REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • 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 • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • California
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2012, by and between Bradley M. Shuster (the “Executive”) and NMI Holdings, Inc. (the “Company”), a Delaware corporation.
AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance
THIS AMENDMENT (this “Amendment”) to the Stock Purchase Agreement (the “Agreement”), dated as of November 30, 2011, by and among NMI Holdings, Inc., a corporation organized under the laws of the State of Delaware (the “Buyer”), and MAC Financial Ltd., a Bermuda exempted company (the “Seller”), is made and entered into as of April 6, 2012, by and between the Buyer and the Seller and is effective as of the date hereof. All capitalized terms used but not defined herein shall have the meaning assigned to them in the Agreement.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance
THIS AMENDMENT (this “Amendment”) to the Employment Agreement (the “Employment Agreement”), dated as of March 6, 2012, by and between John M. Sherwood (the “Executive”) and NMI Holdings, Inc. (the “Company”) a Delaware Corporation, is made and entered into as of April 24, 2012, by and between the Executive and the Company and is effective as of the date hereof. All capitalized terms used but not defined herein shall have the meaning assigned to them in the Employment Agreement.
STOCK PURCHASE AGREEMENT dated as of November 30, 2011 by and among NMI HOLDINGS, INC. and MAC FINANCIAL LTD.Stock Purchase Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • Delaware
This Stock Purchase Agreement (this “Agreement”) is entered into as of November 30, 2011, by and among NMI Holdings, Inc., a Delaware corporation (the “Buyer”), and MAC Financial Ltd., a Bermuda exempted company (the “Seller”).
CONFIDENTIAL TREATMENT REQUESTED PORTIONS OF THIS AGREEMENT MARKED BY *** HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONConfidential Treatment • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance
Re: Commitment Letter for Bulk Fannie Mae-Paid Loss-on-Sale Mortgage Insurance on the Portfolio of approximately $5.46 billion Purchased by Fannie Mae and Identified by Fannie Mae as Deal No. 2013 MIRT 01 and by the Company as Policy No. P-0001-01.
WARRANT to Purchase Common Stock ofStock Purchase Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2012, by and between MAC Financial Ltd., a Bermuda exempted company (“MAC”), and NMI Holdings, Inc., a Delaware corporation (the “Company”).
April 26, 2012NMI Holdings, Inc. • October 9th, 2013 • Surety insurance
NMI HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR CEO/CFO)Restricted Stock Unit Award Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • 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”).
NMI HOLDINGS, INC. 2012 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR MANAGEMENT)Plan Restricted Stock Unit Award Agreement • October 9th, 2013 • NMI Holdings, Inc. • Surety insurance • 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”).
