1. RECITALSCredit Agreement • November 15th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents • Illinois
MERGER AGREEMENTMerger Agreement • March 27th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
Exhibit 13 STOCK OPTION AGREEMENT ---------------------- THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement"), dated as of January 21, 2000 (the "Date of Grant"), grant number PF001598, by and between Prism Financial Corporation, a Delaware...Stock Option Agreement • March 27th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • May 19th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents
Exhibit 14 NON-QUALIFIED STOCK OPTION AGREEMENT ------------------------------------ THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Option Agreement"), dated as of January 21, 2000 (the "Date of Grant"), grant number PF001597, by and between Prism...Non-Qualified Stock Option Agreement • March 27th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
EXHIBIT 2 STOCKHOLDERS' AGREEMENT STOCKHOLDERS' AGREEMENT (the "Agreement"), dated as of March 10, 2000, by and among Royal Bank of Canada, a Canadian commercial bank ("Parent"), Rainbow Acquisition Subsidiary, Inc., a Delaware corporation and a...Stockholders' Agreement • March 22nd, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
andRights Agreement • March 27th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
Exhibit 10.2 AGREEMENT FOR THE PURCHASE AND SALE OF THE CAPITAL STOCK OF PACIFIC GUARANTEE MORTGAGE CORPORATIONPurchase and Sale Agreement • April 1st, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents • Illinois
Exhibit 10 EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 10th day of March 2000, by and among Prism Financial Corporation, a Delaware corporation (the "Company"), Mark A. Filler (the "Executive"), and Royal Bank of Canada, a bank organized and...Employment Agreement • March 27th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Illinois
RECITALS --------Restricted Stock Agreement • March 27th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
Exhibit 3 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (the "Agreement"), effective as of March 19, 1999, by and among the shareholders (the "Shareholders") of Prism Mortgage Company, an Illinois corporation ("Prism Mortgage"), set forth on...Share Exchange Agreement • March 24th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Illinois
Exhibit 11 EMPLOYMENT AGREEMENT AGREEMENT, dated as of the 10th day of March 2000, by and among Prism Financial Corporation, a Delaware corporation (the "Company"), David A. Fisher (the "Executive"), and Royal Bank of Canada, a bank organized and...Employment Agreement • March 27th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Illinois
Exhibit 20 FIRST AMENDMENT TO RIGHTS AGREEMENT This First Amendment (the "Amendment"), dated as of March 10, 2000, is entered into by and between Prism Financial Corporation, a Delaware corporation, (the "Company"), and LaSalle Bank National...Rights Agreement • March 27th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
BY AND BETWEENExecutive Employment Agreement • May 19th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents • Oregon
andRights Agreement • February 8th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
Exhibit 18 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
Exhibit 10.8 CREDIT AGREEMENT This Agreement, dated as of March 31, 1999, is among Prism Mortgage Company, an Illinois corporation, Pacific Guarantee Mortgage Corporation, a California corporation, Mortgage Market, Inc., an Oregon corporation,...Credit Agreement • April 29th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents • Illinois
Exhibit 7 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT DATED AS OF JULY 31, 1998 BY AND BETWEEN PACIFIC GUARANTEE MORTGAGE CORPORATION AND WILLIAM D. OSENTONExecutive Employment Agreement • May 19th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents • California
PRISM FINANCIAL CORPORATION 2,500,000 Shares of Common Stock (1) FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • May 21st, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents • Illinois
W I T N E S S E T H:Purchase and Sale Agreement • May 19th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents
By: /s/ David A. Fisher -------------------------------- Name: David A. Fisher ------------------------------ Title: Senior Vice President and Chief Financial Officer ----------------------------- PACIFIC GUARANTEE MORTGAGE CORPORATION, a California...Credit Agreement • November 15th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents
March 22, 2000 Dear Fellow Stockholders: We are pleased to inform you that on March 10, 2000, Prism Financial Corporation ("Prism") entered into a Merger Agreement (the "Merger Agreement") with Royal Bank of Canada, a Canadian commercial bank...Merger Agreement • March 27th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents
We are pleased to inform you that on March 10, 2000, Prism Financial Corporation ("Prism") entered into a Merger Agreement (the "Merger Agreement") with Royal Bank of Canada, a Canadian commercial bank ("Parent"), and Prism Acquisition Subsidiary, Inc. (f/k/a Rainbow Acquisition Subsidiary, Inc.), a Delaware corporation and a wholly owned, indirect subsidiary of Parent ("Purchaser"), pursuant to which Purchaser has today commenced a tender offer (the "Offer") to purchase all of the outstanding shares of Prism common stock, par value $.01 per share (the "Shares"), together with the associated rights to purchase preferred stock pursuant to the Rights Agreement, dated as of January 27, 2000, between Prism and LaSalle Bank National Association, as Rights Agent, for $7.50 per Share in cash. Under the Merger Agreement and subject to the terms thereof, following the Offer, Purchaser will be merged with and into Prism (the "Merger") and all Shares not purchased in the Offer (other than Shares
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 19th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents • Delaware
is the owner of --------------------------------------------------------------- ------------------------------- FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, OF PRISM FINANCIAL CORPORATION (hereinafter called the...Common Stock Certificate • May 19th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents
INCORPORATED UNDER THE LAWS CUSIP 74264Q 10 8 OF THE STATE OF DELAWARE PRISM FINANCIAL CORPORATION SEE REVERSE FOR CERTAIN DEFINITIONS
EXHIBIT 10.19Credit Agreement • March 30th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents
TABLE OF CONTENTSPurchase and Sale Agreement • May 19th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents • Illinois
ROYAL BANK OF CANADA Royal Bank Plaza MUTUAL CONFIDENTIALITY AGREEMENT 200 Bay Street Toronto, Ontario M5J 2J5 Canada (416) 974-9878 CONFIDENTIAL as of January 31, 2000 Prism Financial Corporation 440 North Orleans Chicago, Illinois 60610 Attention:...Mutual Confidentiality Agreement • March 27th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • New York
TABLE OF CONTENTSPurchase and Sale Agreement • May 19th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents • Illinois
TABLE OF CONTENTSLoan and Security Agreement • November 15th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents • Illinois
W I T N E S S E T H:Purchase and Sale Agreement • May 19th, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents
ARTICLE I DEFINITIONSLine of Credit Agreement • March 30th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents • Illinois
Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is dated as of July 31, 1998 by and between PACIFIC GUARANTEE MORTGAGE CORPORATION, a California corporation ("PGM"), and WILLIAM D. OSENTON ('"Osenton")....Executive Employment Agreement • April 1st, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents • California
FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT is entered into as of May 19, 1999 ("Fourth Amendment") by and among Bruce Barbera and William Osenton ("Sellers") and Prism Mortgage Company...Purchase and Sale Agreement • May 21st, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents
Exhibit 10.4 PRISM EQUITY VALUE PLAN-I This agreement establishing the Prism Equity Value Plan-I (the "Agreement" or "Plan") is dated as of March 1999, but is effective as of August 31, 1998 (the "Effective Date"), by PRISM MORTGAGE COMPANY, an...Equity Value Plan • April 1st, 1999 • Prism Financial Corp • Mortgage bankers & loan correspondents • Illinois
