FLAGSTAR BANCORP, INC. 8,000,000 Shares of Common Stock ($0.01 par value per share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 12th, 2018 • MP Thrift Investments L.P. • Savings institution, federally chartered • New York
MP Thrift Investments L.P. (the “Selling Stockholder”), a stockholder of Flagstar Bancorp, Inc., a Michigan corporation (the “Company”), propose to sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”; in the event that there are no other Underwriters, all plural references to Underwriters shall be deemed to be singular), for whom you are acting as representatives (the “Representatives”), an aggregate of 8,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,200,000 shares of common stock, par value $0.01 per share, of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock, par value $0.01 per share, of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Stock.”
JOINT FILING AGREEMENTJoint Filing Agreement • February 2nd, 2010 • MP Thrift Investments L.P. • Savings institution, federally chartered
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Preferred Shares of the Issuer, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Exhibit IV JOINT FILING AGREEMENTJoint Filing Agreement • February 4th, 2009 • MP Thrift Investments L.P. • Savings institution, federally chartered
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Preferred Shares of the Issuer, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • November 3rd, 2010 • MP Thrift Investments L.P. • Savings institution, federally chartered
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of the Issuer, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • June 12th, 2018 • MP Thrift Investments L.P. • Savings institution, federally chartered
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of the Issuer, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Exhibit I JOINT FILING AGREEMENTJoint Filing Agreement • July 6th, 2009 • MP Thrift Investments L.P. • Savings institution, federally chartered
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Preferred Shares of the Issuer, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
FORM OF LOCK-UP AGREEMENTMP Thrift Investments L.P. • August 11th, 2020 • Savings institution, federally chartered • New York
ContractMP Thrift Investments L.P. • November 3rd, 2010 • Savings institution, federally chartered
MP Thrift Investments L.P. (“MP Thrift”) is the direct owner of 8,884,637 shares of Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D. MP Thrift is a limited partnership organized under the laws of Delaware formed for the purpose of acquiring the preferred stock of Flagstar Bancorp, Inc. MPGOP III Thrift AV-I L.P. (“MPGOP”) is a Delaware limited partnership and MPGOP (Cayman) III Thrift AV-I L.P. (“MPGOP Cayman”) is a Cayman Islands exempted limited partnership (together, the “New Fund”), holding 100 percent of the membership interests in MP Thrift. MPGOP has a 77.0497% interest in MP Thrift and MPGOP Cayman has a 22.9503% interest in MP Thrift. MP (Thrift) Global Partners III LLC (“MP LLC”) is a limited liability company organized under the laws of Delaware. The principal business of MP LLC is to serve as general partner of each of MPGOP, MPGOP Cayman, MP Thrift, MP (Thrift) Global Opportunities Partners (Special) III LP (“MPGOPS”) and MP (Thrift) Global Oppor
JOINT FILING AGREEMENTJoint Filing Agreement • November 3rd, 2010 • MP Thrift Investments L.P. • Savings institution, federally chartered
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Convertible Preferred Stock of the Issuer, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
FORM OF LOCK-UP AGREEMENTMP Thrift Investments L.P. • June 12th, 2018 • Savings institution, federally chartered • New York
Keefe, Bruyette & Woods, Inc. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below
FORM OF LOCK-UP AGREEMENTMP Thrift Investments L.P. • October 31st, 2019 • Savings institution, federally chartered • New York
Exhibit I JOINT FILING AGREEMENTJoint Filing Agreement • February 19th, 2009 • MP Thrift Investments L.P. • Savings institution, federally chartered
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Preferred Shares of the Issuer, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
