OCWEN FINANCIAL CORP Contracts & Agreements

Form of Series B Preferred Stock Certificate (Filed With SEC on November 7, 2024)

Transaction Agreement dated September 30, 2024 among the Company, OCW MAV Holdings, LLC, MAV Canopy Holdco I, LLC, MSR Asset Vehicle LLC and the other parties thereto (Filed With SEC on November 7, 2024)

Note Purchase Agreement Amendment effective October 23, 2024 among the Company, Oaktree Fund Administration, LLC, as collateral agent, and the other parties thereto (Filed With SEC on November 7, 2024)

Form of Redemption Agreement among the Company, OCW MAV Holdings, LLC and MAV Canopy Holdco I, LLC (Filed With SEC on November 7, 2024)

Form of Amendment effective October 23, 2024 to Warrants dated March 4, 2021 and May 3, 2021 (Filed With SEC on November 7, 2024)

Letter Agreement dated October 14, 2024 regarding Rithm Capital Corp. affiliate subservicing agreement termination rights (Filed With SEC on November 7, 2024)

Registration Rights Agreement dated November 1, 2024 between the Company and affiliates of Waterfall Asset Management, LLC (Filed With SEC on November 7, 2024)

Form of Series B Perpetual Preferred Stock certificate (Filed With SEC on November 5, 2024)

Registration Rights Agreement among the Company and affiliates of Waterfall Asset Management, LLC (Filed With SEC on November 5, 2024)

Ocwen Financial Corporation 2021 Equity Incentive Plan, as amended (Filed With SEC on May 28, 2024)

Form of 2024 Annual Performance-Based Cash Award Agreement (Filed With SEC on May 2, 2024)

Form of 2024 Annual Performance-Based Stock Award Agreement (Filed With SEC on May 2, 2024)

Form of 2024 Special Time-Based Stock Award Agreement (Filed With SEC on May 2, 2024)

Amendment No. 4, dated as of October 31, 2023, to Subservicing Agreement dated as of July 23, 2017 between New Residential Mortgage LLC and PHH Mortgage Corporation (Filed With SEC on February 27, 2024)

Amendment No. 4, dated as of October 31, 2023, to New RMSR Agreement dated as of January 18, 2018 by and among PHH Mortgage Corporation, HLSS Holdings, LLC, HLSS MSR - EBO... (Filed With SEC on February 27, 2024)

Amendment No. 3, dated as of October 31, 2023, to Subservicing Agreement dated as of August 17, 2018 between NewRez LLC (Formerly Known as New Penn Financial, LLC) DBA Shellpoint... (Filed With SEC on February 27, 2024)

Form of 2023 Annual Performance-Based Cash Award Agreement (Filed With SEC on February 27, 2024)

Form of 2023 Annual Performance-Based Stock Award Agreement (Filed With SEC on February 27, 2024)

Form of 2023 Annual Time-Based Cash Award Agreement (Filed With SEC on February 27, 2024)

Form of 2023 Annual Time-Based Stock Award Agreement (Filed With SEC on February 27, 2024)

Ocwen Financial Corporation 2021 Equity Incentive Plan, as amended (Filed With SEC on May 23, 2023)

Ocwen Financial Corporation Executive Nonqualified Deferred Compensation Plan (Filed With SEC on February 28, 2023)

Amendment No. 3, dated as of May 2, 2022, to New RMSR Agreement dated as of January 18, 2018 by and among PHH Mortgage Corporation, HLSS Holdings, LLC, HLSS MSR - EBO Acquisition... (Filed With SEC on August 4, 2022)

Amendment No. 3, dated as of May 2, 2022, to Subservicing Agreement dated as of July 23, 2017 between New Residential Mortgage LLC and PHH Mortgage Corporation (Filed With SEC on August 4, 2022)

Amendment No. 2, dated as of May 2, 2022, to Subservicing Agreement dated as of August 17, 2018 between NewRez LLC DBA Shellpoint Mortgage Servicing and PHH Mortgage Corporation (Filed With SEC on August 4, 2022)

