PURCHASE AGREEMENT, BY AND AMONG WALKER & DUNLOP, INC., WALKER & DUNLOP, LLC, CW FINANCIAL SERVICES LLC AND CWCAPITAL LLC JUNE 7, 2012Purchase Agreement • June 19th, 2012 • Fortress Investment Group LLC • Investment advice • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”), is dated as of June 7, 2012, by and among Walker & Dunlop, Inc., a Maryland corporation (“Parent”), Walker & Dunlop, LLC, a Delaware limited liability company (the “Purchaser”), CW Financial Services LLC, a Delaware limited liability company (the “Seller”), and CWCapital LLC, a Massachusetts limited liability company (the “Company”). Each of Parent, the Purchaser, the Seller and the Company are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 19th, 2012 • Fortress Investment Group LLC • Investment advice • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of _____ __, 2012 by and between Walker & Dunlop, Inc., a Maryland corporation (the “Company”), and CW Financial Services LLC, a Delaware limited liability company (the “Initial Holder”).
VOTING AGREEMENTVoting Agreement • June 19th, 2012 • Fortress Investment Group LLC • Investment advice • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2012 by and among (i) Walker & Dunlop, Inc., a Maryland corporation (“Parent”), (ii) Walker & Dunlop, LLC, a Delaware limited liability company (“Purchaser”), (iii) Mallory Walker (“MW”), William M. Walker (“WW”), Richard Warner (“RW”), Deborah Wilson (“DW”), Richard M. Lucas (“RL”) and Howard W. Smith, III (“HS”, and together with MW, WW, RW, DW and RL, collectively the “Stockholders”), and (iii) CW Financial Services LLC, a Delaware limited liability company (“Seller”).
