FIRST AMENDMENT TO PURCHASE
AGREEMENT
THIS FIRST
AMENDMENT TO PURCHASE AGREEMENT (this “ Amendment
”), dated as of December
, 2008, is entered into by and among Flagstar Bancorp, Inc., a
Michigan corporation (the “ Company ”), and
, (the “
Purchaser ”).
WHEREAS ,
the Company and the Purchaser entered into that certain Purchase
Agreement, dated as of May 14, 2008 (the “ Purchase
Agreement” ), pursuant to which the Purchaser purchased
(i) shares of the Company’s common stock (“
Common Shares ”) and (ii) shares of the
Company’s mandatory convertible non-cumulative perpetual
preferred stock that automatically converted into shares of the
Company’s common stock on August 12, 2008 (as so
converted, the “ Converted Shares ,” and
together with the Common Shares , the “ Purchaser
Shares ”);
WHEREAS ,
in the event that the Company sells (i) shares of its common
stock at a price less than $4.25 per share or (ii) securities
convertible into shares of its common stock at a price less than
$4.25 per share, Section 8 of the Purchase Agreement provides
that the Company shall pay cash to the Purchaser in an amount per
share of the Company’s common stock held by such Purchaser
calculated as set forth therein;
WHEREAS ,
the Company has applied for participation in the United States
Department of the Treasury’s capital purchase program (the
“ TARP Program ”) pursuant to which the Company
will issue shares of the Company’s preferred stock and a
warrant to purchase shares of the Company’s common stock (the
“ TARP Investment ”);
WHEREAS ,
in order to consummate the TARP Investment, the Company and the
Purchaser desire to amend the Purchase Agreement to provide for the
issuance of warrants to the Purchaser in lieu of the cash payment
required pursuant to Section 8 of the Purchase
Agreement;
NOW,
THEREFORE , in consideration of the foregoing and the promises
and covenants set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto consent and agree as
follows:
1.
Defined Terms . All terms capitalized not defined herein
shall have the meanings given to them in the Purchase
Agreement.
2.
Amendment . The following will be added to the end of
Section 8 of the Purchase Agreement:
“(d) The
Company has applied for participation in the United States
Department of the Treasury’s capital purchase program (the
“TARP Program”) pursuant to which, if approved, the
Company will issu