Offer Letter between Ocwen Financial Corporation and Sean B. ONeil (Filed With SEC on August 4, 2022)

Ocwen Financial Corporation 2021 Equity Incentive Plan, as amended (Filed With SEC on May 27, 2022)

Services Agreement, dated as of August 10, 2009, by and between Ocwen Financial Corporation and Altisource Solutions S. r.l. , as amended (Filed With SEC on February 25, 2022)

Services Agreement, dated as of October 1, 2012, by and between Ocwen Mortgage Servicing, Inc. and Altisource Solutions S. r.l., as amended (Filed With SEC on February 25, 2022)

Offer Letter, dated April 17, 2018, between Ocwen Financial Corporation and Glen Messina, as amended (Filed With SEC on February 25, 2022)

Agreement Amending Notice Due Date among PHH Mortgage Corporation, New Residential Mortgage LLC and the other parties thereto, dated December 10, 2021 (Filed With SEC on February 25, 2022)

Binding Term Sheet among Ocwen Financial Corporation, Ocwen USVI Services, LLC and Altisource S. r.l. dated as of May 5, 2021 (Filed With SEC on August 5, 2021)

Bulk Servicing Rights Purchase and Sale Agreement between PHH Mortgage Corporation and AmeriHome Mortgage Company, LLC dated as of May 21, 2021 (Filed With SEC on August 5, 2021)

Ocwen Financial Corporation 2021 Equity Incentive Plan (Filed With SEC on May 25, 2021)

Severance Agreement with Timothy J. Yanoti, effective March 2, 2021 (Filed With SEC on May 4, 2021)

Description of Common Stock (Filed With SEC on February 19, 2021)

Transaction Agreement between Ocwen Financial Corporation and Oaktree Capital Management L.P. and affiliates, dated as of December 21, 2020 (Filed With SEC on February 19, 2021)

Form of Securities Purchase Agreement between Ocwen Financial Corporation, Opps OCW Holdings, LLC, and ROF8 OCW MAV PT, LLC (Filed With SEC on February 19, 2021)

Form of Registration Rights Agreement between Ocwen Financial Corporation, Opps OCW Holdings, LLC, and ROF8 OCW MAV PT, LLC (Filed With SEC on February 19, 2021)

Form of Warrant issuable to Opps OCW Holdings, LLC and ROF8 OCW MAV PT, LLC (Filed With SEC on February 19, 2021)

Amendment to April 17, 2018 Offer Letter between Ocwen Financial Corporation and Glen Messina, effective September 15, 2020 (Filed With SEC on November 3, 2020)

Form of Cash Award granted September 10, 2020 (Filed With SEC on November 3, 2020)

Form of Restricted Stock Unit Award granted September 10, 2020 (Filed With SEC on November 3, 2020)

Amendment No. 2, dated as of October 5, 2020, to New RMSR Agreement dated as of January 18, 2018 by and among Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, HLSS MSR - EBO... (Filed With SEC on November 3, 2020)

Amendment No. 2, dated as of October 5, 2020, to Subservicing Agreement dated as of July 23, 2017 between New Residential Mortgage LLC and Ocwen Loan Servicing, LLC (Filed With SEC on November 3, 2020)

Amendment No. 1, dated as of October 5, 2020, Subservicing Agreement dated as of August 17, 2018 between New Penn Financial, LLC and Ocwen Loan Servicing, LLC (Filed With SEC on November 3, 2020)

Binding Term Sheet dated as of February 22, 2019 between Altisource S. r.l., Ocwen Financial Corporation and Ocwen Mortgage Servicing, Inc (Filed With SEC on November 3, 2020)

Amended and Restated U.S. Basic Severance Plan, effective June 30, 2020 (Filed With SEC on August 4, 2020)

Amended and Restated U.S. Change in Control Severance Plan, effective June 30, 2020 (Filed With SEC on August 4, 2020)

