WMI Holdings Corp. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2015 • Wmi Holdings Corp. • Savings institution, federally chartered • New York
WMI Holdings Corp., a Washington corporation (the “Company”), proposes to issue and sell (such issuance and sale, the “Initial Placement”) to the Initial Purchasers (as defined below), upon the terms set forth in a purchase agreement, dated December 19, 2014 (the “Purchase Agreement”), 600,000 shares of its 3.00% Series B Convertible Preferred Stock, par value $0.00001 and liquidation preference $1,000 per share (the “Convertible Preferred Stock”). The Convertible Preferred Stock will be mandatorily convertible into shares of Common Stock (as defined below) pursuant to the terms of the Certificate of Designation (as defined below). As an inducement to you to enter into the Purchase Agreement and in satisfaction of a condition to your obligations thereunder, the Company agrees with you, (i) for your benefit and (ii) for the benefit of the Holders (as defined below) from time to time of the Convertible Preferred Stock and the shares of Common Stock issuable upon mandatory conversion of t
ESCROW AGREEMENT by and among WMI HOLDINGS CORP. and CITIBANK, N.A., as Escrow Agent Dated as of January 5, 2015Escrow Agreement • January 5th, 2015 • Wmi Holdings Corp. • Savings institution, federally chartered • New York
ESCROW AGREEMENT (this “Agreement”), dated as of January 5, 2015, by and among WMI Holdings Corp., a corporation organized under the laws of Washington (the “Company”), and Citibank, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) and acting through its Agency and Trust Division and solely in its capacity as escrow agent under this Agreement, and any successors appointed pursuant to the terms hereof (Citibank in such capacity, the “Escrow Agent”).
AGREEMENT FOR TERMINATION OF FINANCING AGREEMENTTermination Agreement • January 5th, 2015 • Wmi Holdings Corp. • Savings institution, federally chartered • New York
AGREEMENT dated as of January 5, 2015 (this “Agreement”) by and among WMI Holdings Corp., a Washington corporation (the “Borrower”), WMI Investment Corp., a Delaware corporation (the “Guarantor,” each of the Borrower and Guarantor a “Loan Party” and collectively, the “Loan Parties”), the lenders named on the signature pages hereto constituting all of the Lenders party to the Financing Agreement referenced below (each a “Lender” and collectively, the “Lenders”) and U.S. Bank National Association, a national banking association, as administrative agent for the Lenders (together with its successors and assigns, in such capacity, the “Agent”).
