exv4w1






Exhibit 4.1




FORM OF




STOCKHOLDERS AGREEMENT



BY AND AMONG



NATIONSTAR MORTGAGE HOLDINGS INC.



AND



FIF HE HOLDINGS LLC



 





DATED AS OF      , 2011



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I

	DEFINITIONS

	 
	 	 	 	 
	Section 1.1. Certain Defined Terms
	 	 	1	 
	 
	 	 	 	 
	Section 1.2. Construction
	 	 	5	 
	 
	 	 	 	 
	ARTICLE II

	TRANSFER

	 
	 	 	 	 
	Section 2.1. Binding Effect on Transferees
	 	 	5	 
	 
	 	 	 	 
	Section 2.2. Additional Purchases
	 	 	5	 
	 
	 	 	 	 
	Section 2.3. Charter Provisions
	 	 	5	 
	 
	 	 	 	 
	Section 2.4. Legend
	 	 	6	 
	 
	 	 	 	 
	Section 2.5. Share Certificates
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III

	BOARD OF DIRECTORS

	 
	 	 	 	 
	Section 3.1. Board
	 	 	6	 
	 
	 	 	 	 
	Section 3.2. Committees
	 	 	8	 
	 
	 	 	 	 
	ARTICLE IV

	REGISTRATION RIGHTS

	 
	 	 	 	 
	Section 4.1. Demand Registration
	 	 	8	 
	 
	 	 	 	 
	Section 4.2. Piggyback Registrations
	 	 	11	 
	 
	 	 	 	 
	Section 4.3. Shelf Registration
	 	 	12	 
	 
	 	 	 	 
	Section 4.4. Withdrawal Rights
	 	 	14	 
	 
	 	 	 	 
	Section 4.5. Registration Procedures
	 	 	14	 
	 
	 	 	 	 
	Section 4.6. Registration and Offering Expenses
	 	 	20	 
	 
	 	 	 	 
	Section 4.7. Indemnification
	 	 	21	 
	 
	 	 	 	 
	ARTICLE V

	MISCELLANEOUS

	 
	 	 	 	 
	Section 5.1. Headings
	 	 	23	 
	 
	 	 	 	 
	Section 5.2. Entire Agreement
	 	 	24	 
	 
	 	 	 	 
	Section 5.3. Further Actions; Cooperation
	 	 	24	 
	 
	 	 	 	 
	Section 5.4. Notices
	 	 	24	 
	 
	 	 	 	 
	Section 5.5. Applicable Law
	 	 	25	 
	 
	 	 	 	 
	Section 5.6. Severability
	 	 	25	 
	 
	 	 	 	 
	Section 5.7. Successors and Assigns
	 	 	25	 






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TABLE OF CONTENTS

(continued)





	 	 	 	 	 
	 	 	Page
	Section 5.8. Amendments
	 	 	26	 
	 
	 	 	 	 
	Section 5.9. Waiver
	 	 	26	 
	 
	 	 	 	 
	Section 5.10. Counterparts
	 	 	26	 
	 
	 	 	 	 
	Section 5.11. Submission To Jurisdiction
	 	 	26	 
	 
	 	 	 	 
	Section 5.12. Injunctive Relief
	 	 	27	 
	 
	 	 	 	 
	Section 5.13. Recapitalizations, Exchanges, Etc. Affecting the Shares of Common Stock; New Issuance
	 	 	27	 
	 
	 	 	 	 
	Section 5.14. Termination
	 	 	27	 
	 
	 	 	 	 
	Section 5.15. Rule 144
	 	 	27	 






-ii-









 






STOCKHOLDERS AGREEMENT




     THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of      , 2011, by and
between FIF HE Holdings LLC (the “Initial Stockholder”) and Nationstar Mortgage Holdings
Inc., a Delaware corporation (the “Company”). Unless otherwise indicated, references to
articles and sections shall be to articles and sections of this Agreement.



     WHEREAS, the Company has agreed to provide the registration rights and other rights set forth
herein.



     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
set forth herein and for good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:



ARTICLE I




DEFINITIONS



     SECTION 1.1. Certain Defined Terms. For purposes of this Agreement, the following
terms shall have the following meanings:




     (a) “Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated
under the Exchange Act; provided that no Stockholder shall be deemed an Affiliate of
any other Stockholder solely by reason of any investment in the Company.




     (b) “Agreement” shall have the meaning assigned to it in the preamble.




     (c) A Person shall be deemed to “Beneficially Own” securities if such Person is
deemed to be a “beneficial owner” within the meaning of Rules 13d-3 and 13d-5 under the
Exchange Act as in effect on the date of this Agreement.




     (d) “Board” shall mean the board of directors of the Company.




     (e) “Bylaws” shall mean the bylaws of the Company, as may be amended and/or
restated from time to time.




     (f) “Certificate of Incorporation” shall mean the certificate of incorporation
of the Company, as may be amended and/or restated from time to time.




     (g) “Commission” shall mean the United States Securities and Exchange
Commission or any successor agency.




     (h) “Common Stock” shall mean the Company’s common stock, par value $0.01 per share, and any and all securities of any kind whatsoever of the Company which may be issued
and outstanding on or after the date hereof in respect of, in exchange for, or upon
conversion of shares of Common Stock pursuant to a merger, consolidation, stock split, stock
dividend, recapitalization of the Company or otherwise.



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     (i) “Company” shall have the meaning assigned to it in preamble.




     (j) “Company Securities” shall mean (i) any Common Stock and (ii) any other
securities of the Company entitled to vote generally in the election of directors of the
Company.




     (k) “Demand” shall have the meaning assigned to it in Section 4.1(a).




     (l) “Demand Registration” shall have the meaning assigned to it in Section
4.1(a).




     (m) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.




     (n) “FIG LLC” shall mean FIG LLC, a Delaware limited liability company, or any
other Person designated as “FIG LLC” by Fortress Investment Group LLC in a written notice to
the Company.




     (o) “FINRA” shall mean the Financial Industry Regulatory Authority.




     (p) “Fortress Affiliate Stockholder” shall mean (A) any director of the Company
who may be deemed an Affiliate of Fortress Investment Group LLC (“FIG”), (B) any director or
officer of FIG LLC and (C) any investment funds (including any managed accounts) managed
directly or indirectly by FIG or its Affiliates.




     (q) “Form S-3” shall have the meaning assigned to it in Section 4.3(a).




     (r) “Free Writing Prospectus” shall mean a free writing prospectus, as defined
in Rule 405 under the Securities Act.




     (s) “Identified Director” shall have the meaning assigned to it in Section
3.1(e)(i).




     (t) “Initial Public Offering” shall mean the initial public offering of Common
Stock pursuant to an effective registration statement under the Securities Act.




     (u) “Initial Stockholder” shall have the meaning assigned to it in preamble.




     (v) “Inspectors” shall have the meaning assigned to it in Section 4.5(a)(viii).




     (w) “IPO Underwriting Agreement” shall mean the underwriting agreement, dated
        , 2011, by and among the Company, the Initial Stockholder and the underwriters named
therein.




     (x) “Issuer Free Writing Prospectus” shall mean an issuer free writing
prospectus, as defined in Rule 433 under the Securities Act.




     (y) “Losses” shall have the meaning assigned to it in Section 4.7(a).



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     (z) “Notice” shall have the meaning assigned to it in Section 3.1(e)(i).




     (aa) “Notification Event” shall have the meaning assigned to it in Section
3.1(e).




     (bb) “Other Demanding Sellers” shall have the meaning assigned to it in Section
4.2(b).




     (cc) “Other Proposed Sellers” shall have the meaning assigned to it in Section
4.2(b).




     (dd) “Permitted Transferee” shall mean, with respect to each Stockholder, (i)
any other Stockholder, (ii) such Stockholder’s Affiliates, (iii) in the case of any
Stockholder, (A) any member or general or limited partner of such Stockholder (including any
member of the Initial Stockholder), (B) any corporation, partnership, limited liability
company or other entity that is an Affiliate of such Stockholder or any member, general or
limited partner of such Stockholder (collectively, “Stockholder Affiliates”), (C)
any investment funds managed directly or indirectly by such Stockholder or any Stockholder
Affiliate (a “Stockholder Fund”), (D) any general or limited partner of any
Stockholder Fund, (E) any managing director, general partner, director, limited partner,
officer or employee of any Stockholder Affiliate, or any spouse, lineal descendant, sibling,
parent, heir, executor, administrator, testamentary trustee, legatee or beneficiary of any
of the foregoing persons described in this clause (E) (collectively, “Stockholder
Associates”) or (F) any trust, the beneficiaries of which, or any corporation, limited
liability company or partnership, the stockholders, members or general or limited partners
of which, consist solely of any one or more of such Stockholder, any general or limited
partner of such Stockholder, any Stockholder Affiliates, any Stockholder Fund, any
Stockholder Associates, their spouses or their lineal descendants and (iv) any other Person
that acquires shares of Common Stock from such Stockholder other than pursuant to a Public
Offering that agrees to become party to this Agreement.