Amendment No. 2, dated as of March 11, 2020, to Agreement for the Purchase and Sale of Servicing Rights, dated as of December 28, 2016, between New Residential Mortgage LLC and... (Filed With SEC on May 8, 2020)

Form of 2020 Annual Time-Based Cash Award Agreement (Filed With SEC on May 8, 2020)

Form of 2020 Annual Performance-Based Cash Award Agreement (Filed With SEC on May 8, 2020)

Form of Annual Performance-Based Cash Award Agreement (Filed With SEC on August 6, 2019)

Form of Annual Performance-Based Stock Award Agreement (Filed With SEC on August 6, 2019)

Form of Annual Time-Based Cash Award Agreement (Filed With SEC on August 6, 2019)

Form of Annual Time-Based Stock Award Agreement (Filed With SEC on August 6, 2019)

Form of Transitional Cash Award Agreement (Filed With SEC on August 6, 2019)

Consulting Agreement between Ocwen Financial Corporation and Catherine Dondzila, effective June 1, 2019 (Filed With SEC on August 6, 2019)

Separation and Release Agreement between Ocwen Financial Corporation and Catherine Dondzila, effective June 19, 2019 (Filed With SEC on August 6, 2019)

Amendment to April 17, 2018 Offer Letter between Ocwen Financial Corporation and Glen Messina, effective April 11, 2019 (Filed With SEC on August 6, 2019)

Amended and Restated Flow Mortgage Loan Subservicing Agreement between New Residential Mortgage LLC and PHH Mortgage Corporation () dated March 29, 2019 (Filed With SEC on August 6, 2019)

Binding Term Sheet dated as of February 22, 2019 between Altisource S. r.l., Ocwen Financial Corporation and Ocwen Mortgage Servicing, Inc (Filed With SEC on May 7, 2019)

Amendment to April 17, 2018 Offer Letter between Ocwen Financial Corporation and Glen Messina, dated February 27, 2019 (Filed With SEC on May 7, 2019)

Offer Letter between Ocwen Financial Corporation and June Campbell, dated January 17, 2019 (Filed With SEC on May 7, 2019)

Joinder and Amendment Agreement among Ocwen Financial Corporation, Ocwen Loan Servicing, LLC, as borrower, Barclays Bank PLC as administrative agent, and the other parties... (Filed With SEC on March 18, 2019)

Form of Certificate of Common Stock (Filed With SEC on February 27, 2019)

Form of Director Restricted Stock Unit Agreement (Filed With SEC on February 27, 2019)

Amended and Restated Ocwen Financial Corporation United States Basic Severance Plan (Filed With SEC on February 27, 2019)

Amended and Restated Ocwen Financial Corporation United States Change in Control Severance Plan (Filed With SEC on February 27, 2019)

Form of Restricted Stock Unit Agreement (Filed With SEC on November 6, 2018)

Form of Stock Option Agreement (Filed With SEC on November 6, 2018)

Amendment No. 1 to Subservicing Agreement dated as of August 17, 2018 between New Residential Mortgage LLC and Ocwen Loan Servicing, LLC (Filed With SEC on November 6, 2018)

Amendment No. 1 to New RMSR Agreement dated as of August 17, 2018 among New Residential Mortgage LLC, Ocwen Loan Servicing, LLC and the other parties thereto (Filed With SEC on November 6, 2018)

First Supplemental Indenture, dated as of October 4, 2018, among PHH Corporation, PHH Mortgage Corporation and Wilmington Trust, National Association (Filed With SEC on October 4, 2018)

Counterpart Agreement, dated as of October 4, 2018, executed by PHH Corporation and PHH Mortgage Corporation and acknowledged and agreed to by Barclays Bank PLC, as administrative... (Filed With SEC on October 4, 2018)

Ocwen Financial Corporation United States Basic Severance Plan (Filed With SEC on July 2, 2018)

