0001547903-13-000010 Sample Contracts

AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 9th, 2013 • NMI Holdings, Inc. • Surety insurance

THIS AMENDMENT (this “Amendment”) to the Stock Purchase Agreement (the “Agreement”), dated as of November 30, 2011, by and among NMI Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Buyer”), and MAC Financial Ltd., a Bermuda exempted company (the “Seller”), is made and entered into as of April 6, 2012, by and between the Buyer and the Seller and is effective as of the date hereof. All capitalized terms used but not defined herein shall have the meaning assigned to them in the Agreement.

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STOCK PURCHASE AGREEMENT dated as of November 30, 2011 by and among NMI HOLDINGS, INC. and MAC FINANCIAL LTD.
Stock Purchase Agreement • August 9th, 2013 • NMI Holdings, Inc. • Surety insurance • Delaware

This Stock Purchase Agreement (this “Agreement”) is entered into as of November 30, 2011, by and among NMI Holdings, Inc., a Delaware corporation (the “Buyer”), and MAC Financial Ltd., a Bermuda exempted company (the “Seller”).

CONFIDENTIAL TREATMENT REQUESTED PORTIONS OF THIS AGREEMENT MARKED BY *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
Confidential Treatment • August 9th, 2013 • NMI Holdings, Inc. • Surety insurance

Re: Commitment Letter for Bulk Fannie Mae-Paid Loss-on-Sale Mortgage Insurance on the Portfolio of approximately $5.46 billion Purchased by Fannie Mae and Identified by Fannie Mae as Deal No. 2013 MIRT 01 and by the Company as Policy No. P-0001-01.

January 16, 2013 NMI Holdings, Inc. National Mortgage Insurance Corporation Emeryville, CA 94608 Attn: Mr. Bradley Shuster, Chairman of the Board, President and Chief Executive Officer Re: NMI Conditional Approval Agreement Ladies and Gentlemen:
NMI Holdings, Inc. • August 9th, 2013 • Surety insurance

You have requested that Federal National Mortgage Association ("Fannie Mae") approve National Mortgage Insurance Corporation ("NMI") as a direct issuer of mortgage guaranty insurance under the Fannie Mae Qualified Mortgage Insurer Approval Requirements as they may be amended from time to time ("Requirements"). Effective as of the date hereof, and subject to the terms and conditions set forth below, Fannie Mae hereby conditionally approves NMI as a direct issuer of mortgage guaranty insurance for loans owned by or serviced for Fannie Mae.

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