0000912057-04-000456 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • April 30th, 2004 • Mortgageit Holdings Inc • Real estate investment trusts • New York

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of March 22, 2004, by and between MortgageIT, Inc., a New York corporation (“MIT”) and MortgageIT Holdings, Inc., a Maryland corporation (“MIT Holdings”).

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MORTGAGE IT Owner and GMAC MORTGAGE CORPORATION Servicer
Loan Servicing Agreement • April 30th, 2004 • Mortgageit Holdings Inc • Real estate investment trusts • Pennsylvania

THIS LOAN SERVICING AGREEMENT (“Agreement”) is entered into this 26th day of September, 2003 by and between GMAC MORTGAGE CORPORATION, a Pennsylvania corporation (“Servicer”), and MORTGAGE IT a New York corporation (“Owner”).

FIRST AMENDMENT TO LOAN SERVICING AGREEMENT
Loan Servicing Agreement • April 30th, 2004 • Mortgageit Holdings Inc • Real estate investment trusts

This First Amendment (“First Amendment”), dated and effective as of the 14th day of April 2004, to the Loan Servicing Agreement dated as of September 26, 2003 (the “LSA”) by and between Mortgage IT (“Owner”), a New York corporation, and GMAC Mortgage Corporation (“Sevicer”), a Pennsylvania corporation.

MORTGAGEIT, INC. NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 30th, 2004 • Mortgageit Holdings Inc • Real estate investment trusts • New York

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 29, 2004, by and among MORTGAGEIT, INC., a New York corporation (the “Company”), and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Schedule I (which entities and any successors thereto are hereinafter collectively referred to as the “Purchasers” and each individually as a “Purchaser”).

MASTER REPURCHASE AGREEMENT Between: Merrill Lynch Commercial Finance Corp., as Buyer and MortgageIT, Inc., as Seller Dated as of June 20, 2003
Master Repurchase Agreement • April 30th, 2004 • Mortgageit Holdings Inc • Real estate investment trusts • New York

This is a MASTER REPURCHASE AGREEMENT, dated as of June 20, 2003, between MortgageIT, Inc., a New York corporation (the “Seller”) and MERRILL LYNCH COMMERCIAL FINANCE CORP., a New York corporation (the “Buyer”).

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