Ocwen Financial Corporation United States Change in Control Severance Plan (Filed With SEC on July 2, 2018)

Separation Agreement and Full Release, dated May 29, 2018 between Ocwen Financial Corporation and Michael R. Bourque, Jr (Filed With SEC on May 29, 2018)

Agreement and Plan of Merger, dated as of February 27, 2018, by and among Ocwen Financial Corporation, POMS Corp and PHH Corporation (Filed With SEC on May 2, 2018)

Offer Letter, dated April 17, 2018, between Ocwen Financial Corporation and Glen Messina (Filed With SEC on April 19, 2018)

Release and Restrictive Covenant Agreement, dated April 17, 2018, between Ocwen Financial Corporation and Ronald M. Faris (Filed With SEC on April 19, 2018)

Agreement and Plan of Merger, dated as of February 27, 2018, by and among Ocwen Financial Corporation, POMS Corp and PHH Corporation (Filed With SEC on February 28, 2018)

Separation Agreement dated as of February 9, 2018 (Filed With SEC on February 12, 2018)

OCWENFINANCIAL CORPORATION 2017PERFORMANCE INCENTIVE PLAN (Filed With SEC on May 24, 2017)

AMENDMENT TO MASTER SERVICING RIGHTS PURCHASE AGREEMENT AND SALE SUPPLEMENTS (Filed With SEC on February 23, 2017)

WITNESSETH: (Filed With SEC on February 23, 2017)

OCWEN FINANCIAL CORPORATION 1998 ANNUAL INCENTIVE PLAN as amended through and effective as of March 29, 2016 ARTICLE I GENERAL PROVISIONS (Filed With SEC on April 28, 2016)

AMENDMENTNO. 5 TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT (Filed With SEC on March 28, 2016)

AMENDMENTNO. 4 TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT AND AMENDMENT NO. 2 TO PLEDGE AND SECURITY AGREEMENT (Filed With SEC on October 19, 2015)

AMENDMENTNO. 3 TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT (Filed With SEC on April 20, 2015)

AMENDMENTNO. 2 TO MASTERSERVICING RIGHTS PURCHASE AGREEMENT AND SALESUPPLEMENTS (Filed With SEC on April 6, 2015)

FORMOF INDEMNIFICATION AGREEMENT (Filed With SEC on March 26, 2015)

Formof Undertaking to Repay Advancement of Indemnification Expenses (Filed With SEC on March 26, 2015)

AMENDMENTNO. 2 TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT (Filed With SEC on March 3, 2015)

RETIREMENTAgreement (Filed With SEC on January 20, 2015)

CONSENTORDER PURSUANT TO NEW YORK BANKING LAW § 44 (Filed With SEC on December 22, 2014)

Surrender of Stock Options (Filed With SEC on August 18, 2014)

Description of USVI Relocation Program of Ocwen Mortgage Servicing, Inc. (as amended on March 31, 2014) (Filed With SEC on May 2, 2014)

OCWEN MORTGAGE SERVICING, INC. AMENDED AND RESTATED 2013 PREFERRED STOCK PLAN (As Adopted Effective as of February 25, 2014) (Filed With SEC on March 3, 2014)

THIRD AMENDMENT TO SERVICES AGREEMENT (Filed With SEC on March 3, 2014)

SECOND AMENDMENT TO SERVICES AGREEMENT (Filed With SEC on March 3, 2014)

FIRST AMENDED AND RESTATED SUPPORT SERVICES AGREEMENT (Filed With SEC on March 3, 2014)

MASTER SERVICING RIGHTS PURCHASE AGREEMENT dated as of October 1, 2012 between OCWEN LOAN SERVICING, LLC, as Seller, and HLSS HOLDINGS, LLC, as Purchaser TABLE OF CONTENTS (Filed With SEC on March 3, 2014)

MASTER SUBSERVICING AGREEMENT, dated as of October 1, 2012 between HLSS HOLDINGS, LLC, as Servicer and OCWEN LOAN SERVICING, LLC, as Subservicer TABLE OF CONTENTS (Filed With SEC on March 3, 2014)

