0001047469-04-018668 Sample Contracts

MortgageIT Holdings, Inc. [ Shares] Common Stock ($0.01 Par Value) FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • May 26th, 2004 • Mortgageit Holdings Inc • Real estate investment trusts • New York

Simultaneously with, or prior to, the time of purchase (as herein defined), the Company will acquire MortgageIT, Inc., a New York corporation (“MIT”), through the merger of MIT Acquisition Corp., a New York corporation and wholly owned subsidiary of the Company, with and into MIT, pursuant to which MIT will become a wholly owned subsidiary of the Company. The merger will be effectuated pursuant to the terms and conditions set forth in that Agreement and Plan of Reorganization (the “Reorganization Agreement”) dated as of March 22, 2004 by and among the Company, MIT and MIT Acquisition Corp.

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EMPLOYMENT AGREEMENT
Employment Agreement • May 26th, 2004 • Mortgageit Holdings Inc • Real estate investment trusts • Maryland

EMPLOYMENT AGREEMENT (“Agreement”), dated this 1st day of April 2004, by and between DOUG W. NAIDUS (the “Executive”), MORTGAGEIT HOLDINGS, INC. (the “Company”) and MORTGAGEIT, INC. (“MortgageIT” and, together with the Company, the “Employers”).

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