     (ee) “Person” shall mean any individual, firm, corporation, partnership,
limited liability company or other entity, and shall include any successor (by merger or
otherwise) of such entity.




     (ff) “Piggyback Notice” shall have the meaning assigned to it in Section
4.2(a).




     (gg) “Piggyback Registration” shall have the meaning assigned to it in Section
4.2(a).




     (hh) “Piggyback Seller” shall have the meaning assigned to it in Section
4.2(a).




     (ii) “Public Offering” shall mean an offering of equity securities of the
Company pursuant to an effective registration statement under the Securities Act, including
an offering in which Stockholders are entitled to sell Common Stock pursuant to the terms of
this Agreement.



3









 






     (jj) “Records” shall have the meaning assigned to it in Section 4.5(a)(viii).




     (kk) “Registrable Amount” shall mean a number of shares of Common Stock equal
to 1% of the Common Stock issued and outstanding immediately after the consummation of the
Initial Public Offering.




     (ll) “Registrable Securities” shall mean any Common Stock currently owned or
hereafter acquired by any Stockholder. As to any particular Registrable Securities, such
securities shall cease to be Registrable Securities when (x) a registration statement
registering such securities under the Securities Act has been declared effective and such
securities have been sold or otherwise transferred by the holder thereof pursuant to such
effective registration statement or (y) such securities are sold in accordance with Rule 144
(or any successor provision) promulgated under the Securities Act.




     (mm) “Requesting Stockholder” shall have the meaning assigned to it in Section
4.1(a).




     (nn) “Securities Act” shall mean the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.




     (oo) “Selling Holders” shall have the meaning assigned to it in Section
4.5(a)(i).




     (pp) “Shelf Notice” shall have the meaning assigned to it in Section 4.3(a).




     (qq) “Shelf Registration Effectiveness Period” shall have the meaning assigned
to it in Section 4.3(d).




     (rr) “Shelf Registration Statement” shall have the meaning assigned to it in
Section 4.3(a).




     (ss) “Stockholders” shall mean (i) the Initial Stockholder, (ii) each Fortress
Affiliate Stockholder and (iii) each Permitted Transferee who becomes a party to or bound by
the provisions of this Agreement in accordance with the terms hereof or a Permitted
Transferee thereof who is entitled to enforce the provisions of this Agreement in accordance
with the terms hereof, in each case of clauses (i), (ii) and (iii) to the extent that the
Initial Stockholder, Fortress Affiliate Stockholders and Permitted Transferees, together,
hold at least a Registrable Amount.




     (tt) “Suspension Period” shall have the meaning assigned to it in Section
4.3(e).




     (uu) “Underwritten Offering” shall mean a sale of securities of the Company to
an underwriter or underwriters for reoffering to the public.




     (vv) “Voting Power of the Company” shall mean the total number of votes that
may be cast in the election of directors of the Company if all issued and outstanding



4









 







Company Securities entitled to vote for the election of directors were present and
voted at a meeting held for such purpose.



     SECTION 1.2. Construction. For the purposes of this Agreement (i) words (including
capitalized terms defined herein) in the singular shall be held to include the plural and vice
versa and words (including capitalized terms defined herein) of one gender shall be held to include
the other gender as the context requires, (ii) the terms “hereof,” “herein” and “herewith” and
words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as
a whole and not to any particular provision of this Agreement, and Article and Section references
are to Articles and Sections of this Agreement, unless otherwise specified, (iii) the word
“including” and words of similar import when used in this Agreement shall mean “including, without
limitation,” (iv) all references to any period of days shall be deemed to be to the relevant number
of calendar days unless otherwise specified, and (v) all references herein to “$” or dollars shall
refer to United States dollars, unless otherwise specified.



ARTICLE II




TRANSFER



     SECTION 2.1. Binding Effect on Transferees. A Permitted Transferee shall become a
Stockholder hereunder, without any further action by the Company, following a transfer by a
Stockholder of Company Securities to such Permitted Transferee upon the execution by such Permitted
Transferee of a joinder providing that such Person shall be bound by and shall fully comply with
the terms of this Agreement (including the provisions of Article IV with respect to the Company
Securities being transferred to such transferee). The Fortress Affiliate Stockholders shall be
deemed to be Stockholders without any further action.



     SECTION 2.2. Additional Purchases. Any Company Securities owned by a Stockholder on
or after the date of this Agreement shall have the benefit of and be subject to the terms and
conditions of this Agreement.



     SECTION 2.3. Charter Provisions. The parties hereto shall use their respective
reasonable efforts (including voting or causing to be voted all of the Company Securities held of
record by such party or Beneficially Owned by such party by virtue of having voting power over such
Company Securities) so as to cause no amendment to be made to the Certificate of Incorporation or
Bylaws as in effect as of the date of this Agreement in a manner that would (a) add restrictions to
the transferability of the Company Securities by the Initial Stockholder, any Fortress Affiliate
Stockholder or their Permitted Transferees who remain a “Stockholder” (as such term is used herein)
at the time of such an amendment, which restrictions are beyond those then provided for in the
Certificate of Incorporation, this Agreement or applicable securities laws or (b) nullify any of
the rights of the Initial Stockholder, any Fortress Affiliate Stockholder or their Permitted
Transferees who remain a “Stockholder” (as such term is used herein) at the time of such amendment,
including but not limited to rights that are explicitly provided for in this Agreement, unless, in
each such case, such amendment shall have been approved by such Stockholder.



5









 





     SECTION 2.4. Legend. Any certificate representing Company Securities issued to a
Stockholder shall be stamped or otherwise imprinted with a legend in substantially the following
form:



     “The shares represented by this certificate are subject to the provisions contained in the
Stockholders Agreement, dated as of      , 2011, by and among Nationstar Mortgage Holdings
Inc. and the stockholder of Nationstar Mortgage Holdings Inc. described therein.”



     The Company shall make customary arrangements to cause any Company Securities issued in
uncertificated form to be identified on the books of the Company in a substantially similar manner.



     SECTION 2.5. Share Certificates. Upon request by a Stockholder, the Company shall
take all necessary actions to promptly issue or reissue, as the case may be, Company Securities in
certificated or uncertificated form.



ARTICLE III




BOARD OF DIRECTORS 



     SECTION 3.1. Board.




     (a) For so long as this Agreement is in effect, the Company and each Stockholder shall
take all reasonable actions within their respective control (including voting or causing to
be voted all of the Company Securities held of record by such Stockholder or Beneficially
Owned by such Stockholder by virtue of having voting power over such Company Securities,
and, with respect to the Company, as provided in Sections 3.1(c) and (d)) so as to cause to
be elected to the Board, and to cause to continue in office, not more than seven directors
(or such other number of directors as FIG LLC may agree to in writing), at any given time.
For so long as the Stockholders, together, have Beneficial Ownership of:




     (i) at least 40% of the Voting Power of the Company, FIG LLC shall have the
right to designate a number of directors equal to a majority of the Board plus one
director;




     (ii) at least 20% but less than 40% of the Voting Power of the Company, FIG LLC
shall have the right to designate at least three directors; provided that if the
Board consists of more than seven directors, then FIG LLC shall have the right to
designate a number of directors (rounded up to the nearest whole number) that would
be required to maintain the proportion of Board representation that FIG LLC would
have under this clause (ii) if the Board consisted of seven directors;




     (iii) at least 10% but less than 20% of the Voting Power of the Company, FIG
LLC shall have the right to designate at least two directors; provided that if the
Board consists of more than seven directors, then FIG LLC shall have the right to
designate a number of directors (rounded up to the nearest



6









 







whole number) that would be required to maintain the proportion of Board
representation that FIG LLC would have under this clause (iii) if the Board
consisted of seven directors; and




     (iv) at least 5% but less than 10% of the Voting Power of the Company, FIG LLC
shall have the right to designate at least one director; provided that if the Board
consists of more than seven directors, then FIG LLC shall have the right to
designate a number of directors (rounded up to the nearest whole number) that would
be required to maintain the proportion of Board representation that FIG LLC would
have under this clause (iv) if the Board consisted of seven directors.




