Exhibit 10.6.4

   

  CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT
        MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

  

   

  AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT

   

  Amendment No. 4 to Master Repurchase Agreement, dated as of January 5,
      2017 (this “Amendment”), between UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (the “Buyer”) and HOME POINT FINANCIAL CORPORATION (the “Seller”).

   

  RECITALS

   

  The Buyer and the Seller are parties to (a) that certain Master Repurchase
      Agreement, dated as of October 28, 2015 (as amended by Amendment No. 1, dated as of May 4, 2016, Amendment No. 2, dated as of September 15, 2016, and Amendment No. 3, dated as of September 28, 2016, the “Existing Repurchase Agreement”; as
      amended by this Amendment, the “Repurchase Agreement”) and (b) that certain Pricing Letter, dated as of October 28, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Letter”). Capitalized
      terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and Pricing Letter, as applicable.

   

  The Buyer and the Seller have agreed, subject to the terms and conditions
      of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.

   

  Accordingly, the Buyer and the Seller hereby agree, in consideration of
      the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:

   

  SECTION 1.  Notices. Section 23 of the Existing Repurchase
      Agreement is hereby amended by deleting the notice information for the Seller in its entirety and replacing it with the following:

   

  If to Seller:

   

  Home Point Financial Corporation

    1194 Oak Valley Drive, Suite 80

    Ann Arbor, MI 48108

    Attention: [***]

    Telephone: [***]

    Facsimile: [***]

    Email: [***]

   

  With a copy to:

   

  Home Point Financial Corporation

      1194 Oak Valley Drive, Suite 80

      Ann Arbor, MI 48108

      Attention: [***]

      Telephone: [***]

   

    

  1

    

  
     

    
      
 

  

   

  Facsimile: [***]

  Email: [***]

   

  SECTION 2.  Seller Authorizations. The Existing Repurchase
      Agreement is hereby amended by deleting Seller's Authorizations on Schedule 2 in its entirety and replacing it with Annex A attached hereto.

   

  SECTION 3.  Conditions Precedent. This Amendment shall become
      effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

   

  3.1 Delivered Documents. On the Amendment Effective Date, the
      Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance:

   

  (a)                this Amendment, executed and delivered by the Buyer and
      Seller;

   

  (b)               such other documents as the Buyer or counsel to the
      Buyer may reasonably request.

   

  SECTION 4.  Ratification of Agreement. As amended by this
      Amendment, the Existing Repurchase Agreement is in all respects ratified and confirmed and the Existing Repurchase Agreement as so modified by this Amendment shall be read, taken, and construed as one and the same instrument.

   

  SECTION 5.  Representations and Warranties. The Seller hereby
      represents and warrants to the Buyer that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Default or Event of Default has occurred or is continuing, and
      hereby confirms and reaffirms the representations and warranties contained in Section 10 of the Repurchase Agreement. The Seller hereby represents and warrants that this Amendment has been duly and validly executed and delivered by it, and
      constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

   

  SECTION 6.  Limited Effect. Except as expressly amended and
      modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

   

  SECTION 7.  Severability. Each provision and agreement herein shall
      be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

   

  SECTION 8.  Counterparts. This Amendment may be executed in any
      number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. The parties agree that this Amendment, any documents to be
      delivered pursuant to this Amendment and any notices hereunder may be transmitted between them by email and/or by facsimile. Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format

   

  
     

    
      
 

  

   

  (PDF) or by facsimile shall be effective as delivery of a manually executed original
      counterpart of this Amendment. The original documents shall be promptly delivered, if requested.

   

  SECTION 9.  Binding Effect. This Amendment shall be binding upon
      and inure to the benefit of the parties hereto and their respective successors and assigns.

   

  SECTION 10.  GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM,
      CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL
      APPLY TO THIS AMENDMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EFFECTIVENESS, VALIDITY AND ENFORCEABILITY OF ELECTRONIC CONTRACTS, OTHER RECORDS, ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES USED IN CONNECTION WITH ANY ELECTRONIC TRANSACTION
      BETWEEN BUYER AND SELLER SHALL BE GOVERNED BY E- SIGN.

   

  [SIGNATURE PAGES FOLLOW]

   

  
     

    
      
 

  

   

  IN WITNESS WHEREOF, the Buyer and the Seller have caused their names to
      be signed hereto by their respective officers thereunto duly authorized as of the date first above written.

   

  	 	UBS AG, BY AND THROUGH ITS BRANCH 
	 	 	OFFICE AT 1285 AVENUE OF THE 

            AMERICAS, NEW YORK, NEW YORK, as Buyer
	 	 	 
	 	By:	/s/ Chi Ma
	 	 	Name: Chi Ma
	 	 	Title: Director
	 	 	 
	 	By:	/s/ Ari Lash
	 	 	Name: Ari Lash
	 	 	Title: Executive Director
	 	 	 
	 	HOME POINT FINANCIAL CORPORATION,
	 	 	as Seller
	 	 	 
	 	By	/s/ William A. Newman
	 	 	Name: William A. Newman
	 	 	Title: Chief Executive Officer and President


   

  Signature Page to Amendment No. 4 to Master Repurchase Agreement

   

  
     

    
      
 

  

   

  ANNEX A

   

  SCHEDULE 2

   

  RESPONSIBLE OFFICERS

   

  SELLER AUTHORIZATIONS

   

  Any of the persons whose signatures and titles appear below are authorized, acting singly,
      to act for Seller under this Agreement:

   

  	Name	 	Title	 	Signature
	 	 	 	 	 
	William A. Newman	 	President and CEO	 	[***]
	 	 	 	 	 
	Howard Nathan	 	Head of Finance	 	[***]
	 	 	 	 	 
	Maria Fregosi	 	Chief Strategy Officer	 	[***]
	 	 	 	 	 
	William Fischer	 	Controller/Chief Accounting Officer	 	[***]
	 	 	 	 	 
	Douglas McClary	 	Managing Director, Capital Markets	 	[***]