Settlement Agreement and Full Release dated as of April 28, 2021 between Marcello Mastioni and Altisource S. r.l

This Settlement Agreement and Full Release (the “Agreement”), dated as of April 28, 2021 is by and between Marcello Mastioni (“Executive”) and Altisource S.à r.l., with registered offices at 40, avenue Monterey, L-2163 Luxembourg and registered at the Luxembourg Trade and Companies Register under number B.147.268 (the “Company” and, together with any successor entities, parent companies, subsidiaries and affiliates, including Altisource Portfolio Solutions S.A., “Altisource”) (Executive and Altisource each may be referred to herein as “Party” and collectively as the “Parties”).

WHEREAS:

•Executive is employed by the Company by virtue of a Amended and Restated Employment Contract of Indefinite Duration dated March 22, 2019 (the “Employment Contract”);

•By letter delivered to the Executive, the Executive’s employment has been terminated by Company with a three (3) months’ notice period;

•The Executive’s employment will terminate at midnight on May 31, 2021 (the “Separation Date”).

•The Parties wish to settle immediately and definitely any actual or potential disputes between Executive and Altisource through the Separation Date particularly in respect of Executive’s employment and termination.

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

2.Executive agrees that he will:

(i)exercise his functions in a professional and cooperative manner for time worked through the Separation Date (or earlier date mutually agreed to with the Company), provided that Executive will not be required to come to the Company offices during the notice period and provided further, that beginning April 1, 2021 and continuing through the Separation Date, the Executive’s job duties will be limited to making himself available to Company personnel to consult on such matters related to the Company as may be requested;

(ii)cooperate with the transition of his responsibilities in a professional manner; and

(iii)assist with the identification and location of all files and materials, electronic or otherwise, necessary for the completion of his duties and responsibilities.

the revocation period referred to in Section 15 (collectively, the “Conditions”), the Company shall (in each case subject to applicable withholdings and other deductions required by law, if any):

(i)Within fifteen (15) days of the Separation Date, complete the payment of the Minimum Guaranteed Compensation Payment (as defined in section 4(k) of the Employment Contract).

(ii)Pay Executive his 2020 annual incentive compensation (“AIP”) consisting of 9,918 restricted share units that will vest on June 30, 2021.

(iii)Within fifteen (15) days of the Separation Date, pay Executive the sum of €3,000 to cover certain relocation costs incurred by Executive at the time of joining the Company.

(iv)Provide: (a) tax preparation for tax year 2020, consistent with past practice; and (b) tax preparation for tax year 2021, but in all cases only with respect to tax obligations in Luxembourg and in Switzerland.

Notwithstanding Executive’s separation and the terms of the applicable equity award agreements, the treatment of Executive’s outstanding equity of Altisource Portfolio Solutions S.A. (“ASPS”) will be as set forth in Exhibit A to this Agreement.

Except as set forth in this section 4 and section 5 below and Exhibit A, nothing in this Agreement shall vary the terms of the applicable equity award agreements, which provisions shall govern the treatment of the equity in all other respects. In accordance with Altisource’s Insider Trading Policy, Executive will not transact in Altisource stock for the longer of (a) the period continuing until three (3) business days after Altisource’s first filing of its 10-Q immediately following the Separation Date, or (b) Executive is in possession of material non-public information concerning Altisource.

The Company will provide the benefits and make the payments described in this section in consideration and in exchange for Executive’ promises, representations, warranties, covenants, agreements, releases and other obligations, including post separation obligations, set out in this Agreement and his adherence thereto.

indemnity for material injury “indemnité pour préjudice matériel”, indemnity for improper nature of the dismissal procedure “indemnité pour licenciement irrégulier pour vice de forme”, compensatory allowance for notice period “indemnité compensatoire de préavis”, and severance pay “indemnité de départ”), breach of express or implied covenant of good faith and fair dealing; intentional or negligent infliction of emotional distress; intentional or negligent failure to supervise, train, hire or dismiss; claims for fraud, misrepresentation, libel, slander or invasion of privacy and claim on salary arrears or overtime payment, compensation for legal or contractual holidays not taken by Executive, reimbursement of expenses, bonuses, commissions or premiums, entertainment expenses, options, warrants, relocation costs, contributions in a supplementary pension plan, other elements of the remuneration or salary, damages, allocation portion of profits, special advantages, etc, without exception nor reservation.

