REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 30th, 2020 • Gores Holdings IV, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 23, 2020, is made and entered into by and among Gores Holdings IV, Inc., a Delaware corporation (the “Company”), Gores Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
40,000,000 Units Gores Holdings IV, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2019 • Gores Holdings IV, Inc. • Blank checks • New York
Gores Holdings IV, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 40,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mea
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 30th, 2020 • Gores Holdings IV, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of January 22, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Holdings IV, Inc., a Delaware corporation (the “Company”), and Gores Sponsor IV LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between GORES HOLDINGS IV, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • January 30th, 2020 • Gores Holdings IV, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 23, 2020, is by and between Gores Holdings IV, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • December 5th, 2019 • Gores Holdings IV, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2020, by and between GORES HOLDINGS IV, INC., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 5th, 2019 • Gores Holdings IV, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2020 by and between Gores Holdings IV, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Gores Holdings IV, Inc. Beverly Hills, California 90212Gores Holdings IV, Inc. • December 5th, 2019 • Blank checks • New York
Gores Holdings IV, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Sponsor IV LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 11,500,000 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,500,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subject to adjustmen
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 30th, 2020 • Gores Holdings IV, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 23, 2020 by and between Gores Holdings IV, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Gores Holdings IV, Inc. Beverly Hills, CA 90212 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 30th, 2020 • Gores Holdings IV, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Gores Holdings IV, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) fi
MASTER REPURCHASE AGREEMENT Between: UBS BANK USA, as Buyer and UNITED SHORE FINANCIAL SERVICES, LLC, as Seller Dated as of November 5, 2014Master Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
This is a MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of November 5, 2014, by and between UNITED SHORE FINANCIAL SERVICES, LLC, a Michigan limited liability company (the “Seller”) and UBS BANK USA, a Utah corporation (the “Buyer”).
TAX RECEIVABLE AGREEMENT among SFS Holding Corp. and UWM Holdings Corporation Dated as of January 21, 2021Tax Receivable Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • Delaware
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of January 21, 2021, is hereby entered into by and among UWM Holdings Corporation, a Delaware corporation (the “Corporate Taxpayer”) and SFS Holding Corp., a Michigan corporation (“SFS” and together with each of its successors and assigns thereto, the “Members”).
MASTER REPURCHASE AGREEMENT Between BARCLAYS BANK PLC, as Purchaser and Agent and UNITED SHORE FINANCIAL SERVICES, LLC, as Seller Dated as of September 8, 2020Master Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
BARCLAYS BANK PLC, in its capacity as purchaser (together with its permitted successors and assigns in such capacity hereunder, “Barclays” or a “Purchaser”) and agent pursuant hereto (together with its permitted successors and assigns in such capacity hereunder, “Agent”),
UNITED WHOLESALE MORTGAGE, LLC, as Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee Indenture Dated as of November 22, 2021 5.750% Senior Notes Due 2027Supplemental Indenture • November 23rd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
INDENTURE, dated as of November 22, 2021, between UNITED WHOLESALE MORTGAGE, LLC, a Michigan limited liability company, as the Company, and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Trustee.
CREDIT AGREEMENT among UNITED WHOLESALE MORTGAGE, LLC as Borrower, GOLDMAN SACHS BANK USA, as Administrative Agent for the financial institutions that may from time to time become parties hereto as Lenders, and LENDERS from time to time party hereto...Credit Agreement • March 22nd, 2023 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT between BANK OF MONTREAL, as Buyer and UNITED WHOLESALE MORTGAGE, LLC, as Seller Dated as of July 24, 2020Master Repurchase Agreement and Securities Contract • November 8th, 2023 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
This is a MASTER REPURCHASE AGREEMENT AND SECURITIES CONTRACT, dated as of July 24, 2020, between UNITED WHOLESALE MORTGAGE, LLC (formerly known as United Shore Financial Services, LLC), a Michigan limited liability company (“Seller”), and BANK OF MONTREAL, a Canadian Chartered bank acting through its Chicago Branch (“Buyer”).
MASTER REPURCHASE AGREEMENT between BANK OF AMERICA, N.A. (“Buyer”) and UNITED SHORE FINANCIAL SERVICES, LLC (“Seller”) dated as of December 31, 2014Master Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
THIS MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of December 31, 2014, by and between Bank of America, N.A., a national banking association (“Buyer”), and United Shore Financial Services, LLC, a Michigan limited liability company (“Seller”).
AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent (“Administrative Agent”), CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its CAYMAN ISLANDS BRANCH, as...Master Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
This is an AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of May 8, 2017, by and among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, (“Administrative Agent”) on behalf of Buyers, including but not limited to Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (“CS Cayman” and a “Buyer”) and Alpine Securitization LTD (“Alpine” and a “Buyer”) and United Shore Financial Services, LLC (“Seller”).
Gores Holdings IV, Inc.Gores Holdings IV, Inc. • January 30th, 2020 • Blank checks • New York
This letter agreement by and between Gores Holdings IV, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of our sponsor, Gores Sponsor IV LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
UNITED SHORE FINANCIAL SERVICES, LLC as Issuer and U.S. BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of November 3, 2020 5.500% Senior Notes Due 2025Indenture • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
INDENTURE, dated as of November 3, 2020, between UNITED SHORE FINANCIAL SERVICES LLC, a Michigan limited liability company, as the Company, and US BANK NATIONAL ASSOCIATION, a national banking association, as Trustee.
MASTER REPURCHASE AGREEMENT among UNITED SHORE REPO SELLER 4 LLC (“Seller”) and UNITED WHOLESALE MORTGAGE, LLC (“Guarantor”) and GOLDMAN SACHS BANK USA (“Buyer”) dated as of April 23, 2021Master Repurchase Agreement • May 13th, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
THIS MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of April 23, 2021, by and among Goldman Sachs Bank USA, a national banking institution (“Buyer”), UNITED SHORE REPO SELLER 4 LLC, a Delaware limited liability company (“Seller”), and UNITED WHOLESALE MORTGAGE, LLC, a Michigan limited liability company (“Guarantor”).
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of January 21, 2021, is made and entered into by and among (i) UWM Holdings Corporation (f/k/a Gores Holdings IV, Inc.), a Delaware corporation (the “Company”), (ii) Gores Sponsor IV LLC, a Delaware limited liability company (the “Sponsor”), (iii) Randall Bort, (iv) William Patton, (v) Jeffrey Rea (together with Randall Bort, William Patton, Sponsor, the “Gores Holders”), and (vi) SFS Holding Corp., a Michigan corporation (the “SFS Holder”) and their respective Permitted Transferees (as defined herein). The Gores Holders, the SFS Holder and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement are each referred to herein as a “Holder” and collectively as the “Holders”).
GORES HOLDINGS IV SUBSCRIPTION AGREEMENTGores Holdings Iv Subscription Agreement • September 23rd, 2020 • Gores Holdings IV, Inc. • Blank checks
This SUBSCRIPTION AGREEMENT is entered into this 22nd day of September, 2020 (this “Subscription Agreement”), by and between Gores Holdings IV, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).
United Wholesale Mortgage, LLC PURCHASE AGREEMENTPurchase Agreement • November 23rd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 1st, 2023 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of September 30, 2022, is between UNITED WHOLESALE MORTGAGE, LLC, a Michigan limited liability company, in its capacity as borrower and servicer (“Borrower”), and CITIBANK, N.A., a national banking association, (the “Lender”).
AMENDMENT NO. 11 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
This is a MASTER REPURCHASE AGREEMENT, dated as of May 9, 2019, among UNITED SHORE REPO SELLER 1 LLC, a Delaware limited liability company (the “Seller”), UNITED SHORE REPO TRUST 1, a Delaware statutory trust (the “Trust Subsidiary” and together with Seller, each a “Seller Party” and collectively, the “Seller Parties”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a banking association organized under the laws of the United States (the “Buyer”).
MASTER REPURCHASE AGREEMENT Dated as of October 30, 2020 Among: CITIBANK, N.A., as Buyer, and UNITED SHORE FINANCIAL SERVICES, LLC, as a Seller jointly and severally with UNITED SHORE REPO SELLER 3 LLC, as a SellerMaster Repurchase Agreement • August 16th, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
This MASTER REPURCHASE AGREEMENT, dated as of October 30, 2020, is entered into by and among UNITED SHORE FINANCIAL SERVICES, LLC, a Michigan limited liability company, as a seller (“United Shore” and a “Seller”), UNITED SHORE REPO SELLER 3 LLC, a Delaware limited liability company, as a seller (“Participation Seller” and a “Seller”; together with United Shore jointly and severally, the “Sellers”) and CITIBANK, N.A., a national banking association as buyer (“Buyer”, which term shall include any “Principal” as defined and provided for in Annex I), or as agent pursuant hereto (“Agent”).
