0001193125-15-384212 Sample Contracts

INVESTOR AGREEMENT
Investor Agreement • November 23rd, 2015 • Walter Investment Management Corp • Mortgage bankers & loan correspondents • Delaware

This INVESTOR AGREEMENT is made and entered into as of November 22, 2015 (the “Agreement”) by and among Walter Investment Management Corp., a Maryland corporation (the “Company”), and each of the parties listed on Exhibit A (each, an “Investor” and collectively, the “Investors”) and Vadim Perelman, in his individual capacity and as the managing member of the Investors (the “Investor Director”). The Company, the Investors and the Investor Director are referred to herein as the “Parties”.

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AMENDMENT NO. 2 TO RIGHTS AGREEMENT
Rights Agreement • November 23rd, 2015 • Walter Investment Management Corp • Mortgage bankers & loan correspondents • New York

This AMENDMENT NO. 2 (this “Amendment”) is entered into as of November 22, 2015 between Walter Investment Management Corp., a Maryland corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”), and amends and modifies that certain Rights Agreement (as defined below). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning given them in the Rights Agreement.

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