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 • 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.
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
