exv10w38w9w2



 





EXHIBIT 10.38.9.2




WAIVER




     WAIVER, dated as of January 15, 2008 (this “Waiver”), to (i) the Stock Purchase Agreement
(“SPA”), dated August 10, 2007, by and among Hanover Capital Mortgage Holdings, Inc. (“Hanover”),
and RCG PB, Ltd. and Portside Growth Opportunity Fund (collectively with RCG PB, Ltd., the
“Investor”) and (ii) the Second Amended and Restated Annex I (“Annex I”), dated as of November 13,
2007, forming a part of the TBMA Master Repurchase Agreement (September 1996 Version), dated as of
August 10, 2007 (the “Master Agreement” and, together with Annex I, Annex II and any schedules and
exhibits thereto, the “MRA”), between Hanover and Investor. Capitalized terms used but not defined
in this Waiver shall have the meanings ascribed to them in the SPA.



     Whereas, Hanover and the Investor are parties to the SPA and the MRA;



     Whereas, pursuant to the SPA, Hanover was required to file the Shelf Registration
Statement within 120 days after the date of the SPA, which requirement was previously waived by the
Investor;



     Whereas, Hanover has requested the Investor to waive certain additional provisions of
the SPA and the MRA;



     Whereas, the Investor is agreeable to the requested waivers, but only upon the terms,
and subject to the conditions contained herein;



     Now, Therefore, in consideration of the premises contained herein, the parties hereto
agree as follows:



     1. Waiver. Notwithstanding anything in the SPA or the MRA to the contrary, the
Investor hereby waives (a) the requirements in Section 5(a)(i)(A) through (C) of the SPA to file
and to use its reasonable best efforts to cause to be declared effective, the Shelf Registration
Statement, and (b) any default or Event of Default (as defined in the MRA) (which shall be deemed
not to have occurred or be continuing) under Section 11(a)(iv) of the MRA or otherwise that arises
or may arise from the failure of Hanover to file and to use its reasonable best efforts to cause to
be declared effective, the Shelf Registration Statement; provided, however, if the Investor
requests that any restrictive legend on the Shares be removed from the certificate or certificates
evidencing such Shares in accordance with Rule 144, and Hanover concludes that it cannot remove any
such restrictive legend, the requirements of Section 5(a)(i)(A) through (C) of the SPA shall again
be effective from and after the time that Hanover so concludes (which shall be no later than 10
business days following such request) and Hanover shall be obligated to (i) file the Shelf
Registration Statement within thirty (30) days after such conclusion and (ii) use its reasonable
best efforts to cause the Shelf Registration Statement to declared effective as promptly as
practicable.



     2. Continuing Effect; No other Waivers. Except as expressly provided herein, all of
the terms of the SPA and the MRA are and shall remain in full force and effect. The waivers
provided for herein are limited to the specific sections of the SPA and the MRA specified herein
and shall not constitute a waiver of any other provisions of the SPA or the MRA.



     3. Applicable Law. This Waiver and all questions relating to its validity,
interpretation and performance shall be governed by and construed in accordance with the laws of
the State of New York.



     4. Headings. All section headings herein have been inserted for convenience of
reference only and shall in no way modify or restrict any of the terms or provisions hereof.



     5. Counterparts. This Waiver may be signed in any number of counterparts, each of
which shall be an original for all purposes, but all of which taken together shall constitute only
one agreement. This Waiver shall become binding when one or more counterparts hereof, individually
or taken together, shall bear the signatures of all of the parties reflected hereon as the
signatories.



[Signature Page Follows]




 









 





     The parties hereto have executed this Waiver as of the day and year first above written.



	 	 	 	 	 
	 	HANOVER CAPITAL MORTGAGE HOLDINGS, INC.

 	 
	 	By:  	/s/ John A. Burchett
 	 
	 	 	Name:  	John A. Burchett 	 
	 	 	Title:  	Chairman, President and Chief Executive Officer 	 
	 
	 	RCG PB, LTD

 	 
	 	By:  	/s/ Owen Littman
 	 
	 	 	Name:  	Owen Littman 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	PORTSIDE GROWTH OPPORTUNITY FUND

 	 
	 	By:  	/s/ Owen Littman
 	 
	 	 	Name:  	Owen Littman 	 
	 	 	Title:  	Authorized Signatory