     (b) If FIG LLC notifies the Stockholders of its desire to remove, with or without
cause, any director previously designated by it, the Stockholders shall vote or cause to be
voted all of the shares of Company Securities held of record by such Stockholders or
Beneficially Owned by such Stockholders by virtue of having voting power over such Company
Securities and take all other reasonable actions within its control to cause the removal of
such director.




     (c) The Company agrees to include in the slate of nominees recommended by the Board
those persons designated by FIG LLC in accordance with Section 3.1(a) and to use its
reasonable best efforts to cause the election of each such designee to the Board, including
nominating such designees to be elected as directors, in each case subject to applicable
law.




     (d) In the event that a vacancy is created at any time by the death, disability,
retirement, resignation or removal of any director who is designated by FIG LLC in
accordance with Section 3.1(a), the Company agrees to take at any time and from time to time
all actions necessary to cause the vacancy created thereby to be filled as promptly as
practicable by a new designee of FIG LLC. In the event that the size of the Board is
expanded to more than seven directors, Company agrees to take at any time and from time to
time all actions necessary to cause the Board to continue to have the number of FIG LLC
designees that corresponds to the requirements of Section 3.1(a).




     (e) In the event that at any time the number of directors entitled to be designated by
FIG LLC pursuant to Section 3.1(a) decreases (a “Notification Event”), FIG LLC, the
Initial Stockholder and its Permitted Transferees and the Company will take the following
steps:




     (i) FIG LLC will notify (the “Notice”) the Company which directors
previously designated by FIG LLC to serve as directors will be de-designated by FIG
LLC (each director, an “Identified Director”). FIG LLC will provide such
notification to the Company either orally or in writing by the date that is
forty-five days prior to the date on which the Company is required to file its next
annual proxy statement with the Commission. For the avoidance of doubt, FIG LLC has
the sole right to (a) determine which designated director(s) will be an Identified
Director and (b) select any of its designated directors to be an Identified
Director.



7









 






     (ii) Within thirty days of the Company’s receipt of the Notice, the nominating
committee of the Company may elect to require the Initial Stockholder to take
reasonable actions to cause each Identified Director to resign from the Board at or
prior to the end of such Identified Director’s term such that the number of
directors designated by FIG LLC after such resignation(s) equals the number of
directors FIG LLC would have been entitled to designate pursuant to Section 3.1(a)
as of the date of the applicable Notification Event. Any vacancies created by such
resignation may remain vacant until the next annual meeting of shareholders or
filled by a majority vote of the Board.




     (iii) If the nominating committee does not make the election described in
clause (ii) above, then (a) the Initial Stockholder will not be required to cause
such Identified Director to resign from the Board at or prior to the end of such
Identified Director’s term and (b) such Identified Director shall no longer be
considered a designee of FIG LLC as of the thirty-first day of the Company’s receipt
of the Notice.



     SECTION 3.2. Committees. For so long as this Agreement is in effect, the Company
shall take all reasonable actions within its control at any given time so as to cause to be
appointed to any committee of the Board a number of directors designated by FIG LLC that is up to
the number of directors that is proportionate (rounding up to the next whole director) to the
representation that FIG LLC is entitled to elect to the Board under this Agreement, to the extent
such directors are permitted to serve on such committees under the applicable rules of the
Commission and the NYSE or by any other applicable stock exchange. It is understood by the parties
hereto that FIG LLC shall not be required to have its directors represented on any committee and
any failure to exercise such right in this section in a prior period shall not constitute any
waiver of such right in a subsequent period.



ARTICLE IV




REGISTRATION RIGHTS





     SECTION 4.1. Demand Registration.




     (a) At any time after the date that is 180 days after the date hereof (or such earlier
date (i) as would permit the Company to cause any filings required hereunder to be filed on
the 180th day after the date hereof or (ii) as is permitted by waiver of the IPO
Underwriting Agreement), any Person that is a Stockholder (a “Requesting
Stockholder”) on the date a Demand is made shall be entitled to make a written request
of the Company (a “Demand”) for registration under the Securities Act of a number of
Registrable Securities that, when taken together with the number of Registrable Securities
requested to be registered under the Securities Act by such Requesting Stockholder’s
Affiliates, equals or is greater than the Registrable Amount (a “Demand
Registration”) and thereupon the Company will, subject to the terms of this Agreement,
use its commercially reasonable efforts to effect the registration under the Securities Act
of:



8









 






     (i) the Registrable Securities that the Company has been so requested to
register by the Requesting Stockholders for disposition in accordance with the
intended method of disposition stated in such Demand, which may be an Underwritten
Offering;




     (ii) all other Registrable Securities that the Company has been requested to
register by the Registering Stockholder pursuant to Section 4.1(b);




     (iii) all shares of Common Stock that the Company may elect to register in
connection with any offering of Registrable Securities pursuant to this Section 4.1,
but subject to Section 4.1(f); and




     (iv) all to the extent necessary to permit the disposition (in accordance with
the intended methods thereof) of the Registrable Securities and the additional
Common Stock, if any, to be so registered.




     (b) A Demand shall specify: (i) the aggregate number of Registrable Securities
requested to be registered in such Demand Registration, (ii) the intended method of
disposition in connection with such Demand Registration, to the extent then known and (iii)
the identity of the Requesting Stockholder (or Requesting Stockholders). Within five days
after receipt of a Demand, the Company shall give written notice of such Demand to any other
Persons that on the date a Demand is delivered to the Company is a Stockholder. Subject to
Section 4.1(f), the Company shall include in the Demand Registration covered by such Demand
all Registrable Securities with respect to which the Company has received a written request
for inclusion therein within five days after such notice by the Company has been given. Such
written request shall comply with the requirements of a Demand as set forth in this Section
4.1(b).




     (c) Each Stockholder shall be entitled to an unlimited number of Demand Registrations
until such time as the Stockholders, together, Beneficially Own less than a Registrable
Amount.




     (d) Demand Registrations shall be on such registration form of the Commission for which
the Company is eligible as shall be selected by the Requesting Stockholders whose shares
represent a majority of the Registrable Securities that the Company has been requested to
register, including, to the extent permissible, an automatically effective registration
statement or an existing effective registration statement filed by the Company with the
Commission, and shall be reasonably acceptable to the Company.




     (e) The Company shall not be obligated to effect any Demand Registration (A) within
three months of a “firm commitment” Underwritten Offering in which all Stockholders were
given “piggyback” rights pursuant to Section 4.2 (subject to Section 4.1(f)) and provided
that at least 50% of the number of Registrable Securities requested by such Stockholders to
be included in such Demand Registration were included) or (B) within three months of any
other Underwritten Offering pursuant to Section 4.3(e). In addition, the Company shall be
entitled to postpone (upon written notice to all



9









 







Stockholders) for a reasonable period of time not to exceed 60 days in succession the
filing or the effectiveness of a registration statement for any Demand Registration (but no
more than twice, or for more than 90 days in the aggregate, in any period of 12 consecutive
months) if the Board determines in good faith and in its reasonable judgment that the filing
or effectiveness of the registration statement relating to such Demand Registration would
cause the disclosure of material, non-public information that the Company has a bona fide
business purpose for preserving as confidential. In the event of a postponement by the
Company of the filing or effectiveness of a registration statement for a Demand
Registration, the holders of a majority of Registrable Securities held by the Requesting
Stockholder(s) shall have the right to withdraw such Demand in accordance with Section 4.4.




