2012; and
MASTER LOAN PARTICIPATION AND SERVICING AGREEMENT between STONEGATE MORTGAGE CORPORATION (“Seller”) and BANK OF VIRGINIA (“Participant”) November 19, 2012Master Loan Participation and Servicing Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
THIS MASTER LOAN PARTICIPATION AND SERVICING AGREEMENT (this “Agreement”) is made as of November 19, 2012, by and between STONEGATE MORTGAGE CORPORATION, an Ohio corporation having its principal place of business at 9190 Priority Way West Drive, Suite 300, Indianapolis, Indiana (“Seller”), and BANK OF VIRGINIA, having its place of business at 11730 Hull Street Road, Midlothian, Virginia 23112 (“Participant”).
STONEGATE MORTGAGE CORPORATION AMENDED AND RESTATED 2011 OMNIBUS INCENTIVE PLAN OPTION AGREEMENT (Nonqualified Stock Options)Option Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
THIS OPTION AGREEMENT (this “Agreement”), dated as of the — day of May, 2013, is by and between STONEGATE MORTGAGE CORPORATION, an Ohio corporation (the “Corporation”), and [PARTICIPANT] (the “Participant”).
MASTER LOAN PURCHASE AND SERVICING AGREEMENTMaster Loan Purchase and Servicing Agreement • November 5th, 2015 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Wisconsin
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This is Amendment No. 1 (this “Amendment”), dated as of May 15, 2013, to the Investor Rights Agreement (the “Agreement”), dated as of made as of March 9, 2012, by and between Stonegate Mortgage Corporation, an Ohio corporation, (the “Company”) and Stonegate Investors Holdings LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.
STONEGATE MORTGAGE CORPORATION LOGO]Stonegate Mortgage Corp • September 6th, 2013 • Mortgage bankers & loan correspondents
This letter agreement sets out the main terms of your appointment as a director. It is agreed between us that this is a contract for services and is not a contract of employment.
Amendment No. 2 TO mASTER rEPURCHASE AgreementMaster Repurchase Agreement • March 6th, 2015 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This Amendment No. 2 (this “Amendment”), dated as of December 16, 2014, amends that certain Master Repurchase Agreement, dated as of December 24, 2012, as amended by that certain Amendment No. 1, dated as of December 20, 2013 (as amended, the “Repurchase Agreement”), between Stonegate Mortgage Corporation, as seller (the “Seller”), and Barclays Bank PLC, as purchaser and agent (the “Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Repurchase Agreement.
STONEGATE MORTGAGE CORPORATION AMENDED AND RESTATED 2011 OMNIBUS INCENTIVE PLAN OPTION AGREEMENT (Nonqualified Stock Options)Option Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
THIS OPTION AGREEMENT (this “Agreement”), dated as of the 15th day of May, 2013, is by and between STONEGATE MORTGAGE CORPORATION, an Ohio corporation (the “Corporation”), and JAMES J. CUTILLO (the “Participant”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • September 30th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This is Amendment No. 2 (this “Amendment”), dated as of September 29, 2013, to the Amended and Restated Shareholders’ Agreement (the “Agreement”), dated as of March 9, 2012, and amended by Amendment No. 1, dated as of May 15, 2013, is by and among Stonegate Mortgage Corporation, an Ohio corporation (the “Company”), Stonegate Investors Holdings LLC, a Delaware limited liability company (the “Purchaser” or the “Investor”), and those certain other stockholders of the Company signatories hereto (the “Other Stockholders”, and together collectively with the Purchaser, the “Stockholders”).
Home Point Financial CorporationStonegate Mortgage Corp • May 25th, 2017 • Mortgage bankers & loan correspondents
Reference is made to that certain Agreement and Plan of Merger, dated as of January 26, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Home Point Financial Corporation, a New Jersey corporation (“Parent”), Longhorn Merger Sub, Inc., an Ohio corporation (“Merger Sub”) and Stonegate Mortgage Corporation, an Ohio corporation (the “Company”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Merger Agreement.
MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACTMaster Repurchase Agreement and Securities Contract • May 7th, 2015 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This Amendment One (this “Amendment”) to the MRSC (defined below), is entered into as of January 29, 2015, by and between Wells Fargo Bank, N.A., as buyer (the “Buyer”), and Stonegate Mortgage Corporation, an Ohio corporation, as seller (the “Seller”).
