Indianapolis, IN 46236. Re: Letter AgreementLetter Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
This Letter Agreement (“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 John F. Macke (“You”). The Agreement sets forth the terms of your employment with the Company as follows:
STONEGATE MORTGAGE CORPORATION LOGO]Stonegate Mortgage Corp • September 6th, 2013 • Mortgage bankers & loan correspondents
This letter agreement sets out the main terms of your appointment as a director. It is agreed between us that this is a contract for services and is not a contract of employment.
STONEGATE MORTGAGE CORPORATION AMENDED AND RESTATED 2011 OMNIBUS INCENTIVE PLAN OPTION AGREEMENT (Nonqualified Stock Options)Option Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
THIS OPTION AGREEMENT (this “Agreement”), dated as of the 15th day of May, 2013, is by and between STONEGATE MORTGAGE CORPORATION, an Ohio corporation (the “Corporation”), and JAMES J. CUTILLO (the “Participant”).
STONEGATE MORTGAGE CORPORATION 5,555,556 Shares of Common Stock PURCHASE/PLACEMENT AGREEMENT May 8, 2013Purchase/Placement Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
Stonegate Mortgage Corporation, an Ohio corporation (the “Company”), proposes to issue and sell to you, FBR Capital Markets & Co. (“FBR”), as initial purchaser, a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) equal to 5,555,556 shares less the number of Regulation D Shares sold in the Private Placement (each as defined herein) (the “Rule 144A/Regulation S Shares”).
STONEGATE MORTGAGE CORPORATION INVESTOR RIGHTS AGREEMENT March 9, 2012Investor Rights Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This Investor Rights Agreement (this “Agreement”) is 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” and/or, together with any transferees who become parties hereto as pursuant to Section 2.10, collectively, the “Investors”, and each, an “Investor”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
VOTING AGREEMENTVoting Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
THIS VOTING AGREEMENT (this “Agreement”), dated as of May 15, 2013, is entered into by and among Stonegate Mortgage Corporation, an Ohio corporation (the “Company”), Stonegate Investors Holdings LLC, a Delaware limited liability company (“Stonegate Holdings”) and FBR Capital Markets & Co., a Delaware corporation (“FBR”), for the benefit of FBR and the purchasers (“Participants”) of the Company’s common stock, $0.01 par value per share (“Company Common Stock”) in the private offering by the Company of shares of its Common Stock contemplated by the Purchase/Placement Agreement (defined below), and the direct and subsequent transferees of such shares of Common Stock of FBR and each of the Participants.
EMPLOYMENT AGREEMENTEmployment Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 9, 2012 (the “Effective Date”) by and between STONEGATE MORTGAGE CORPORATION, an Ohio corporation (the “Company”), and JAMES J. CUTILLO (“Executive”).
MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT between STONEGATE MORTGAGE CORPORATION, Seller and BANK OF AMERICA, N.A., Purchaser Dated as of June 24, 2013Mortgage Loan Participation Purchase and Sale Agreement • September 6th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This is a MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of June 24, 2013, between Bank of America, N.A. (“Purchaser”) and Stonegate Mortgage Corporation (“Seller”).
