STONEGATE MORTGAGE CORPORATION (An Ohio Corporation) [—] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
AMENDED AND RESTATED MASTER PARTICIPATION AGREEMENT between STONEGATE MORTGAGE CORPORATION (“Seller”) and MERCHANTS BANK OF INDIANA (“Participant”) July 1, 2013Master Participation Agreement • September 30th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • Indiana
THIS AMENDED AND RESTATED MASTER PARTICIPATION AGREEMENT (the “Agreement”) is made as of July 1, 2013, by and between STONEGATE MORTGAGE CORPORATION, having a principal place of business at 9190 Priority Way West Drive, Suite 300, Indianapolis, Indiana 46240 (“Seller”), and MERCHANTS BANK OF INDIANA, having an office at 11555 N. Meridian Street, Suite 400, Carmel, Indiana 46032 (“Participant”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • September 30th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This is Amendment No. 2 (this “Amendment”), dated as of September 29, 2013, to the Amended and Restated Shareholders’ Agreement (the “Agreement”), dated as of March 9, 2012, and amended by Amendment No. 1, dated as of May 15, 2013, 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”).
AMENDMENT NO. 2 TO INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • September 30th, 2013 • Stonegate Mortgage Corp • Mortgage bankers & loan correspondents • New York
This is Amendment No. 2 (this “Amendment”), dated as of September 29, 2013, to the Investor Rights Agreement (the “Agreement”), made as of March 9, 2012, and amended by Amendment No. 1, dated as of May 15, 2013, 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.
