NATIONSTAR MORTGAGE HOLDINGS INC. (a Delaware corporation) 16,666,667 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2012 • Nationstar Mortgage Holdings Inc. • Mortgage bankers & loan correspondents • New York
Nationstar Mortgage Holdings Inc., a Delaware corporation (the “Company”) and Nationstar Mortgage LLC, a Delaware limited liability company (“Nationstar LLC”), confirm their respective agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom you are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”) set forth in Schedules A and B hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 2,500,000
