Exhibit 10.2.2

   

  EXECUTION

   

  AMENDMENT NUMBER TWO

    to the

  MASTER REPURCHASE AGREEMENT

  Dated as of June 3, 2020,

    among

  HOME POINT FINANCIAL CORPORATION,

    MORGAN STANLEY BANK. N.A.,

    and

  MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC

   

  This AMENDMENT NUMBER TWO
    (this “Amendment”) is made this 18th day of November, 2020, among HOME POINT FINANCIAL CORPORATION, a New Jersey
    corporation, as seller (“Home Point”), MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“Buyer”)
    and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as agent for the Buyer (“Agent”),
    to the Master Repurchase Agreement, dated as of June 3, 2020, as amended by that certain Amendment Number One to the Master Repurchase
    Agreement, dated as of August 14, 2020 (as may be amended, modified or supplemented from time to time, the “Agreement”),
    among Seller, Buyer and Agent, as such agreement may be further amended from time to time. Capitalized terms used but not otherwise
    defined herein shall have the meanings assigned to such terms in the Agreement.

   

  RECITALS

   

  WHEREAS, Seller, Buyer and
    Agent have agreed to amend the Agreement as more specifically set forth herein; and

   

  WHEREAS, as of the date hereof,
    Seller represents to Buyer and Agent that Seller is in full compliance with all of the terms and conditions of the Agreement and
    each other Repurchase Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other
    Repurchase Document.

   

  NOW THEREFORE, for good and
    valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained,
    the parties hereto hereby agree as follows:

   

  SECTION 1.  Amendment.
    The Agreement is hereby amended as follows:

   

  Section 1.01 Schedule 1 of
    the Agreement is hereby amended by deleting clause (ss) in its entirety and replacing it with the following:

   

  (ss)   Origination
      Date. With respect to any Mortgage Loan originated by the Seller, the Origination Date is no earlier than 30 days prior to
    the date the Mortgage Loan is first included as a Purchased Loan under the Repurchase Agreement. With respect to any Mortgage Loan
    originated by a Qualified Originator other than the Seller, the Origination Date is no earlier than 90 days prior to the date the
    Mortgage Loan is first included as a Purchased Loan under the Repurchase Agreement.

   

  SECTION 2.   Effective
        Date. This Amendment shall become effective as of the date (the “Amendment Effective Date”) that the
    Agent shall have received counterparts hereof duly executed by each of the parties hereto.

   

  
  
     

  

  
     

  

  
   

  SECTION 3.  Fees
        and Expenses. Seller agrees to pay to Buyer and Agent all reasonable out-of-pocket costs and expenses incurred by Buyer
    or Agent in connection with this Amendment (including all reasonable fees and out-of-pocket costs and expenses of Buyer’s
    or Agent’s legal counsel) in accordance with Section 14.04 and 14.06 of the Agreement.

   

  SECTION 4.  Representations.
    Seller hereby represents to Buyer and Agent that as of the date hereof, Seller is in full compliance with all of the terms
    and conditions of the Agreement and each other Repurchase Document and no Default or Event of Default has occurred and is continuing
    under the Agreement or any other Repurchase Document.

   

  SECTION 5.   Binding
        Effect; Governing Law. THIS AMENDMENT SHALL BE BINDING AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE
    SUCCESSORS AND PERMITTED ASSIGNS. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE
    OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW
    YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).

   

  SECTION 6.   Counterparts.
    This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be
    an original and all of which taken together shall constitute one and the same instrument. The parties intend that faxed signatures
    and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties.

   

  SECTION 7.   Limited
        Effect. Except as expressly amended hereby, the Agreement shall continue in full force and effect in accordance with its
    terms. Reference to this Amendment need not be made in the Agreement or any other instrument or document executed in connection
    therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference
    in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby. The parties hereto have entered
    into this Amendment solely to amend the terms of the Agreement and do not intend this Amendment or the transactions contemplated
    hereby to be, and this Amendment and the transactions contemplated hereby shall not be construed to be, a novation of any of the
    obligations owing by Seller or any other party under or in connection with the Agreement or any of the other Transaction Documents.
    It is the intention and agreement of each of the parties hereto that (i) the perfection and priority of all security interests
    securing the payment of the Repurchase Obligations of the parties under the Agreement are preserved, (ii) the liens and security
    interests granted under the Agreement continue in full force and effect, and (iii) any reference to the Agreement in any such Transaction
    Documents shall be deemed to reference to this Amendment.

   

  [Signature Page Follows]

   

  
  
    2

  

  
     

  

  
   

  IN WITNESS WHEREOF, Sellers,
    Buyer and Agent have caused this Amendment to be executed and delivered by their duly authorized officers as of the date set forth
    above.

   

  	 	HOME POINT FINANCIAL CORPORATION,
	 	as Seller
	 	 	 
	 	By:	/s/ Joseph Ruhlin
	 	Name: Joseph Ruhlin
	 	Title: Treasurer
	 	 
	 	MORGAN STANLEY BANK, N.A.,
	 	as Buyer
	 	 	 
	 	By:	/s/ Michael Calandra
	 	Name: Michael Calandra
	 	Title: Authorized Signatory
	 	 
	 	MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC,
	 	as Agent
	 	 	 
	 	By:	/s/ Christopher Schmidt
	 	Name: Christopher Schmidt
	 	Title: Authorized Signatory


   

  [Signature page to Amendment No. 2 to MRA]