VOTING AGREEMENT AND PROXYVoting Agreement and Proxy • December 19th, 2014 • Wmi Holdings Corp. • Savings institution, federally chartered • New York
This Voting Agreement (this “Agreement”), dated as of December 19, 2014, is entered into by and between WMI Holdings Corp., a Washington corporation (the “Company”), and KKR Fund Holdings L.P. (the “Shareholder”).
WMI HOLDINGS CORP. 600,000 shares of 3.00% Series B Convertible Preferred Stock Par value $0.00001 and liquidation preference $1,000 per share Purchase AgreementLetter Agreement • December 19th, 2014 • Wmi Holdings Corp. • Savings institution, federally chartered • New York
WMI Holdings Corp., a corporation organized under the laws of Washington (the “Company”), proposes to issue and sell to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), 600,000 shares of 3.00% Series B Convertible Preferred Stock, par value $0.00001 and liquidation preference $1,000 per share (the “Securities”), subject to reduction as provided in Section 2 hereof. The Securities are mandatorily convertible into shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company at the conversion price set forth in Schedule III hereto. The terms of the Securities will be set forth in a certificate of designation (the “Certificate of Designation”), to be dated as of the Closing Date (as defined below). The Securities and the Common Stock issuable upon mandatory conversion of the Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreement”), to be dated as of the Closing Date, between
AMENDMENT AND WAIVERAmendment and Waiver • December 19th, 2014 • Wmi Holdings Corp. • Savings institution, federally chartered • New York
AMENDMENT AND WAIVER dated as of December 19, 2014 (this “Amendment”) to the Note Purchase Agreement dated as of January 30, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) by and among WMI Holdings Corp., a Washington corporation (together with its successor in the Reincorporation (as defined below), the “Company”), WMI Investment Corp., a Delaware corporation (the “Guarantor”), and KKR Management Holdings L.P. (the “Purchaser”). Capitalized terms used herein but not specifically defined herein shall have the meanings ascribed to them in the Agreement.
KKR MANAGEMENT HOLDINGS L.P. New York, NY 10019 KKR FUND HOLDINGS L.P. New York, NY 10019Letter Agreement • December 19th, 2014 • Wmi Holdings Corp. • Savings institution, federally chartered • New York