ASSIGNMENT AND AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT AND ASSIGNMENT AND AMENDMENT NO. 7 TO PRICING LETTERMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Assignor and Seller are parties to that certain (a) Master Repurchase Agreement, dated as of November 5, 2014 (as amended by Amendment No. 1, dated as of November 4, 2015, the “Existing Repurchase Agreement”, and as further amended by this Amendment, the “Repurchase Agreement”) and (b) Pricing Letter, dated as of November 5, 2014 (as amended by Amendment No. 1, dated as of July 9, 2015, Amendment No. 2, dated as of July 17, 2015, Amendment No. 3, dated as of November 4, 2015, Amendment No. 4, dated as of January 26, 2016, Amendment No. 5, dated as of March 7, 2016 and Amendment No. 6, dated as of June 4, 2016, the “Existing Pricing Letter”, and as further amended by this Amendment, the “Pricing Letter”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Existing Pricing Letter, as applicable.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 9th, 2024 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), is entered into as of March 20, 2024, by and among UNITED WHOLESALE MORTGAGE, LLC, a Michigan limited liability company, as borrower (the “Borrower”), the financial institutions that are parties hereto as lenders (each such financial institution, a “Lender” and collectively, the “Lenders”) and GOLDMAN SACHS BANK USA (“GS Bank”), as administrative agent (the “Administrative Agent”).
AMENDMENT NO. 9 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 9 to Master Repurchase Agreement, dated as of April 15, 2020 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and United Shore Financial Services, LLC (the “Seller”).
AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 3 to Master Repurchase Agreement, dated as of November 2, 2016 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and United Shore Financial Services, LLC (the “Seller”).
LEASE AGREEMENT by and between PONTIAC SOUTH BOULEVARD, LLC, a Michigan limited liability company and UNITED SHORE FINANCIAL SERVICES, LLC, a Michigan limited liability companyLease Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • Michigan
Set forth below is a summary of certain terms and conditions of the Lease Agreement between Pontiac South Boulevard, LLC, a Michigan limited liability company, as Landlord, and United Shore Financial Services, LLC, a Michigan limited liability company, as Tenant, solely for the convenience of the parties. In the event there is a conflict between this Lease Summary and the terms and conditions of the Lease, the terms and conditions of the Lease shall prevail.
AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 2 to Master Repurchase Agreement, dated as of December 30, 2015 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and United Shore Financial Services, LLC (“Seller”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF UWM HOLDINGS, LLC a Delaware limited liability company Dated as of January 21, 2021Limited Liability Company Agreement • January 25th, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • Delaware
This FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (together with the Exhibits and Schedules attached hereto and as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), of UWM Holdings, LLC, a Delaware limited liability company (the “Company”), is entered into effective as of January 21, 2021, by its Members (as defined below) and UWM Holdings Corporation, a Delaware corporation formerly known as “Gores Holdings IV, Inc.” (together with its successors and permitted assigns, the “Corporation”).
FOURTH AMENDMENT TO LEASELease • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents
This Fourth Amendment To Lease (“4th Amendment”) is made this 21st day of February, 2019, and shall be effective as of January 1, 2018 (the “Effective Date”), by and between Pontiac Center Investment, LLC, a Michigan limited liability company (the “Landlord”) and United Shore Financial Services, LLC, a Michigan limited liability company (the “Tenant”) with respect to the Lease dated June 28, 2017, as amended pursuant to the First Amendment To Lease dated May 11, 2018, Second Amendment To Lease dated June 20, 2018, and Third Amendment To Lease dated September 28, 2018 (collectively, the “Lease”) of the premises commonly known as 585 South Boulevard East, Pontiac, Michigan, as more particularly described in the Lease (the “Premises”).
AMENDMENT NO. 8 TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • January 22nd, 2021 • UWM Holdings Corp • Mortgage bankers & loan correspondents • New York
Amendment No. 8 to Master Repurchase Agreement, dated as of January 13, 2020 (this “Amendment”), by and between Bank of America, N.A. (“Buyer”) and United Shore Financial Services, LLC (“Seller”).