AMENDMENT NO. 8 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENTParticipation Purchase and Sale Agreement • March 15th, 2016 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 8 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of June 10, 2015 (this “Amendment”), by and between Bank of America, N.A. (“Purchaser”) and Stonegate Mortgage Corporation (“Seller”).
PARTICIPATION AGREEMENTParticipation Agreement • August 6th, 2015 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
THIS PARTICIPATION AGREEMENT (the “Agreement”) is entered into and made effective as of April 23, 2015 (the “Effective Date”), by and between NATTYMAC, LLC, an Indiana limited liability company having a principal place of business at 9190 Priority Way West Drive, Suite 300, Indianapolis, Indiana 46240 (“Seller”), and Citizens Bank and Trust Company, a Missouri bank, having an office at 515 Washington Street, Chillicothe, Missouri 64601 (“Participant”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This is Amendment No. 1 (this “Amendment”), dated as of May 15, 2013, to the Amended and Restated Shareholders’ Agreement (the “Agreement”), dated as of March 9, 2012, is by and among Stonegate Mortgage Corporation, an Ohio corporation (the “Company”), Stonegate Investors Holdings LLC, a Delaware limited liability company (the “Purchaser” or the “Investor”), and those certain other stockholders of the Company signatories hereto (the “Other Stockholders”, and together collectively with the Purchaser, the “Stockholders”).
STONEGATE MORTGAGE CORPORATION 5,555,556 Shares of Common Stock PURCHASE/PLACEMENT AGREEMENT May 8, 2013Purchase/Placement Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
Stonegate Mortgage Corporation, an Ohio corporation (the “Company”), proposes to issue and sell to you, FBR Capital Markets & Co. (“FBR”), as initial purchaser, a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) equal to 5,555,556 shares less the number of Regulation D Shares sold in the Private Placement (each as defined herein) (the “Rule 144A/Regulation S Shares”).
STONEGATE MORTGAGE CORPORATION INVESTOR RIGHTS AGREEMENT March 9, 2012Investor Rights Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This Investor Rights Agreement (this “Agreement”) is made as of March 9, 2012, by and between Stonegate Mortgage Corporation, an Ohio corporation, (the “Company”) and Stonegate Investors Holdings LLC, a Delaware limited liability company (the “Purchaser” and/or, together with any transferees who become parties hereto as pursuant to Section 2.10, collectively, the “Investors”, and each, an “Investor”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
AMENDMENT NO. 4 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENTParticipation Purchase and Sale Agreement • March 6th, 2015 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 4 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of May 12, 2014 (this “Amendment”), by and between Bank of America, N.A. (“Purchaser”) and Stonegate Mortgage Corporation (“Seller”).
VOTING AGREEMENTVoting Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
THIS VOTING AGREEMENT (this “Agreement”), dated as of May 15, 2013, is entered into by and among Stonegate Mortgage Corporation, an Ohio corporation (the “Company”), Stonegate Investors Holdings LLC, a Delaware limited liability company (“Stonegate Holdings”) and FBR Capital Markets & Co., a Delaware corporation (“FBR”), for the benefit of FBR and the purchasers (“Participants”) of the Company’s common stock, $0.01 par value per share (“Company Common Stock”) in the private offering by the Company of shares of its Common Stock contemplated by the Purchase/Placement Agreement (defined below), and the direct and subsequent transferees of such shares of Common Stock of FBR and each of the Participants.
AMENDMENT NO. 10 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENTMortgage Loan Participation Purchase and Sale Agreement • March 15th, 2016 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 10 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of November 27, 2015 (this “Amendment”), by and between Bank of America, N.A. (“Purchaser”) and Stonegate Mortgage Corporation (“Seller”).
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Between: EVERBANK, as Buyer and STONEGATE MORTGAGE CORPORATION, as SellerMaster Repurchase Agreement • March 15th, 2016 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENTMortgage Loan Participation Purchase and Sale Agreement • May 7th, 2015 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 6 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of March 2, 2015 (this “Amendment”), by and between Bank of America, N.A. (“Purchaser”) and Stonegate Mortgage Corporation (“Seller”).