AMENDMENT TO SALE SUPPLEMENTS (Filed With SEC on March 3, 2014)

AMENDMENT TO SUBSERVICING SUPPLEMENTS (Filed With SEC on March 3, 2014)

AMENDMENT TO SALE SUPPLEMENT (Filed With SEC on November 5, 2013)

AMENDMENT TO SUBSERVICING SUPPLEMENT (Filed With SEC on November 5, 2013)

AMENDMENTNO. 1 TO SENIOR SECURED TERM LOAN FACILITY AGREEMENT and AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT (Filed With SEC on September 24, 2013)

MORTGAGE SERVICING RIGHTS PURCHASEAND SALE AGREEMENT by and between ONEWEST BANK, FSB (Seller) and OCWEN LOAN SERVICING, LLC A Wholly-Owned Subsidiary of Ocwen Mortgage Servicing,... (Filed With SEC on June 13, 2013)

GUARANTEE (Filed With SEC on June 13, 2013)

AGREEMENT (Filed With SEC on April 18, 2013)

PURCHASE AND SALE AGREEMENT by and among ALTISOURCE PORTFOLIO SOLUTIONS, INC., ALTISOURCE SOLUTIONS S. R.L., OCWEN FINANCIAL CORPORATION, HOMEWARD RESIDENTIAL, INC., and POWER... (Filed With SEC on April 4, 2013)

SECOND AMENDMENT TO SERVICES AGREEMENT (Filed With SEC on April 4, 2013)

SECOND AMENDMENT TO TECHNOLOGY PRODUCTS SERVICES AGREEMENT (Filed With SEC on April 4, 2013)

SECOND AMENDMENT TO DATA CENTER AND DISASTER RECOVERY SERVICES AGREEMENT (Filed With SEC on April 4, 2013)

SECOND AMENDMENT TO INTELLECTUAL PROPERTY AGREEMENT (Filed With SEC on April 4, 2013)

FIRST AMENDMENT TO SERVICES AGREEMENT (Filed With SEC on April 4, 2013)

FIRST AMENDMENT TO TECHNOLOGY PRODUCTS SERVICES AGREEMENT (Filed With SEC on April 4, 2013)

FIRST AMENDMENT TO DATA CENTER AND DISASTER RECOVERY SERVICES AGREEMENT (Filed With SEC on April 4, 2013)

FIRST AMENDMENT TO INTELLECTUAL PROPERTY AGREEMENT (Filed With SEC on April 4, 2013)

SENIOR SECURED TERM LOAN FACILITY AGREEMENT dated as of February 15, 2013 among OCWEN LOAN SERVICING, LLC, as Borrower, OCWEN FINANCIAL CORPORATION, as Parent, and CERTAIN... (Filed With SEC on February 19, 2013)

dated as of February 15, 2013 among EACH OF THE GRANTORS PARTY HERETO and BARCLAYS BANK PLC, as Collateral Agent TABLE OF CONTENTS (Filed With SEC on February 19, 2013)

ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF OCWEN FINANCIAL CORPORATION ARTICLES OF DESIGNATION, PREFERENCES, AND RIGHTS OF SERIES A PERPETUAL... (Filed With SEC on December 28, 2012)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on December 28, 2012)

ASSET PURCHASE AGREEMENT between OCWEN LOAN SERVICING, LLC and RESIDENTIAL CAPITAL, LLC, RESIDENTIAL FUNDING COMPANY, LLC, GMAC MORTGAGE, LLC, EXECUTIVE TRUSTEE SERVICES, LLC, ETS... (Filed With SEC on November 8, 2012)

MERGER AGREEMENT (Filed With SEC on October 5, 2012)

SERVICES AGREEMENT (Filed With SEC on October 5, 2012)

TECHNOLOGY PRODUCTS SERVICESAGREEMENT (Filed With SEC on October 5, 2012)