     (f) The Company shall not include any securities other than Registrable Securities in a
Demand Registration, except with the written consent of Stockholders participating in such
Demand Registration that hold a majority of the Registrable Securities included in such
Demand Registration. If, in connection with a Demand Registration, any managing underwriter
(or, if such Demand Registration is not an Underwritten Offering, a nationally recognized
investment bank engaged in connection with such Demand Registration) advises the Company,
that, in its opinion, the inclusion of all of the securities, including securities of the
Company that are not Registrable Securities, sought to be registered in connection with such
Demand Registration would adversely affect the marketability of the Registrable Securities
sought to be sold pursuant thereto, then the Company shall include in such registration
statement only such securities as the Company is advised by such underwriter or investment
bank can be sold without such adverse effect as follows and in the following order of
priority: (i) first, up to the number of Registrable Securities requested to be included in
such Demand Registration by the Stockholders, which, in the opinion of the underwriter can
be sold without adversely affecting the marketability of the offering, pro rata among such
Stockholders requesting such Demand Registration on the basis of the number of such
securities held by such Stockholders and such Stockholders that are Piggyback Sellers; (ii)
second, securities the Company proposes to sell; and (iii) third, all other securities of
the Company duly requested to be included in such registration statement, pro rata on the
basis of the number of such other securities requested to be included or such other method
determined by the Company.




     (g) Any investment bank(s) that will serve as an underwriter with respect to such
Demand Registration or, if such Demand Registration is not an Underwritten Offering, any
investment bank engaged in connection therewith, shall be selected (i) by FIG LLC, for so
long as a majority of the Common Stock of the Company is owned by the Initial Stockholder,
its Permitted Transferees and any Fortress Affiliate Stockholder, and thereafter (ii) by the
Stockholder participating in such Demand Registration that holds (together with its
Permitted Transferees) a number of Registrable Securities included in such Demand
Registration constituting a plurality of all Registrable Securities included in such Demand
Registration.




10











 





     SECTION 4.2. Piggyback Registrations.




     (a) Subject to the terms and conditions hereof, whenever the Company proposes to
register any of its equity securities under the Securities Act (other than a registration by
the Company (x) on a registration statement on Form S-4, (y) on a registration statement on
Form S-8 or (z) otherwise solely pursuant to any employee benefit plan arrangement (or, in
any of the cases of (x) or (y), on any successor forms thereto)) (each, a “Piggyback
Registration”), whether for its own account or for the account of others, the Company
shall give the Stockholders prompt written notice thereof (but not less than five days prior
to the filing by the Company with the Commission of any registration statement with respect
thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the
number of equity securities proposed to be registered, the proposed date of filing of such
registration statement with the Commission, the proposed means of distribution and the
proposed managing underwriter or underwriters (if any and if known). Upon the written
request of any Person that on the date of such Piggyback Notice is a Stockholder, given
within five days after such Piggyback Notice is received by such Person (any such Person, a
“Piggyback Seller”) (which written request shall specify the number of Registrable
Securities then presently intended to be disposed of by such Piggyback Seller), the Company,
subject to the terms and conditions of this Agreement, shall use its commercially reasonable
efforts to cause all such Registrable Securities held by Piggyback Sellers with respect to
which the Company has received such written requests for inclusion to be included in such
Piggyback Registration on the same terms and conditions as the Company’s equity securities
being sold in such Piggyback Registration.




     (b) If, in connection with a Piggyback Registration, any managing underwriter (or, if
such Piggyback Registration is not an Underwritten Offering, a nationally recognized
investment bank engaged in connection with such Demand Registration) advises the Company in
writing that, in its opinion, the inclusion of all the equity securities sought to be
included in such Piggyback Registration by (i) the Company, (ii) others who have sought to
have equity securities of the Company registered in such Piggyback Registration pursuant to
rights to demand (other than pursuant to so-called “piggyback” or other incidental or
participation registration rights) such registration (such Persons being “Other
Demanding Sellers”), (iii) the Piggyback Sellers and (iv) any other proposed sellers of
equity securities of the Company (such Persons being “Other Proposed Sellers”), as
the case may be, would adversely affect the marketability of the equity securities sought to
be sold pursuant thereto, then the Company shall include in the registration statement
applicable to such Piggyback Registration only such equity securities as the Company is so
advised by such underwriter or investment bank can be sold without such an effect, as
follows and in the following order of priority:




     (i) if the Piggyback Registration relates to an offering for the Company’s own
account, then (A) first, such number of equity securities to be sold by the Company
as the Company, in its reasonable judgment and acting in good faith and in
accordance with sound financial practice, shall have determined, (B) second,
Registrable Securities of Piggyback Sellers and securities sought to be registered
by Other Demanding Sellers (if any), pro rata on the basis of the



11









 







number of shares of Common Stock held by such Piggyback Sellers and Other
Demanding Sellers and (C) third, other equity securities held by any Other Proposed
Sellers; or




     (ii) if the Piggyback Registration relates to an offering other than for the
Company’s own account, then (A) first, such number of equity securities sought to be
registered by each Other Demanding Seller and the Piggyback Sellers (if any), pro
rata in proportion to the number of shares of Common Stock held by all such Other
Demanding Sellers and Piggyback Sellers and (B) second, other equity securities held
by any Other Proposed Sellers or to be sold by the Company as determined by the
Company and with such priorities among them as may from time to time be determined
or agreed to by the Company.




     (c) In connection with any Underwritten Offering under this Section 4.2 for the
Company’s account, the Company shall not be required to include a holder’s Registrable
Securities in the Underwritten Offering unless such holder accepts the terms of the
underwriting as agreed upon between the Company and the underwriters selected by the
Company; provided, that any applicable underwriting agreement includes only
customary terms and conditions.




     (d) If, at any time after giving written notice of its intention to register any of its
equity securities as set forth in this Section 4.2 and prior to the time the registration
statement filed in connection with such Piggyback Registration is declared effective, the
Company shall determine for any reason not to register such equity securities, the Company
may, at its election, give written notice of such determination to each Stockholder and
thereupon shall be relieved of its obligation to register any Registrable Securities in
connection with such particular withdrawn or abandoned Piggyback Registration (but not from
its obligation to pay the Registration Expenses in connection therewith as provided herein);
provided, that Stockholders may continue the registration as a Demand Registration
pursuant to the terms of Section 4.1.



     SECTION 4.3. Shelf Registration.




     (a) Subject to Section 4.3(e), and further subject to the availability of a
Registration Statement on Form S-3 or a successor form, which may be an automatically
effective registration statement at any time the Company is eligible (“Form S-3”) to
the Company, the Initial Stockholder or any of its Permitted Transferees (in each case to
the extent a Stockholder hereunder) may by written notice delivered (which notice can be
delivered at any time after the eleven month anniversary of the date hereof) to the Company
(the “Shelf Notice”) require the Company to (i) file as promptly as practicable (but
no later than 30 days after the date the Shelf Notice is delivered), and to use commercially
reasonable efforts to cause to be declared effective by the Commission at the earliest
possible date permitted under the rules and regulations of the Commission (but no later than
60 days after such filing date), a Form S-3, or (ii) use an existing Form S-3 filed with the
Commission, in each case providing for an offering to be made on a continuous basis pursuant
to Rule 415 under the Securities Act relating to the offer and sale, from time to time, of
the Registrable Securities owned by the Initial Stockholder or



12









 







the Fortress Affiliate Stockholders (or any of their Permitted Transferees), as the
case may be, and any other Persons that at the time of the Shelf Notice meet the definition
of a Stockholder who elect to participate therein as provided in Section 4.3(b) (a
“Shelf Registration Statement”).




     (b) The Initial Stockholder and its Permitted Transferees shall be entitled to require
the Company to file an unlimited number of Shelf Registration Statements until such time as
the Stockholders, together, Beneficially Own less than a Registrable Amount.




     (c) Within five business days after receipt of a Shelf Notice pursuant to Section
4.3(a), the Company will deliver written notice thereof to each Stockholder. Each
Stockholder may elect to participate in the Shelf Registration Statement by delivering to
the Company a written request to so participate.




     (d) Subject to Section 4.3(d), the Company will use commercially reasonable efforts to
keep the Shelf Registration Statement continuously effective until the date on which all
Registrable Securities covered by the Shelf Registration Statement have been sold thereunder
in accordance with the plan and method of distribution disclosed in the prospectus included
in the Shelf Registration Statement, or otherwise (the “Shelf Registration Effectiveness
Period”).