6.Executive represents and covenants that he has not and will not remove from the Company premises any item belonging to Altisource, including files (neither hard nor soft), Confidential Information, or office equipment. Executive shall account for and return to the Company, on or before the Separation Date (or earlier date decided by the Company in its sole discretion) all Altisource property (including but not limited to iPhone, blackberry, laptop, documents and disks, equipment, keys and passes belonging to the Company which is or has been in the Executive’s possession or under the Executive’s control). Documents and disks shall include but not be limited to correspondence, files, emails, memos, reports, minutes, plans, records, surveys, software, diagrams, computer print-outs, manuals, customer documentation or any other medium for storing information. Executive represents and covenants that he has not and will not disclose or use any Confidential Information and/or trade secrets of Altisource. Executive shall keep all such Confidential Information confidential and not disclose or use the Confidential Information for any purpose, or divulge or disclose that Confidential Information to any person. Any breach, even minimal, of these obligations may constitute a serious offence, which may trigger a claim that may be exercised on the basis of civil, and/or criminal law. As used in this Agreement, “Confidential Information” means information: (i) disclosed to or known by Executive as a consequence of or through his employment with Altisource; (ii) not generally known outside Altisource; and (iii) which relates to any aspect of Altisource or its business or prospective business. By example and without limitation, Confidential Information includes, but is not limited to, any and all information of the following or similar nature, whether transmitted verbally, electronically or in writing: copyright, service mark and trademark registrations and applications; patents and patent applications; licenses; agreements; unique and special methods; techniques; procedures; processes; routines; formulas; know-how; trade secrets; innovations; inventions; discoveries; improvements; research proposals, development, test results or papers; specifications; technical data and/or information; software; models; sales figures; files; marketing plans; strategies; business plans, operations, expenses, customers, competitors and forecasts; customer, pricing, and financial information; budgets; methodologies; computer code and programs; compilations of information; reports; records; compensation and benefit information; customer, vendor, and supplier identities and characteristics; information provided to Altisource by a third party under restrictions against disclosure or use by Altisource or others; information designated confidential by Altisource; and information of which unauthorized disclosure could be detrimental to the interests of Altisource, whether or not such information is identified as confidential information by Altisource.

7.Executive acknowledges that during his time of employment he has been provided access to Confidential Information and Altisource’s clients, employees, customers and others with whom Altisource has formed

valuable business arrangements. Executive shall not, prior to or for a period of twenty-four (24) months commencing on the Separation Date, directly or indirectly:

(i).Take any action that would interfere with, diminish or impair the relationships that Altisource has with its employees, clients and customers (whether current or prospective);

(ii).Recruit or otherwise solicit for employment or induce to terminate Altisource’s employment of or consultancy with, any person (natural or otherwise) who is or becomes an employee or consultant of Altisource or hire any such employee or consultant who has left the employ of Altisource within six (6) months after the termination or expiration of such employee’s or consultant’s employment with Altisource, as the case may be.

(iii).Solicit or attempt to solicit any business from any of Altisource’s present customers, or actively sought prospective customers, with whom Executive had material contact for purposes of providing products or services that are competitive with those provided by Altisource: provided that "material contact" is agreed to exist between Executive and each customer or potential customer: (a) with whom Executive dealt; (b) whose dealings with Altisource were coordinated or supervised by Executive; or (c) about whom Executive obtained Confidential Information in the ordinary course of business as a result of his association with Altisource; or

(iv).Assist, cause or authorize, directly or indirectly, any other person, partnership, association, corporation or other entity that Executive is employed by, consults with, obtains an ownership interest in, or in which he is materially involved in any manner as to the ownership, management, operation, or control of to engage in any of the foregoing.