DATA CENTER AND DISASTER RECOVERYSERVICES AGREEMENT (Filed With SEC on October 5, 2012)

INTELLECTUAL PROPERTY AGREEMENT (Filed With SEC on October 5, 2012)

FIRST AMENDMENT TOSupport SERVICES AGREEMENT (Filed With SEC on October 5, 2012)

FIRST AMENDMENT TO SERVICESAGREEMENT (Filed With SEC on October 5, 2012)

FIRST AMENDMENT TO TECHNOLOGYPRODUCTS SERVICES AGREEMENT (Filed With SEC on October 5, 2012)

FIRST AMENDMENT TO DATACENTER AND DISASTER RECOVERY SERVICESAGREEMENT (Filed With SEC on October 5, 2012)

FIRST AMENDMENT TO INTELLECTUALPROPERTY AGREEMENT (Filed With SEC on October 5, 2012)

SUPPORT SERVICES AGREEMENT (Filed With SEC on August 16, 2012)

AMENDED AND RESTATED PURCHASE AGREEMENT BY AND AMONG MORGAN STANLEY (solely for purposes of Article 5, Section7.4, Article 11 and Article 12), SCI SERVICES, INC., SAXON MORTGAGE... (Filed With SEC on May 4, 2012)

MASTER SERVICING RIGHTSPURCHASE AGREEMENT dated as of February 10, 2012 between OCWEN LOAN SERVICING, LLC, as Seller, and HLSS HOLDINGS, LLC, as Purchaser TABLE OF CONTENTS (Filed With SEC on May 4, 2012)

SALE SUPPLEMENT dated as of February 10, 2012 between OCWEN LOAN SERVICING, LLC, as Seller, and HLSS HOLDINGS, LLC, as Purchaser TABLE OF CONTENTS (Filed With SEC on May 4, 2012)

MASTER SUBSERVICING AGREEMENT, dated as of February 10, 2012 between HLSSHOLDINGS, LLC, as Servicer and OCWEN LOAN SERVICING, LLC, as Subservicer TABLE OF CONTENTS (Filed With SEC on May 4, 2012)

SUBSERVICING SUPPLEMENT dated as of February 10, 2012 between OCWEN LOAN SERVICING, LLC and HLSS HOLDINGS, LLC CONTENTS (Filed With SEC on May 4, 2012)

PURCHASE AGREEMENT BY AND AMONG MORGAN STANLEY (solely for purposes of Article 5, Section 7.4, Section 8.7, Article 11 and Article 12), SCI SERVICES, INC., SAXON CAPITAL HOLDINGS,... (Filed With SEC on October 24, 2011)

FIRST AMENDMENT TO TRANSITION SERVICES AGREEMENT (Filed With SEC on August 16, 2011)

PURCHASE AGREEMENT (Filed With SEC on June 6, 2011)

_________________________ ASSET PURCHASE AGREEMENT _________________________ among (Filed With SEC on June 2, 2010)

SEPARATION AGREEMENT By and Between OCWEN FINANCIAL CORPORATION and ALTISOURCE PORTFOLIO SOLUTIONS S.A. Dated as of August 10, 2009 (Filed With SEC on August 12, 2009)

TAX MATTERS AGREEMENT By and Between OCWEN FINANCIAL CORPORATION and ALTISOURCE SOLUTIONS S.À R.L. Dated as of August 10, 2009 (Filed With SEC on August 12, 2009)

EMPLOYEE MATTERS AGREEMENT (Filed With SEC on August 12, 2009)

INTELLECTUAL PROPERTY AGREEMENT (Filed With SEC on August 12, 2009)

EXHIBIT 10.1 STOCK REPURCHASE AGREEMENT (Filed With SEC on May 1, 2007)

ARTICLE I Saleand Purchase (Filed With SEC on May 11, 2006)

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OCWEN FINANCIAL CORP Contracts & Agreements