     (e) Notwithstanding anything to the contrary contained in this Agreement, the Company
shall be entitled, from time to time, by providing notice to the Stockholders who elected to
participate in the Shelf Registration Statement, to require such Stockholders to suspend the
use of the prospectus for sales of Registrable Securities under the Shelf Registration
Statement for a reasonable period of time not to exceed 60 days in succession or 90 days in
the aggregate in any 12 month period (a “Suspension Period”) if the Board determines
in good faith and in its reasonable judgment that it is required to disclose in the Shelf
Registration Statement material, non-public information that the Company has a bona fide
business purpose for preserving as confidential. Immediately upon receipt of such notice,
the Stockholders covered by the Shelf Registration Statement shall suspend the use of the
prospectus until the requisite changes to the prospectus have been made as required below.
Any Suspension Period shall terminate at such time as the public disclosure of such
information is made. After the expiration of any Suspension Period and without any further
request from a Stockholder, the Company shall as promptly as practicable prepare a
post-effective amendment or supplement to the Shelf Registration Statement or the
prospectus, or any document incorporated therein by reference, or file any other required
document so that, as thereafter delivered to purchasers of the Registrable Securities
included therein, the prospectus will not include an untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.




     (f) At any time, and from time-to-time, during the Shelf Registration Effectiveness
Period (except during a Suspension Period), each of the Initial Stockholder, the Fortress
Affiliate Stockholders or any of their Permitted Transferees (in each case to



13









 







the extent a Stockholder hereunder) may notify the Company of their intent to sell
Registrable Securities covered by the Shelf Registration Statement (in whole or in part) in
an Underwritten Offering (a “Shelf Underwritten Offering”); provided that
the Company shall not be obligated to participate in more than four underwritten offerings
during any twelve-month period. Such notice shall specify (x) the aggregate number of
Registrable Securities requested to be registered in such Shelf Underwritten Offering and
(y) the identity of the Stockholder(s) requesting such Shelf Underwritten Offering. Upon
receipt by the Company of such notice, the Company shall promptly comply with the applicable
provisions of this Agreement, including those provisions of Section 4.5 relating the
Company’s obligation to make filings with the Commission, assist in the preparation and
filing with the Commission of prospectus supplements and amendments to the Shelf
Registration Statement, participate in “road shows,” agree to customary “lock-up” agreements
with respect to the Company’s securities and obtain “comfort” letters, and the Company shall
take such other actions as necessary or appropriate to permit the consummation of such Shelf
Underwritten Offering as promptly as practicable. Each Shelf Underwritten Offering shall be
for the sale of a number of Registrable Securities equal to or greater than the Registrable
Amount. In any Shelf Underwritten Offering, the Company shall select the investment bank(s)
and managers that will serve as lead or co-managing underwriters with respect to the
offering of such Registrable Securities.



     SECTION 4.4. Withdrawal Rights. Any Stockholder having notified or directed the
Company to include any or all of its Registrable Securities in a registration statement under the
Securities Act shall have the right to withdraw any such notice or direction with respect to any or
all of the Registrable Securities designated by it for registration by giving written notice to
such effect to the Company prior to the effective date of such registration statement. In the
event of any such withdrawal, the Company shall not include such Registrable Securities in the
applicable registration and such Registrable Securities shall continue to be Registrable Securities
for all purposes of this Agreement. No such withdrawal shall affect the obligations of the Company
with respect to the Registrable Securities not so withdrawn; provided, however,
that in the case of a Demand Registration, if such withdrawal shall reduce the number of
Registrable Securities sought to be included in such registration below the Registrable Amount,
then the Company shall as promptly as practicable give each holder of Registrable Securities sought
to be registered notice to such effect and, within ten days following the mailing of such notice,
such holder(s) of Registrable Securities still seeking registration shall, by written notice to the
Company, elect to register additional Registrable Securities, when taken together with elections to
register Registrable Securities by its Permitted Transferees, to satisfy the Registrable Amount or
elect that such registration statement not be filed or, if previously filed, be withdrawn. During
such ten day period, the Company shall not file such registration statement if not previously filed
or, if such registration statement has been previously filed, the Company shall not seek, and shall
use commercially reasonable efforts to prevent, the effectiveness of such registration statement.



     SECTION 4.5. Registration Procedures.




     (a) If and whenever the Company is required to use commercially reasonable efforts to
effect the registration of any Registrable Securities under the Securities Act as provided
in Sections 4.1, 4.2 and 4.3, the Company shall as promptly as practicable (in each case, to
the extent applicable):



14









 






     (i) prepare and file with the Commission a registration statement to effect
such registration, cause such registration statement to become effective at the
earliest possible date permitted under the rules and regulations of the Commission,
and thereafter use commercially reasonable efforts to cause such registration
statement to remain effective pursuant to the terms of this Agreement; provided,
however, that the Company may discontinue any registration of its securities that
are not Registrable Securities at any time prior to the effective date of the
registration statement relating to such securities; provided,
further that before filing such registration statement or any amendments
thereto, the Company will furnish to the counsel selected by the holders of
Registrable Securities that are to be included in such registration (“Selling
Holders”) copies of all such documents proposed to be filed, which documents
will be subject to the review of and comment by such counsel (it being understood
that counsel to the Selling Holders will conduct its review and provide any comments
promptly);




     (ii) prepare and file with the Commission such amendments (including
post-effective amendments) and supplements to such registration statement and the
prospectus used in connection therewith and any Exchange Act reports incorporated by
reference therein as may be necessary to keep such registration statement effective
and to comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement until the
earlier of such time as all of such securities have been disposed of in accordance
with the intended methods of disposition by the Selling Holder(s) set forth in such
registration statement or (i) in the case of a Demand Registration pursuant to
Section 4.1, the expiration of 60 days after such registration statement becomes
effective or (ii) in the case of a Piggyback Registration pursuant to Section 4.2,
the expiration of 60 days after such registration statement becomes effective or
(iii) in the case of a Shelf Registration pursuant to Section 4.3, the Shelf
Registration Effectiveness Period;




     (iii) furnish to each Selling Holder and each underwriter, if any, of the
securities being sold by such Selling Holder such number of conformed copies of such
registration statement and of each amendment and supplement thereto (in each case
including all exhibits), such number of copies of the prospectus contained in such
registration statement (including each preliminary prospectus and any summary
prospectus) and any other prospectus filed under Rule 424 under the Securities Act,
in conformity with the requirements of the Securities Act, and any Issuer Free
Writing Prospectus and such other documents as such Selling Holder and underwriter,
if any, may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities owned by such Selling Holder;




     (iv) use commercially reasonable efforts to register or qualify such
Registrable Securities covered by such registration statement under such other
securities laws or blue sky laws of such jurisdictions as any Selling Holder and any
underwriter of the securities being sold by such Selling Holder shall reasonably
request, and take any other action which may be reasonably necessary



15









 







or advisable to enable such Selling Holder and underwriter to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
Selling Holder, except that the Company shall not for any such purpose be required
to qualify generally to do business as a foreign corporation in any jurisdiction
wherein it would not but for the requirements of this clause (iv) be obligated to be
so qualified, to subject itself to taxation in any such jurisdiction or to file a
general consent to service of process in any such jurisdiction;




     (v) use best efforts to cause such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then
listed and, if no such securities are so listed, use commercially reasonable efforts
to cause such Registrable Securities to be listed on the New York Stock Exchange or
the Nasdaq Stock Market;




     (vi) use commercially reasonable efforts to cause such Registrable Securities
covered by such registration statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the Selling
Holder(s) thereof to consummate the disposition of such Registrable Securities;




     (vii) in connection with an Underwritten Offering, obtain for each Selling
Holder and underwriter:




     (1) an opinion of counsel for the Company, covering the matters
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such Selling Holder and
underwriters, and




     (2) a “comfort” letter (or, in the case of any such Person which does
not satisfy the conditions for receipt of a “comfort” letter specified in AU
Section 634 of the AICPA Professional Standards, an “agreed upon procedures”
letter) signed by the independent registered public accountants who have
certified the Company’s financial statements included in such registration
statement (and, if necessary, any other independent registered public
accountant of any subsidiary of the Company or any business acquired by the
Company from which financial statements and financial data are, or are
required to be, included in the registration statement);




     (viii) promptly make available for inspection by any Selling Holder, any
underwriter participating in any disposition pursuant to any registration statement,
and any attorney, accountant or other agent or representative retained by any
Selling Holder or underwriter (collectively, the “Inspectors”), all
financial and other records, pertinent corporate documents and properties of the
Company (collectively, the “Records”), as shall be reasonably necessary to
enable such Selling Holder or underwriter to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to supply
all information



