STOCK PURCHASE AGREEMENT by and among REVERSE MORTGAGE SOLUTIONS, INC., as the Corporation, WALTER INVESTMENT MANAGEMENT CORP., as Buyer, JAM SPECIAL OPPORTUNITIES FUND, L.P., as the Principal Seller and the Sellers’ Representative, and the OTHER...Stock Purchase Agreement • September 6th, 2012 • Walter Investment Management Corp • Real estate investment trusts • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 31, 2012 (the “Effective Date”), by and among WALTER INVESTMENT MANAGEMENT CORP., a Maryland corporation (“WIMC”), Reverse Mortgage Solutions, Inc., a Delaware corporation (the “Corporation”), JAM SPECIAL OPPORTUNITIES FUND, L.P. (“Principal Seller”), and the stockholders listed on the signature pages hereto (the “Other Stockholder Sellers”, and together with Principal Seller, the “Sellers”).
LOCKUP AGREEMENTLockup Agreement • September 6th, 2012 • Walter Investment Management Corp • Real estate investment trusts • Delaware
THIS LOCKUP AGREEMENT, dated as of [ ], 2012 (the “Agreement”), is made by and among Walter Investment Management Corp., a Maryland corporation (“WIMC”), JAM Special Opportunities Fund, L.P. (“JAM”), RM Servicing Holdings, LLC (“Holdings”), Seymour Jacobs and Tommy Moore, Jr. (together with JAM, Holdings and Seymour Jacobs, the “JAM Sellers”), and Robert D. Yeary, H. Marc Helm and Kevin J. Gherardi (together with Robert D. Yeary and H. Marc Helm, the “Founder Stockholders”). The JAM Sellers and the Founder Stockholders, collectively, are referred to herein as the “Stockholders”. Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Stock Purchase Agreement (as defined below).
ESCROW AGREEMENTEscrow Agreement • September 6th, 2012 • Walter Investment Management Corp • Real estate investment trusts • New York
THIS ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of [•], 2012, by and among Walter Investment Management Corp., a Maryland corporation (“WIMC”), [Buyer], a [ ] corporation and Subsidiary of WIMC (“Buyer”), and JAM Special Opportunities Fund, L.P. (the principal seller and representative of the sellers listed on Schedule 1 hereto, the “Sellers” Representative” and, together with WIMC and Buyer, sometimes referred to individually as “Party” or collectively as the “Parties”) and JPMorgan Chase Bank, National Association “Escrow Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Underlying Agreement (as defined below).
Date] [Name] [Address] Dear [Name]:Separation Agreement and General • September 6th, 2012 • Walter Investment Management Corp • Real estate investment trusts
We are pleased that you have agreed to accept the position of [Title] of Reverse Mortgage Solutions, Inc. (collectively with its subsidiaries and affiliates “RMS” or the “Company”), subject to the Closing of an acquisition of RMS by Walter Investment Management Corp. (collectively with its subsidiaries and affiliates, “WIMC”) on the Closing Date (“Closing” and “Closing Date” being as defined in that certain Stock Purchase Agreement, dated as of [Date], by and among [Parties to SPA]. This letter (the “Agreement”) is intended to set forth the terms and conditions of your employment with the Company. Your employment shall begin on the Closing Date (the “Effective Date”). The term of this Agreement shall continue until the close of business on the second anniversary after the Effective Date (the “Initial Term”). Thereafter, the Term shall automatically extend annually for one year terms (each an “Extended Term” and together with the Initial Term, the “Term”) unless and until terminated as
