0001628280-21-002577 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 19th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [●], by and between Ocwen Financial Corporation, a Florida corporation (the “Company”), and Opps OCW Holdings, LLC, a Delaware limited liability company (“Opps OCW Holdings”) and ROF8 OCW MAV PT, LLC, a Delaware limited liability company (together with Opps OCW Holdings, the “Purchaser”).

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FORM OF SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 19th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2021, between Ocwen Financial Corporation, a Florida corporation (the “Company”), Opps OCW Holdings, LLC, a Delaware limited liability company (“Opps OCW Holdings”) and ROF8 OCW MAV PT, LLC, a Delaware limited liability company (together with Opps OCW Holdings, the “Purchaser”). The Company and the Purchaser may be referred to herein as a “Party” or collectively as the “Parties.”

TRANSACTION AGREEMENT
Transaction Agreement • February 19th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York

TRANSACTION AGREEMENT (the “Agreement”) dated as of December 21, 2020 among OCW MAV Holdings, LLC, a Delaware limited liability company (“OMH”), Ocwen Financial Corporation, a Florida corporation (“Ocwen”), and solely for the purposes of Section 7, Oaktree Real Estate Opportunities Fund VIII, L.P., a Delaware limited partnership (“Oaktree RE Fund”), Oaktree Opportunities Fund XI Holdings (Delaware), L.P., a Delaware limited partnership (“Oaktree Opps Fund XI”) and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership (“Oaktree Opps Fund Xb” and together with Oaktree RE Fund VIII and Oaktree Master Fund XI “Oaktree” and each an “Oaktree Entity”). OMH and Ocwen are referred to herein as the “Party” or “Parties” as applicable).

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