16









 







requested by any such Inspector in connection with such registration statement
promptly; provided, however, that, unless the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in the
registration statement or the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction, the Company shall
not be required to provide any information under this clause (viii) if (i) the
Company believes, after consultation with counsel for the Company, that to do so
would cause the Company to forfeit an attorney-client privilege that was applicable
to such information or (ii) if either (A) the Company has requested and been granted
from the Commission confidential treatment of such information contained in any
filing with the Commission or documents provided supplementally or otherwise or (B)
the Company reasonably determines in good faith that such Records are confidential
and so notifies the Inspectors in writing unless prior to furnishing any such
information with respect to (i) or (ii) such holder of Registrable Securities
requesting such information agrees, and causes each of its Inspectors, to enter into
a confidentiality agreement on terms reasonably acceptable to the Company; and
provided, further, that each holder of Registrable Securities agrees
that it will, upon learning that disclosure of such Records is sought in a court of
competent jurisdiction, give notice to the Company and allow the Company, at its
expense, to undertake appropriate action and to prevent disclosure of the Records
deemed confidential;




     (ix) promptly notify in writing each Selling Holder and the underwriters, if
any, of the following events:




     (1) the filing of the registration statement, the prospectus or any
prospectus supplement related thereto, any Issuer Free Writing Prospectus or
post-effective amendment to the registration statement, and, with respect to
the registration statement or any post-effective amendment thereto, when the
same has become effective;




     (2) any request by the Commission for amendments or supplements to the
registration statement or the prospectus or for additional information;




     (3) the issuance by the Commission of any stop order suspending the
effectiveness of the registration statement or the initiation of any
proceedings by any Person for that purpose;




     (4) when any Issuer Free Writing Prospectus includes information that
may conflict with the information contained in the registration statement;
and




     (5) the receipt by the Company of any notification with respect to the
suspension of the qualification of any Registrable Securities for sale under
the securities or blue sky laws of any jurisdiction or the initiation or
threat of any proceeding for such purpose;



17









 






     (x) notify each Selling Holder, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, upon discovery that, or upon
the happening of any event as a result of which, the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and, at the request of any
Selling Holder, promptly prepare and furnish to such Selling Holder a reasonable
number of copies of a supplement to or an amendment of such prospectus as may be
necessary so that, as thereafter delivered to the purchasers of such Registrable
Securities, such prospectus shall not include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading;




     (xi) use every reasonable best effort to obtain the withdrawal of any order
suspending the effectiveness of such registration statement;




     (xii) use commercially reasonable efforts to comply with all applicable rules
and regulations of the Commission, and make available to Selling Holders, as
promptly as practicable, an earnings statement covering the period of at least 12
months, but not more than 18 months, beginning with the first day of the Company’s
first full quarter after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the Securities
Act and Rule 158 thereunder;




     (xiii) use reasonable best efforts to assist Stockholders who made a request to
the Company to provide for a third party “market maker” for the Common Stock;
provided, however, that the Company shall not be required to serve
as such “market maker”;




     (xiv) cooperate with any Selling Holder and any underwriter to facilitate the
timely preparation and delivery of certificates (which shall not bear any
restrictive legends unless required under applicable law), if necessary or
appropriate, representing securities sold under any registration statement, and
enable such securities to be in such denominations and registered in such names as
the managing underwriter or such Selling Holder may request and keep available and
make available to the Company’s transfer agent prior to the effectiveness of such
registration statement a supply of such certificates as necessary or appropriate;




     (xv) have appropriate officers of the Company prepare and make presentations at
any “road shows” and before analysts and rating agencies, as the case may be, take
other actions to obtain ratings for any Registrable Securities (if they are eligible
to be rated);




     (xvi) have appropriate officers of the Company, and cause representatives of
the Company’s independent registered public accountants, to



18









 







participate in any due diligence discussions reasonably requested by any
Selling Holder or any underwriter;




     (xvii) if requested by any underwriter, agree, and cause and any directors or
officers of the Company to agree, to be bound by customary “lock-up” agreements
restricting the ability to dispose of Company securities;




     (xviii) if requested by any Selling Holders or any underwriter, promptly
incorporate in the registration statement or any prospectus, pursuant to a
supplement or post-effective amendment if necessary, such information as such
Selling Holders may reasonably request to have included therein, including, without
limitation, information relating to the “Plan of Distribution” of the Registrable
Securities;




     (xix) cooperate and assist in any filings required to be made with the FINRA
and in the performance of any due diligence investigation by any underwriter that is
required to be undertaken in accordance with the rules and regulations of the FINRA;




     (xx) otherwise use reasonable best efforts to cooperate as reasonably requested
by the Selling Holders and the underwriters in the offering, marketing or selling of
the Registrable Securities;




     (xxi) otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission and all reporting requirements
under the rules and regulations of the Exchange Act, and




     (xxii) use reasonable best efforts to take any action requested by the Selling
Holders, including any action described in clauses (i) through (xxi) above to
prepare for and facilitate any “over-night deal” or other proposed sale of
Registrable Securities over a limited timeframe.


The Company may require each Selling Holder and each underwriter, if any, to furnish the Company in
writing such information regarding each Selling Holder or underwriter and the distribution of such
Registrable Securities as the Company may from time to time reasonably request to complete or amend
the information required by such registration statement.





     (b) Without limiting any of the foregoing, in the event that the offering of
Registrable Securities is to be made by or through an underwriter, the Company shall enter
into an underwriting agreement with a managing underwriter or underwriters containing
representations, warranties, indemnities and agreements customarily included (but not
inconsistent with the covenants and agreements of the Company contained herein) by an issuer
of common stock in underwriting agreements with respect to offerings of common stock for the
account of, or on behalf of, such issuers. In connection with any offering of Registrable
Securities registered pursuant to this Agreement, the Company shall furnish to the
underwriter, if any (or, if no underwriter, the Selling Holder), unlegended certificates
representing ownership of the Registrable Securities being sold (unless, in the Company’s
sole discretion, such Registrable



19









 







Securities are to be issued in uncertificated form pursuant to the customary
arrangements for issuing shares in such form), in such denominations as requested and
instruct any transfer agent and registrar of the Registrable Securities to release any stop
transfer order with respect thereto.




     (c) Each Selling Holder agrees that upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 4.5(a)(ix), such Selling Holder
shall forthwith discontinue such Selling Holder’s disposition of Registrable Securities
pursuant to the applicable registration statement and prospectus relating thereto until such
Selling Holder’s receipt of the copies of the supplemented or amended prospectus
contemplated by Section 4.5(a)(ix) and, if so directed by the Company, deliver to the
Company, at the Company’s expense, all copies, other than permanent file copies, then in
such Selling Holder’s possession of the prospectus current at the time of receipt of such
notice relating to such Registrable Securities. In the event the Company shall give such
notice, any applicable 60 day period during which such registration statement must remain
effective pursuant to this Agreement shall be extended by the number of days during the
period from the date of giving of a notice regarding the happening of an event of the kind
described in Section 4.5(a)(ix) to the date when all such Selling Holders shall receive such
a supplemented or amended prospectus and such prospectus shall have been filed with the
Commission.



     SECTION 4.6. Registration and Offering Expenses




     (a) All expenses incident to the Company’s performance of, or compliance with, its
obligations under this Agreement including (a) (1) all registration and filing fees, all
fees and expenses of compliance with securities and “blue sky” laws, (2) all fees and
expenses associated with filings required to be made with FINRA (including, if applicable,
the fees and expenses of any “qualified independent underwriter” as such term is defined in
NASD Rule 2720 or the equivalent rule incorporated into the FINRA rulebook), (3) all fees
and expenses of compliance with securities and “blue sky” laws, (4) all printing (including
expenses of printing certificates, if any, for the Registrable Securities in a form eligible
for deposit with the Depository Trust Company and of printing prospectuses if the printing
of prospectuses and Issuer Free Writing Prospectuses is requested by a holder of Registrable
Securities) and copying expenses, (5) all messenger and delivery expenses, (6) all fees and
expenses of the Company’s independent certified public accountants and counsel (including
with respect to “comfort” letters, “agreed-upon procedures” letter and opinions), (7) fees
and expenses of one counsel to the Stockholders selling in such registration (which firm
shall be selected by the Stockholders selling in such registration that hold a majority of
the Registrable Securities included in such registration), (8) except as provided in clause
(b) below, the fees and expenses (including underwriting discounts and commissions and
transfer taxes) of every nationally recognized investment bank engaged in connection with a
Demand Registration or a Piggyback Registration that is not an Underwritten Offering,
(collectively, the “Registration Expenses”) and (b) any expenses described in
clauses (a)(1) through (8) above incurred in connection with the marketing and sale of
Registrable Securities (“Offering Expenses”) shall be borne by the Company,
regardless of whether a registration is effected, marketing is commenced or sale is made.
The



20









 







Company will pay its internal expenses (including all salaries and expenses of its
officers and employees performing legal or accounting duties, the expense of any annual
audit and the expense of any liability insurance) and the expenses and fees for listing the
securities to be registered on each securities exchange and included in each established
over-the-counter market on which similar securities issued by the Company are then listed or
traded.




