EXHIBIT 10.7 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 25th, 2002 • Hawthorne Financial Corp • Savings institution, federally chartered • Delaware
2 3 (iv) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects to the requirements of the Act and the rules and...Underwriting Agreement • June 4th, 1998 • Hawthorne Financial Corp • Savings institution, federally chartered • New York
EXHIBIT 4.25 GUARANTEE AGREEMENT HAWTHORNE FINANCIAL CORPORATION Dated as of April 10, 2002 TABLE OF CONTENTSGuarantee Agreement • March 28th, 2003 • Hawthorne Financial Corp • Savings institution, federally chartered • New York
EXHIBIT 4.34 JUNIOR SUBORDINATED INDENTUREHawthorne Financial Corp • March 28th, 2003 • Savings institution, federally chartered • New York
RECITALSTermination Agreement • March 15th, 2004 • Hawthorne Financial Corp • Savings institution, federally chartered • California
EXHIBIT 4.29 AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • March 28th, 2003 • Hawthorne Financial Corp • Savings institution, federally chartered • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 27, 2004Agreement and Plan of Merger • January 28th, 2004 • Hawthorne Financial Corp • Savings institution, federally chartered • Nevada
1 EXHIBIT 4.3 REGISTRATION RIGHTS AGREEMENT Dated December 31, 1997Registration Rights Agreement • February 5th, 1998 • Hawthorne Financial Corp • Savings institution, federally chartered • California
EXHIBIT 4.22 Floating Rate MMCapS(SM) HFC Capital Trust II PLACEMENT AGREEMENTHawthorne Financial Corp • March 25th, 2002 • Savings institution, federally chartered • New York
WITNESSETH:Registration Rights Agreement • March 30th, 2001 • Hawthorne Financial Corp • Savings institution, federally chartered • California
EXHIBIT 4.1 HAWTHORNE FINANCIAL CORPORATION 1994 STOCK OPTION PLAN ARTICLE I DEFINITIONS "Administrator" shall mean the Board or, at the discretion of the Board, the Committee. "Affiliate" means any "subsidiary corporation" or "parent corporation," as...Hawthorne Financial Corp • July 24th, 1998 • Savings institution, federally chartered
ARTICLE I DEFINITIONSUnit Purchase Agreement • March 30th, 2001 • Hawthorne Financial Corp • Savings institution, federally chartered • California
EXHIBIT 4.13 COMMON SECURITIES GUARANTEE AGREEMENT HAWTHORNE FINANCIAL CORPORATION Dated as of March 28, 2001Common Securities Guarantee Agreement • March 30th, 2001 • Hawthorne Financial Corp • Savings institution, federally chartered • New York
LOGO]Hawthorne Financial Corp • May 15th, 2000 • Savings institution, federally chartered • California
EXHIBIT 4.14 DEBENTURE SUBSCRIPTION AGREEMENT DEBENTURE SUBSCRIPTION AGREEMENT, dated as of March 28, 2001 (this "Agreement"), between Hawthorne Financial Corporation, a Delaware corporation (the "Company"), and HFC Capital Trust I, a statutory...Debenture Subscription Agreement • March 30th, 2001 • Hawthorne Financial Corp • Savings institution, federally chartered • New York
EXHIBIT 4.11 COMMON SECURITIES SUBSCRIPTION AGREEMENT COMMON SECURITIES SUBSCRIPTION AGREEMENT, dated as of March 28, 2001 (this "Agreement"), between HFC Capital Trust I, a statutory business trust created under the laws of the State of Delaware (the...Common Securities Subscription Agreement • March 30th, 2001 • Hawthorne Financial Corp • Savings institution, federally chartered • New York
ANDHawthorne Financial Corp • February 5th, 1998 • Savings institution, federally chartered • New York
EXHIBIT 10.7 CHANGE IN CONTROL EMPLOYMENT AGREEMENT This Agreement by and between Hawthorne Financial Corporation (the "Company"), and JOLENE WRYN (the "Executive"), is dated as of September 23, 2003. RECITALS The Board of Directors of the Company...Change in Control Employment Agreement • March 15th, 2004 • Hawthorne Financial Corp • Savings institution, federally chartered • California
1 LEASE AGREEMENT THIS LEASE AGREEMENT (this "Lease") is made and entered into by and between Lessor and Lessee, as defined below. Lessor hereby agrees to lease to Lessee and Lessee hereby agrees to lease from Lessor, the Premises, as defined below,...1 Lease Agreement • April 15th, 1997 • Hawthorne Financial Corp • Savings institution, federally chartered • California
BY AND AMONGUnit Purchase Agreement • February 7th, 1996 • Hawthorne Financial Corp • Savings institution, federally chartered • California
RECITALSDeferred Compensation Loan Agreement • March 30th, 2001 • Hawthorne Financial Corp • Savings institution, federally chartered • California
EXHIBIT 4.21 JUNIOR SUBORDINATED DEBT SECURITY THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS. NEITHER THIS SECURITY NOR...Hawthorne Financial Corp • March 25th, 2002 • Savings institution, federally chartered
Exhibit 4.4 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY ITS ACCEPTANCE HEREOF, AGREES FOR THE...Hawthorne Financial Corp • March 30th, 2001 • Savings institution, federally chartered • Delaware
EXHIBIT 4.12 CAPITAL SECURITIES GUARANTEE AGREEMENT HAWTHORNE FINANCIAL CORPORATION Dated as of March 28, 2001 TABLE OF CONTENTSHawthorne Financial Corp • March 30th, 2001 • Savings institution, federally chartered
EXHIBIT 4.21 DECLARATION OF TRUST OF HFC CAPITAL TRUST IIIHawthorne Financial Corp • March 28th, 2003 • Savings institution, federally chartered
June 21, 2002 Dear holders of First Fidelity convertible senior notes, This letter is being delivered to you in connection with the proposed merger (the "Merger") of First Fidelity Bancorp, Inc. ("First Fidelity") with a subsidiary of Hawthorne...Hawthorne Financial Corp • June 18th, 2002 • Savings institution, federally chartered
This letter is being delivered to you in connection with the proposed merger (the "Merger") of First Fidelity Bancorp, Inc. ("First Fidelity") with a subsidiary of Hawthorne Financial Corporation ("Hawthorne Financial") pursuant to an Agreement and Plan of Reorganization, dated as of March 19, 2002, and amended and restated on April 24, 2002 (as of March 19, 2002), by and among Hawthorne Financial, First Fidelity and the other parties thereto (the "Merger Agreement"). Upon consummation of the Merger, each share of common stock of First Fidelity issued and outstanding immediately prior thereto will be converted into the right to receive, on a share-by-share basis,
RECITALSBenefit Continuation Agreement • March 15th, 2004 • Hawthorne Financial Corp • Savings institution, federally chartered • California
