REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2013 • NMI Holdings, Inc. • New York
This Agreement is made pursuant to the Purchase/Placement Agreement (the “Purchase/Placement Agreement”), dated as of April 17, 2012 between the Company and FBR in connection with the purchase and sale or placement of an aggregate of 55,000,000 shares of Common Stock (plus an additional 8,250,000 shares to cover additional allotments, if any). In order to induce FBR to enter into the Purchase/Placement Agreement, the Company has agreed to provide the registration rights provided for in this Agreement to FBR, the Participants, and their respective direct and indirect transferees. The execution of this Agreement is a condition to the closing of the transactions contemplated by the Purchase/Placement Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • June 21st, 2013 • NMI Holdings, Inc. • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2012, by and between John M. Sherwood (the “Executive”) and NMI Holdings, Inc. (the “Company”), a Delaware corporation.
NONQUALIFIED STOCK OPTION AGREEMENT (FOR MANAGEMENT)Nonqualified Stock Option Agreement • June 21st, 2013 • NMI Holdings, Inc. • Delaware
THIS OPTION AGREEMENT (this “Agreement”), dated as of [●] (the “Date of Grant”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (“Participant”).
WARRANT to Purchase Common Stock ofStock Purchase Agreement • June 21st, 2013 • NMI Holdings, Inc. • Delaware
This certifies that, for value received, MAC Financial Ltd. is entitled, at any time and from time to time, beginning on the date hereof until 5:00 P.M., New York City time, on the Expiration Date (the “Warrant Exercise Period”) to purchase from NMI Holdings, Inc., a Delaware corporation, and any successor thereto (the “Company”), up to 678,295 Warrant Shares at the Exercise Price on the terms and conditions and pursuant to the provisions hereinafter provided. This Warrant is issued pursuant to Section 2.1(a) of the Purchase Agreement (as defined below) as partial consideration for the sale of the Purchased Shares (as defined in the Purchase Agreement).
NMI HOLDINGS, INC.Plan Nonqualified Stock Option Agreement • June 21st, 2013 • NMI Holdings, Inc. • Delaware
THIS OPTION AGREEMENT (this “Agreement”), dated as of [●] (the “Date of Grant”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (“Participant”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • June 21st, 2013 • NMI Holdings, Inc. • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [•] between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [director name] (“Indemnitee”).
NMI HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR NON-EMPLOYEE DIRECTORS)2012 Stock Incentive Plan Restricted Stock Unit Award Agreement • June 21st, 2013 • NMI Holdings, Inc. • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of [●] (the “Date of Grant”), is made by and between NMI Holdings, Inc., a Delaware corporation (the “Company”), and [NAME] (“Participant”).
WARRANT to Purchase Common Stock of NMI HOLDINGS, INC.NMI Holdings, Inc. • June 21st, 2013 • Delaware
This certifies that, for value received, FBR Capital Markets & Co.. is entitled, at any time and from time to time, beginning on the date hereof until 5:00 P.M., New York City time, on the Expiration Date (the “Warrant Exercise Period”) to purchase from NMI Holdings, Inc., a Delaware corporation, and any successor thereto (the “Company”), up to 313,870 Warrant Shares at the Exercise Price on the terms and conditions and pursuant to the provisions hereinafter provided. This Warrant is issued pursuant to Article IV of the Credit Agreement (as defined below) as partial consideration for the loans granted thereunder.
