PERFORMANCE STOCK UNIT AWARD AGREEMENTPerformance Stock Unit Award Agreement • May 4th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • Florida
THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of March 2, 2021 (the “Award Date”) between Ocwen Financial Corporation, a Florida corporation (the “Corporation”), and [ ], an employee of the Corporation or of a Subsidiary (the “Participant”).
STOCK UNIT AWARD AGREEMENTStock Unit Award Agreement • May 4th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • Florida
THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of March 2, 2021 (the “Award Date”) between Ocwen Financial Corporation, a Florida corporation (the “Corporation”), and [ ], an employee of the Corporation or of a Subsidiary (the “Participant”).
SEPARATION AGREEMENT AND FULL RELEASESeparation Agreement • May 4th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • Connecticut
This Separation Agreement and Full Release (the “Agreement”), dated as of February 19, 2021 is by and between Timothy J. Yanoti (the “Individual”) and Ocwen Financial Corporation, its subsidiaries and affiliates, including without limitation PHH Mortgage Corporation (collectively, “Ocwen” or the “Company”).
Ocwen Financial Corporation Senior Secured Notes due 2027 Note and Warrant Purchase Agreement Dated as of February 9, 2021Note and Warrant Purchase Agreement • May 4th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York
Ocwen Financial Corporation, a corporation organized under the laws of Florida (the “Company”), agrees with the Purchasers signatory hereto and Oaktree Fund Administration, LLC, in its capacity as collateral agent for the Holders (together with its permitted successors in such capacity, “Collateral Agent”), on the date specified above (the “Signing Date”) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York
WHEREAS, this Agreement is entered into in connection with the closing of the issuance and sale of the Balance Sheet Warrants (as defined below) pursuant to the Note and Warrant Purchase Agreement, dated as of February 9, 2021 (the “Note Purchase Agreement”), and the Balance Sheet Warrant Certificates, dated as of March 4, 2021 (collectively, the “Balance Sheet Warrant Certificate”), each by and between the Company and the Balance Sheet Purchasers;
Form of Note OCWEN FINANCIAL CORPORATION Senior Secured Notes due 2027Senior Secured Notes • May 4th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents
FOR VALUE RECEIVED, the undersigned, Ocwen Financial Corporation (herein called the “Company”), a corporation organized and existing under the laws of Florida, hereby promises to pay to [______________________], or registered assigns, the principal sum of [__________] DOLLARS on March 4, 2027 (the “Maturity Date”). Interest (computed on the basis of a 365 or 366-day year) shall accrue on the unpaid principal balance hereof at the rate of (i) 12.00% per annum in respect of interest paid in cash and (ii) 13.25% per annum in respect of PIK Interest (as defined below), in each case from the date hereof until the principal hereof shall have been paid in full, with such interest payable quarterly on the last Business Day of each March, June, September and December (the “Interest Payment Date”) in each year, commencing March 31, 2021, and on the Maturity Date. On each Interest Payment Date (other than the Maturity Date), the Company shall be permitted to either (a) pay the full amount of inte
Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any referenced schedules will be furnished supplementally to the SEC upon request. FIRST LIEN NOTES PLEDGE AND SECURITY AGREEMENT dated as...First Lien Notes Pledge and Security Agreement • May 4th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York
Certain schedules and exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any referenced schedules will be furnished supplementally to the SEC upon request. FIRST AMENDMENT TO TRANSACTION AGREEMENTTransaction Agreement • May 4th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents
THIS FIRST AMENDMENT (this “Amendment”) dated as of March 4, 2021 amends the Transaction Agreement, dated as of December 21, 2020 (the “Transaction Agreement”), by and 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 Opportunities Fund XI Holdings (Delaware), L.P., a Delaware limited partnership and Oaktree Opportunities Fund Xb Holdings (Delaware), L.P., a Delaware limited partnership. OMH and Ocwen are referred to herein as a “Party” or the “Parties” as applicable).
Certain Schedules and Exhibits have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any referenced schedules will be furnished supplementally to the SEC upon request.Second Lien Notes Pledge and Security Agreement • May 4th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York
ContractWarrant Agreement • May 4th, 2021 • Ocwen Financial Corp • Mortgage bankers & loan correspondents • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER SUCH ACT.
