REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of May 8, 2013, between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 5,555,556 shares of Common Stock (plus up to an additional 833,333 shares that FBR has the option to purchase or place to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and subsequent transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
MASTER REPURCHASE AGREEMENT Between BARCLAYS BANK PLC, as Purchaser and Agent and STONEGATE MORTGAGE CORPORATION, as Seller Dated as of December 24, 2012Master Repurchase Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
MASTER REPURCHASE AGREEMENT between BANK OF AMERICA, N.A. (“Buyer”) and STONEGATE MORTGAGE CORPORATION (“Seller”) dated as of February 28, 2013Master Repurchase Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
THIS MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of February [ ], 2013 by and between Bank of America, N.A., a national banking association (“Buyer”), and Stonegate Mortgage Corporation, an Ohio corporation (“Seller”).
AMENDED AND RESTATED MASTER PARTICIPATION AGREEMENT between STONEGATE MORTGAGE CORPORATION (“Seller”) and MERCHANTS BANK OF INDIANA (“Participant”) July 1, 2012Master Participation Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
THIS AMENDED AND RESTATED MASTER PARTICIPATION AGREEMENT (the “Agreement”) is made as of July 1, 2012, by and between STONEGATE MORTGAGE CORPORATION, having a principal place of business at 10412 Allisonville Road, Suite 250, Fishers, Indiana 46038 (“Seller”), and MERCHANTS BANK OF INDIANA, having an office at 11555 N. Meridian Street, Suite 400, Carmel, Indiana 46032 (“Participant”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents
WHEREAS, STONEGATE MORTGAGE CORPORATION, an Ohio corporation (the “Company”) and JAMES J. CUTILLO (“Executive”) are each a party to an employment agreement (the “Employment Agreement”), dated as of March 9, 2012; and
MASTER LOAN PARTICIPATION AND SERVICING AGREEMENT between STONEGATE MORTGAGE CORPORATION (“Seller”) and BANK OF VIRGINIA (“Participant”) November 19, 2012Master Loan Participation and Servicing Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
THIS MASTER LOAN PARTICIPATION AND SERVICING AGREEMENT (this “Agreement”) is made as of November 19, 2012, by and between STONEGATE MORTGAGE CORPORATION, an Ohio corporation having its principal place of business at 9190 Priority Way West Drive, Suite 300, Indianapolis, Indiana (“Seller”), and BANK OF VIRGINIA, having its place of business at 11730 Hull Street Road, Midlothian, Virginia 23112 (“Participant”).
STONEGATE MORTGAGE CORPORATION AMENDED AND RESTATED 2011 OMNIBUS INCENTIVE PLAN OPTION AGREEMENT (Nonqualified Stock Options)Option Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
THIS OPTION AGREEMENT (this “Agreement”), dated as of the — day of May, 2013, is by and between STONEGATE MORTGAGE CORPORATION, an Ohio corporation (the “Corporation”), and [PARTICIPANT] (the “Participant”).
AMENDMENT NO. 1 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This is Amendment No. 1 (this “Amendment”), dated as of May 15, 2013, to the Investor Rights Agreement (the “Agreement”), dated as of made as of March 9, 2012, by and between Stonegate Mortgage Corporation, an Ohio corporation, (the “Company”) and Stonegate Investors Holdings LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholder Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This is Amendment No. 1 (this “Amendment”), dated as of May 15, 2013, to the Amended and Restated Shareholders’ Agreement (the “Agreement”), dated as of March 9, 2012, is by and among Stonegate Mortgage Corporation, an Ohio corporation (the “Company”), Stonegate Investors Holdings LLC, a Delaware limited liability company (the “Purchaser” or the “Investor”), and those certain other stockholders of the Company signatories hereto (the “Other Stockholders”, and together collectively with the Purchaser, the “Stockholders”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of May 14th, 2013 (the “Effective Date”) by and between STONEGATE MORTGAGE CORPORATION, an Ohio corporation (the “Company”), and DANIEL J. BETTENBURG (“Executive”).
AMENDED AND RESTATED MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT between MERCHANTS BANK OF INDIANA (“Lender”) and STONEGATE MORTGAGE CORPORATION (“Borrower”) May 1, 2011Mortgage Warehouse Loan and Security Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
This AMENDED AND RESTATED MORTGAGE WAREHOUSE LOAN AND SECURITY AGREEMENT is made and entered into as of May 1, 2010, by and between MERCHANTS BANK OF INDIANA (“Lender”) and STONEGATE MORTGAGE CORPORATION, an Ohio corporation (“Borrower”).
STONEGATE MORTGAGE CORPORATION AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT March 9, 2012Shareholder Agreement • June 28th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This Amended and Restated Shareholders’ Agreement dated as of March 9, 2012 (this “Agreement”), by and among Stonegate Mortgage Corporation, an Ohio corporation, (the “Company”), Stonegate Investors Holdings LLC, a Delaware limited liability company (the “Purchaser” and/or, together with any transferees who become parties hereto as “Investors” pursuant to Section 7.2, the “Investors”), and those certain other stockholders of the Company signatories hereto (together with any subsequent stockholders and/or option holders, or any transferees, who become parties hereto as “Other Stockholders” pursuant to Section 7.1 or 7.2, the “Other Stockholders”, and together collectively with the Investors, the “Stockholders”).