     (b) Each Selling Holder shall pay its portion of all underwriting discounts and
commissions and transfer taxes, if any, relating to the sale of such Selling Holder’s
Registrable Securities pursuant to any registration.



     SECTION 4.7. Indemnification.




     (a) The Company agrees to indemnify and hold harmless, to the fullest extent permitted
by law, each Selling Holder, its officers, directors, employees, managers, members, partners
and agents and each Person who controls (within the meaning of Section 15 of the Securities
Act and Section 20 of the Exchange Act) such Selling Holder or such other indemnified Person
from and against all losses, claims, damages, liabilities and expenses (including reasonable
expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, the
“Losses”) caused by, resulting from or relating to any untrue statement (or alleged
untrue statement) of a material fact contained in any registration statement, any Issuer
Free Writing Prospectus, any prospectus or preliminary prospectus or any amendment thereof
or supplement thereto or any omission (or alleged omission) of a material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading, except insofar as the same are caused by any
information furnished in writing to the Company by such Selling Holder expressly for use
therein. In connection with an Underwritten Offering and without limiting any of the
Company’s other obligations under this Agreement, the Company shall also indemnify such
underwriters, their officers, directors, employees and agents and each Person who controls
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act)
such underwriters or such other indemnified Person to the same extent as provided above with
respect to the indemnification (and exceptions thereto) of the holders of Registrable
Securities being sold. Reimbursements payable pursuant to the indemnification contemplated
by this Section 4.7(a) will be made by periodic payments during the course of any
investigation or defense, as and when bills are received or expenses incurred.




     (b) In connection with any registration statement, each such Selling Holder will
furnish to the Company in writing information regarding such Selling Holder’s ownership of
Registrable Securities and its intended method of distribution thereof and, to the extent
permitted by law, shall, severally and not jointly, indemnify the Company, its directors,
officers, employees and agents and each Person who controls (within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act) the Company or such other
indemnified Person against all Losses caused by any untrue statement of material fact
contained in the registration statement, any Issuer Free Writing Prospectus, any prospectus
or preliminary prospectus or any amendment thereof or supplement thereto or any omission of
a material fact required to be stated therein or



21









 







necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading, but only to the extent that such untrue statement or
omission is caused by and contained in such information so furnished in writing by such
Selling Holder expressly for use therein; provided, however, that each
Selling Holder’s obligation to indemnify the Company hereunder shall, to the extent more
than one Selling Holder is subject to the same indemnification obligation, be apportioned
between each Selling Holder based upon the net amount received by each Selling Holder from
the sale of Registrable Securities, as compared to the total net amount received by all of
the Selling Holders of Registrable Securities sold pursuant to such registration statement.
Notwithstanding the foregoing, no Selling Holder shall be liable to the Company for amounts
in excess of the lesser of (i) such apportionment and (ii) the net amount received by such
holder in the offering giving rise to such liability.




     (c) Any Person entitled to indemnification hereunder shall give prompt written notice
to the indemnifying party of any claim with respect to which it seeks indemnification;
provided, however, the failure to give such notice shall not release the indemnifying party
from its obligation, except to the extent that the indemnifying party has been materially
prejudiced by such failure to provide such notice on a timely basis.




     (d) In any case in which any such action is brought against any indemnified party, and
it notifies an indemnifying party of the commencement thereof, the indemnifying party will
be entitled to participate therein, and, to the extent that it may wish, jointly with any
other indemnifying party similarly notified, to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not (so long as it shall continue to have the right to defend,
contest, litigate and settle the matter in question in accordance with this paragraph) be
liable to such indemnified party hereunder for any legal or other expense subsequently
incurred by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified
party reasonably objects to such assumption on the grounds that there may be defenses
available to it which are different from or in addition to the defenses available to such
indemnifying party or (ii) the indemnifying party shall have failed within a reasonable
period of time to assume such defense and the indemnified party is or is reasonably likely
to be prejudiced by such delay, in either event the indemnified party shall be promptly
reimbursed by the indemnifying party for the expenses incurred in connection with retaining
separate legal counsel). An indemnifying party shall not be liable for any settlement of an
action or claim effected without its consent. The indemnifying party shall lose its right
to defend, contest, litigate and settle a matter if it shall fail to diligently contest such
matter (except to the extent settled in accordance with the next following sentence). No
matter shall be settled by an indemnifying party without the consent of the indemnified
party (which consent shall not be unreasonably withheld, it being understood that the
indemnified party shall not be deemed to be unreasonable in withholding its consent if the
proposed settlement imposes any obligation on the indemnified party other than the payment
of money or if the proposed settlement does not include an unconditional release of such
indemnified party for all claims relating to such matter).



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     (e) The indemnification provided for under this Agreement shall remain in full force
and effect regardless of any investigation made by or on behalf of the indemnified Person
and will survive the transfer of the Registrable Securities and the termination of this
Agreement.




     (f) If recovery is not available under the foregoing indemnification provisions for any
reason or reasons other than as specified therein, any Person who would otherwise be
entitled to indemnification by the terms thereof shall nevertheless be entitled to
contribution with respect to any Losses with respect to which such Person would be entitled
to such indemnification but for such reason or reasons. In determining the amount of
contribution to which the respective Persons are entitled, there shall be considered the
Persons’ relative knowledge and access to information concerning the matter with respect to
which the claim was asserted, the opportunity to correct and prevent any statement or
omission, and other equitable considerations appropriate under the circumstances. It is
hereby agreed that it would not necessarily be equitable if the amount of such contribution
were determined by pro rata or per capita allocation. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be
entitled to contribution from any Person who was not found guilty of such fraudulent
misrepresentation. Notwithstanding the foregoing, no Selling Holder or transferee thereof
shall be required to make a contribution in excess of the net amount received by such holder
from its sale of Registrable Securities in connection with the offering that gave rise to
the contribution obligation.




     (g) Not less than three days before the expected filing date of each registration
statement pursuant to this Agreement, the Company shall notify each Stockholder who has
timely provided the requisite notice hereunder entitling the Stockholder to register
Registrable Securities in such registration statement of the information, documents and
instruments from such Stockholder that the Company or any underwriter reasonably requests in
connection with such registration statement, including, but not limited to a questionnaire,
custody agreement, power of attorney, lock-up letter and underwriting agreement (the
“Requested Information”). If the Company has not received, on or before the day
before the expected filing date, the Requested Information from such Stockholder, the
Company may file the Registration Statement without including Registrable Securities of such
Stockholder. The failure to so include in any registration statement the Registrable
Securities of a Stockholder (with regard to that registration statement) shall not in and of
itself result in any liability on the part of the Company to such Stockholder.



ARTICLE V




MISCELLANEOUS 



     SECTION 5.1. Headings. The headings in this Agreement are for convenience of
reference only and shall not control or effect the meaning or construction of any provisions
hereof.



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     SECTION 5.2. Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties hereto in respect of the subject matter contained herein, and there
are no restrictions, promises, representations, warranties, covenants, conditions or undertakings
with respect to the subject matter hereof, other than those expressly set forth or referred to
herein. This Agreement supersedes all prior agreements and understandings between the parties
hereto with respect to the subject matter hereof.



     SECTION 5.3. Further Actions; Cooperation. Each of the Stockholders agrees to use
its reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done,
and to assist and cooperate with the other parties in doing, all things necessary, proper or
advisable to give effect to the transactions contemplated by this Agreement. Without limiting the
generality of the foregoing, each of the Stockholders (i) acknowledges that such Stockholder will
prepare and file with the Commission filings under the Exchange Act, including under Section 13(d)
of the Exchange Act, relating to its Beneficial Ownership of the Common Stock and (ii) agrees to
use its reasonable efforts to assist and cooperate with the other parties in promptly preparing,
reviewing and executing any such filings under the Exchange Act, including any amendments thereto.