Executive further expressly agrees and acknowledges that he is bound by his non-competition obligations under Article 9(a) of his Employment Contract for the duration of the Restrictive Period (as the term is defined in the Employment Contract).

The restrictive covenants in this section shall supersede the non-competition and non-solicitation covenants set forth in Executive’s equity award agreements and such provisions shall be deemed to be replaced in their entirety by this section.

requests for information or testimony that he receives in connection with any litigation or investigation, pending or threatened, relating to Altisource’s business.

IN WITNESS WHEREOF, the Parties hereby voluntarily and knowingly enter into this Agreement.

            

By: _______________________

        

        

By: _______________________

                        

        

To the extent not vested as of the Separation Date, the ASPS Restricted Stock Units (“RSUs”), restricted shares and outstanding ASPS stock options set forth in the table below will vest as specified in such table.

This Full Release (the “Release”), dated as of May 31, 2021 is made by Marcello Mastioni (“Executive”) for the benefit of Altisource S.à r.l., with registered offices at 40, avenue Monterey, L-2163 Luxembourg and registered at the Luxembourg Trade and Companies Register under number B.147.268 (the “Company” and, together with any successor entities, parent companies, subsidiaries and affiliates, including Altisource Portfolio Solutions S.A., “Altisource”).

WHEREAS, this Release is given by Executive pursuant to that Settlement Agreement and Full Release dated April XX, 2021 by and between the Parties (the “Agreement”). Capitalized terms not otherwise defined in this Release will have the meaning set forth in the Agreement.

In consideration of the consideration, mutual covenants and agreements contained in the Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Executive agrees as follows:

1.Except for any consideration set forth in section 4 of the Agreement and base salary owed through the Separation Date, Executive acknowledges that he has been paid all compensation and benefits due to him and waives any right to additional compensation or consideration whatsoever.

2.Executive hereby: (i) waives any and all rights to salary, incentive compensation and other benefits, whether earned or unearned, and whether due or to become due, after the Separation Date, except as set forth in section 4 of the Agreement; (ii) except as set forth in section 4 of the Agreement, waives any and all claims to any equity-based compensation granted, allocated, assigned or otherwise attributed to the Executive prior to the Separation Date (whether vested or unvested), including any equity-based compensation that purports to give the employee the right to benefit from or participate in the appreciation or increase in value of, or profits or dividends from, any division, business unit or other sub-division of Altisource, including without limitation, any award granted, allocated, assigned or otherwise attributed to the employee; and (iii) fully and forever releases and discharges from liability, and covenants not to sue Altisource or its officers, directors, managers, employees, counsel and agents and representatives of any sort, both present and former, for any and all claims, damages, actions and causes of action, arising from the beginning of time until the execution of the Agreement by Executive, whether in contract, tort, negligence or otherwise, in law or in equity, of every nature which Executive may ever have had, or now has, which are known or may subsequently be discovered by Executive arising out of, in connection with or related to Executive’s recruitment, hiring, employment with Altisource and/or separation from employment with Altisource, the acts or omissions of Altisource, including but not limited to any contracts, agreements and promises, written and oral; claims for wrongful termination actions of any type (such as claim for indemnity for non-pecuniary loss “indemnité pour préjudice moral”, indemnity for material injury “indemnité pour préjudice matériel”, indemnity for improper nature of the dismissal procedure “indemnité pour licenciement irrégulier pour vice de forme”, compensatory allowance for notice period “indemnité compensatoire de préavis”, and severance pay “indemnité de départ”), breach of express or implied covenant of good faith and fair dealing; intentional or negligent infliction of emotional distress; intentional or negligent failure to supervise, train, hire or dismiss; claims for fraud, misrepresentation, libel, slander or invasion of privacy and claim on salary arrears or overtime

payment, compensation for legal or contractual holidays not taken by Executive, reimbursement of expenses, bonuses, commissions or premiums, entertainment expenses, options, warrants, relocation costs, contributions in a supplementary pension plan, other elements of the remuneration or salary, damages, allocation portion of profits, special advantages, etc, without exception nor reservation.