REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2024 • Onity Group Inc. • Mortgage bankers & loan correspondents • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2024, by and between Onity Group Inc., a Florida corporation (the “Company”), SHAP 2018-1, LLC, a Delaware limited liability company (“SHAP”), Waterfall Eden Master Fund, Ltd., Waterfall Sandstone Fund, L.P., Waterfall Rock Island, LLC and Waterfall Victoria Master Fund, Ltd. (each, a “Waterfall Fund” and collectively, the “Waterfall Funds”).
Certain information marked by [*] has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential. An unredacted copy will be...Redemption Agreement • November 7th, 2024 • Onity Group Inc. • Mortgage bankers & loan correspondents
THIS REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2024, by and among MAV Canopy HoldCo I, LLC, a Delaware limited liability company (the “Company”), Onity Group Inc. (f/k/a Ocwen Financial Corporation), a Florida corporation (“Selling Member”), and, solely for purposes of Section 10 hereof, OCW MAV Holdings, LLC, a Delaware limited liability company (“Oaktree Member”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Operating Agreement (as defined below).
Certain information marked by [*] has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential. An unredacted copy will be...Transaction Agreement • November 7th, 2024 • Onity Group Inc. • Mortgage bankers & loan correspondents • New York
TRANSACTION AGREEMENT (the “Agreement”) dated as of September 30, 2024, by and among OCW MAV Holdings, LLC, a Delaware limited liability company (“OMH”), ROF8 OCW Holdings, LLC, a Delaware limited liability company (“ROF8”), OPPS OCW Holdings, LLC, a Delaware limited liability company (“OPPS” and together with OMH and ROF8, collectively, the “Oaktree Parties” and each a “Oaktree Party”), Onity Group Inc., a Florida corporation (f/k/a Ocwen Financial Corporation) (“Onity”), MAV Canopy Holdco I, LLC, a Delaware limited liability company (the “Company”), and, solely for purposes of Sections 3(h) and 3(k) herein, MSR Asset Vehicle LLC, a Delaware limited liability company (“MAV”). Except as the context otherwise requires, each of the Oaktree Parties, Onity and the Company are referred to herein as a “Party” and, collectively, the “Parties”, as applicable. Capitalized terms used, but not otherwise defined in this Agreement, shall have the respective meanings given those terms in the LLC Agr
October 14, 2024Subservicing Agreement • November 7th, 2024 • Onity Group Inc. • Mortgage bankers & loan correspondents
FORM OF AMENDMENT TO WARRANT CERTIFICATESWarrant Amendment • November 7th, 2024 • Onity Group Inc. • Mortgage bankers & loan correspondents
This Amendment to Warrant Certificates, dated as of October 13, 2024 (this “Amendment”), by and between Onity Group Inc., a Florida corporation (f/k/a Ocwen Financial Corporation) (the “Company”) and Opps OCW Holdings, LLC, a Delaware limited liability company (the “Holder”) amends (i) the certain Warrant Certificate No. [●], dated March 4, 2021, issued by the Company to the Holder evidencing Warrants to purchase up to [●] shares of commons stock of the Company, subject to the terms and conditions set forth therein (“Warrant Certificate No. [●]”) and (ii) Warrant Certificate No. [●], dated May 3, 2021, issued by the Company to the Holder evidencing Warrants to purchase up to [●] shares of commons stock of the Company, subject to the terms and conditions set forth therein (“Warrant Certificate No. [●]” and together with Warrant Certificate No. [●], collectively, the “Warrant Certificates” and each, a “Warrant Certificate”). Capitalized terms used in this Amendment without being defined
Certain information marked by [*] has been omitted in accordance with Item 601(b)(10) of Regulation S-K because it is both not material and is the type of information that the registrant treats as private or confidential. An unredacted copy will be...Note and Warrant Purchase Agreement • November 7th, 2024 • Onity Group Inc. • Mortgage bankers & loan correspondents
This Amendment No. 1, dated as of September 30, 2024 (this “Amendment”) among and between Onity Group Inc., a corporation organized under the laws of Florida (the “Company”), Oaktree Fund Administration, LLC, in its capacity as collateral agent (the “Collateral Agent”), and Opps OCW Holdings, LLC, a Delaware limited liability company (“Opps”) and ROF8 OCW Holdings, LLC, a Delaware limited liability company (“ROF8” and together with Opps, the “Holders” and each, a “Holder”) amends certain provisions of that certain Note and Warrant Purchase Agreement, dated as of February 9, 2021 (the “Purchase Agreement”), among the Company, the Holders and the Collateral Agent, as herein after set forth. Any capitalized term used herein that is not otherwise defined has the meaning ascribed to such term in the Purchase Agreement.