     SECTION 5.4. Notices. All notices, requests, consents and other communications
hereunder to any party shall be deemed to be sufficient if contained in a written instrument
delivered in person or sent by email, facsimile, nationally recognized overnight courier or first
class registered or certified mail, return receipt requested, postage prepaid, addressed to such
party at the address set forth below or such other address as may hereafter be designated on the
signature pages of this Agreement or in writing by such party to the other parties:



     If to the Initial Stockholder, to:


c/o Fortress Investment Group, LLC

1345 Avenue of the Americas, 46th Floor

New York, NY 10105

Fax: (212) 798-6122

Email: rnardone@fortress.com

Attn: Randal A. Nardone




     with a copy (which shall not constitute notice) to:


Cleary Gottlieb Steen & Hamilton LLP

1 Liberty Plaza

New York, NY 10006

Fax: (212) 225-3999

Email: dmclaughlin@cgsh.com

Attn: Duane McLaughlin, Esq.







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     If to the Company, to:


Nationstar Mortgage Holdings Inc.

350 Highland Drive

Lewisville, Texas 75067

Fax: (972) 315-8683

Email: anne.sutherland@nationstarmail.com

Attn: General Counsel




     If to a Stockholder that is not the Initial Stockholder, then to the address set forth in the
written agreement of such Stockholder provided for in Section 2.1 hereof.



     All such notices, requests, consents and other communications shall be deemed to have been
given or made if and when received (including by overnight courier) by the parties at the above
addresses or sent by email, facsimile, with confirmation received, to the email addresses or
facsimile numbers specified above (or at such other address or facsimile number for a party as
shall be specified by like notice). Any notice delivered by any party hereto to any other party
hereto shall also be delivered to each other party hereto simultaneously with delivery to the first
party receiving such notice.



     SECTION 5.5. Applicable Law. The substantive laws of the State of Delaware shall
govern the interpretation, validity and performance of the terms of this Agreement, without regard
to conflicts of law doctrines. THE PARTIES HERETO WAIVE THEIR RIGHT TO A JURY TRIAL WITH RESPECT
TO DISPUTES HEREUNDER.



     SECTION 5.6. Severability. The provisions of this Agreement are independent of and
separable from each other. The invalidity, illegality or unenforceability of one or more of the
provisions of this Agreement in any jurisdiction shall not affect the validity, legality or
enforceability of the remainder of this Agreement, including any such provisions, in any other
jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be
enforceable to the fullest extent permitted by law. The parties hereto shall endeavor in good faith
negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provision, as applicable.



     SECTION 5.7. Successors and Assigns. Except as otherwise provided herein, all the
terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and
shall be enforceable by the respective successors and permitted assigns of the parties hereto. No
Stockholder may assign any of its rights hereunder to any Person other than a Permitted Transferee.
Each Permitted Transferee of any Stockholder shall be subject to all of the terms of this
Agreement, and by taking and holding such shares such Person shall be entitled to receive the
benefits of and be conclusively deemed to have agreed to be bound by and to comply with all of the
terms and provisions of this Agreement; provided, however, no transfer of rights
permitted hereunder shall be binding upon or obligate the Company unless and until (i) if required
under Section 2.1 hereof, the Company shall have received written notice of such transfer and the
joinder of the transferee provided for in Section 2.1 hereof, and (ii) such transferee can
establish Beneficial Ownership or ownership of record of a Registrable Amount (whether individually
or



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together with its Affiliates that are Stockholders or transferees of Stockholders and, if
applicable, its other Permitted Transferees that are Stockholders or transferees of Stockholders).
The Company may not assign any of its rights or obligations hereunder without the prior written
consent of each of the Stockholders, and any assignment attempted or effected without obtaining
such required consent shall be null and void. Notwithstanding the foregoing, no successor or
assignee of the Company shall have any rights granted under this Agreement until such Person shall
acknowledge its rights and obligations hereunder by a signed written statement of such Person’s
acceptance of such rights and obligations.




     SECTION 5.8. Amendments. This Agreement may not be amended, modified or supplemented
unless such amendment, modification or supplement is in writing and signed by each of the
Stockholders and the Company.



     SECTION 5.9. Waiver. The failure of a party hereto at any time or times to require
performance of any provision hereof shall in no manner affect its right at a later time to enforce
the same. No waiver by a party of any condition or of any breach of any term, covenant,
representation or warranty contained in this Agreement shall be effective unless in a writing
signed by the party against whom the waiver is to be effective, and no waiver in any one or more
instances shall be deemed to be a further or continuing waiver of any such condition or breach in
other instances or a waiver of any other condition or breach of any other term, covenant,
representation or warranty.



     SECTION 5.10. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall constitute one and
the same Agreement.



     SECTION 5.11. Submission To Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT AND ANY ACTION FOR ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE BOROUGH OF MANHATTAN OR OF THE UNITED
STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, EACH PARTY HERETO HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY
AND UNCONDITIONALLY, THE NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND THE APPELLATE
COURTS THEREOF. EACH PARTY HERETO IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY
REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT THE ADDRESS FOR NOTICES SET FORTH
HEREIN. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



26









 





     SECTION 5.12. Injunctive Relief. Each party hereto acknowledges and agrees that a
violation of any of the terms of this Agreement will cause the other parties irreparable injury for
which an adequate remedy at law is not available. Therefore, the Stockholders agree that each
party shall be entitled to, an injunction, restraining order, specific performance or other
equitable relief from any court of competent jurisdiction, restraining any party from committing
any violations of the provisions of this Agreement, without the need to post a bond or prove the
inadequacy of monetary damages.



     SECTION 5.13. Recapitalizations, Exchanges, Etc. Affecting the Shares of Common Stock;
New Issuance. The provisions of this Agreement shall apply, to the full extent set forth
herein, with respect to Company Securities and to any and all equity or debt securities of the
Company or any successor or assign of the Company (whether by merger, consolidation, sale of
assets, or otherwise) which may be issued in respect of, in exchange for, or in substitution of,
such Company Securities and shall be appropriately adjusted for any stock dividends, splits,
reverse splits, combinations, reclassifications, recapitalizations, reorganizations and the like
occurring after the date hereof.



     SECTION 5.14. Termination. Upon the mutual consent of all of the parties hereto or,
with respect to each Stockholder, at such earlier time as such Stockholder and its Affiliates and
Permitted Transferees ceases to Beneficially Own a Registrable Amount, the terms of this Agreement
shall terminate, and be of no further force and effect; provided, however, that the
following shall survive the termination of this Agreement: (i) the provisions of Sections 4.2
(which shall terminate, and be of no further force and effect, with respect to each Stockholder, at
such time as such Stockholder and its Affiliates and Permitted Transferees ceases to Beneficially
Own a Registrable Amount), 4.7, 4.8, 5.5, 5.11, this Section 5.14 and Section 5.15; (ii) the rights
with respect to the breach of any provision hereof by the Company and (iii) any registration rights
vested or obligations accrued as of the date of termination of this Agreement to the extent, in the
case of registration rights so vested, if such Stockholder ceases to meet the definition of a
Stockholder under this Agreement subsequent to the vesting of such registration rights as a result
of action taken by the Company.



     SECTION 5.15. Rule 144. The Company covenants and agrees that it will file the
reports required to be filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder (or, if it is not required to file such reports,
it will, upon the request of any holder of Registrable Securities, make publicly available other
information so long as necessary to permit sales in compliance with Rule 144 under the Securities
Act), and it will take such further reasonable action, to the extent required from time to time to
enable such holder to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rule
144 may be amended from time to time, or any similar rule or regulation hereafter adopted by the
Commission. Upon the reasonable request of any holder of Registrable Securities, the Company will
deliver to such holder a written statement as to whether it has complied with such information and
filing requirements.



[Remainder of page left blank intentionally]






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     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by
their respective officers thereunto duly as of the date first above written.



	 	 	 	 	 	 

	 	 	Nationstar Mortgage Holdings Inc.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:
	 
	 	 	 	 
	 	 	FIF HE Holdings LLC
	 
	 	 	 	 
	 

	 	By:
	 	, its Managing Member
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






[SIGNATURE PAGE TO STOCKHOLDERS AGREEMENT]





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