ContractOwnership and Investment Agreement • November 3rd, 2010 • MP Thrift Investments L.P. • Savings institution, federally chartered
Contract Type FiledNovember 3rd, 2010 Company IndustryMP Thrift Investments L.P. (“MP Thrift”) is the direct owner of 8,884,637 shares of Mandatorily Convertible Non-Cumulative Perpetual Preferred Stock, Series D. MP Thrift is a limited partnership organized under the laws of Delaware formed for the purpose of acquiring the preferred stock of Flagstar Bancorp, Inc. MPGOP III Thrift AV-I L.P. (“MPGOP”) is a Delaware limited partnership and MPGOP (Cayman) III Thrift AV-I L.P. (“MPGOP Cayman”) is a Cayman Islands exempted limited partnership (together, the “New Fund”), holding 100 percent of the membership interests in MP Thrift. MPGOP has a 77.0497% interest in MP Thrift and MPGOP Cayman has a 22.9503% interest in MP Thrift. MP (Thrift) Global Partners III LLC (“MP LLC”) is a limited liability company organized under the laws of Delaware. The principal business of MP LLC is to serve as general partner of each of MPGOP, MPGOP Cayman, MP Thrift, MP (Thrift) Global Opportunities Partners (Special) III LP (“MPGOPS”) and MP (Thrift) Global Oppor