ALTISOURCE PORTFOLIO SOLUTIONS S.A. Shares of Common Stock ($1.00 par value per share) SALES AGREEMENTSales Agreement • December 12th, 2022 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
Altisource Portfolio Solutions S.A., a public limited liability company organized under the laws of the Grand Duchy of Luxembourg (the “Company”), confirms its agreement (this “Agreement”) with Guggenheim Securities, LLC (the “Agent”), as follows:
ContractCredit Agreement • March 30th, 2023 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services
CREDIT AGREEMENT dated as of April 3, 2018 among ALTISOURCE S.À R.L., as Borrower, ALTISOURCE PORTFOLIO SOLUTIONS S.A., as Holdings, THE LENDERS FROM TIME TO TIME PARTY HERETO, MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and...Credit Agreement • April 4th, 2018 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
Exhibits: Exhibit A – Form of Assignment and Acceptance Exhibit B – Form of Borrowing Request Exhibit C – Form of Compliance Certificate Exhibit D-1 – Form of Term Note Exhibit D-2 – Form of Revolving Note Exhibit E – Discounted Prepayment Option Notice Exhibit F – Lender Participation Notice Exhibit G – Discounted Voluntary Prepayment Notice Exhibit H – U.S. Tax Compliance Certificates Exhibit I – Form of Guaranty Exhibit J – Form of Counterpart Agreement Exhibit K – Form of Intercompany Note Exhibit L – Form of Security Agreement Exhibit M – Form of Borrower Solvency Certificate Schedules: Schedule 1.01 – Material Subsidiaries Schedule 1.02 – Unrestricted Subsidiaries Schedule 2.01 – Commitments and Lenders Schedule 4.01 – Loan Parties (Organization) Schedule 4.03 – Subsidiaries (Ownership) Schedule 6.13 – Post Closing Actions Schedule 7.01 – Indebtedness Schedule 7.02 – Liens Schedule 7.05 – Restrictions on Subsidiary Distributions Schedule 7.06 – Investments Schedule 7.11 – Transac
ContractTechnology Products Services Agreement • December 28th, 2012 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
TECHNOLOGY PRODUCTS SERVICES AGREEMENT, dated as of December 21, 2012, between ALTISOURCE SOLUTIONS S.À R.L., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg (together with its parent and subsidiaries, “Altisource”), and ALTISOURCE ASSET MANAGEMENT CORPORATION, a corporation organized under the laws of the U.S. Virgin Islands (together with any subsidiaries, “AAMC”) (each, a “Party,” and collectively, the “Parties” or “parties”).
ContractSupport Services Agreement • December 28th, 2012 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services
SUPPORT SERVICES AGREEMENT, dated as of December 21, 2012, by and between ALTISOURCE SOLUTIONS S.à r.l., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg (“ALTISOURCE” or together with its Affiliates “ALTISOURCE Group”) and ALTISOURCE ASSET MANAGEMENT CORPORATION, a corporation organized under the laws of the U.S. Virgin Islands (“AAMC” or together with its Affiliates “AAMC Group”).
CREDIT AGREEMENT dated as of November 27, 2012 among ALTISOURCE SOLUTIONS S.À R.L., as Borrower, ALTISOURCE PORTFOLIO SOLUTIONS S.A., as Holdings, THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent and...Credit Agreement • December 3rd, 2012 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
CREDIT AGREEMENT dated as of November 27, 2012 (this “Agreement”), among ALTISOURCE PORTFOLIO SOLUTIONS S.A., a public limited liability company (société anonyme) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 291, route d’Arlon, L-1150 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies register under number B 72391 (“Holdings”), ALTISOURCE SOLUTIONS S.À R.L., a private limited liability company (société à responsabilité limitée) organized and established under the laws of the Grand Duchy of Luxembourg, having its registered office at 291, route d’Arlon, L-1150 Luxembourg, Grand Duchy of Luxembourg, having a share capital of USD 21,463,001 and registered with the Luxembourg Trade and Companies register under number B 147268 (the “Borrower”), the LENDERS party hereto from time to time, BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacities, the “Administ
ContractTrademark License Agreement • December 28th, 2012 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
This TRADEMARK LICENSE AGREEMENT (this “Agreement”), is entered into as of the 21st day of December, 2012 (“Effective Date”), by and between ALTISOURCE SOLUTIONS S.À. R.L., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg, with offices at 291, Route d’Arlon, L-1150 Luxembourg (“Altisource”), and ALTISOURCE ASSET MANAGEMENT CORPORATION, a corporation organized under the laws of the U.S. Virgin Islands, with offices at 402 Strand St., Frederiksted, VI 00840-3531 (“AAMC”), (each, a “Party,” and collectively, the “Parties”).
RESTRICTED STOCK UNIT AWARD AGREEMENT PURSUANT TO ALTISOURCE’S 2009 EQUITY INCENTIVE PLAN ANDRestricted Stock Unit Award Agreement • August 6th, 2020 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • Georgia
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made and entered into as of January 24, 2020 (the “Grant Date”) by and between Altisource Portfolio Solutions S.A., a Luxembourg société anonyme (“Altisource” and, together with its subsidiaries and affiliates, the “Company”), and [ ], an employee of the Company (the “Employee”).
DATA CENTER AND DISASTER RECOVERY SERVICES AGREEMENTData Center and Disaster Recovery Services Agreement • October 5th, 2012 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
This DATA CENTER AND DISASTER RECOVERY SERVICES AGREEMENT (this “Agreement”), dated as of October 1, 2012 (the “Effective Date”), is between Altisource Solutions S.à r.l., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg (together with its Affiliates, “Provider”), and Ocwen Mortgage Servicing, Inc., a corporation organized under the laws of the United States Virgin Islands (together with its Affiliates, “Customer”).
SERVICES AGREEMENTServices Agreement • October 5th, 2012 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
This services agreement (this “Agreement”), dated as of October 1, 2012, between Ocwen Mortgage Servicing, Inc., a corporation organized under the laws of the United States Virgin Islands (“Ocwen,” or together with its subsidiaries, the “Ocwen Group”), and Altisource Solutions S.à r.l., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg (“Altisource,” or together with its Affiliates, the “Altisource Group”).
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • February 26th, 2019 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • Georgia
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made as of August 1, 2017 (the “Grant Date”), between Altisource Portfolio Solutions S.A., a Luxembourg société anonyme (“Altisource” and, together with its subsidiaries and affiliates, the “Company”), and Marcello Mastioni, an employee of the Company (the “Employee”).
Dated [DATE] EMPLOYMENT CONTRACT BETWEEN ALTISOURCE SOLUTIONS S.à r.l. AND MR. KEVIN JAMES WILCOXEmployment Contract • June 30th, 2009 • Altisource Portfolio Solutions S.A. • Services-consumer credit reporting, collection agencies • Luxembourg
The present contract is signed for an unlimited period of time, in accordance with the provisions of the Luxembourg Labour Code, under the following conditions agreed by and between the Parties:
TAX MATTERS AGREEMENT By and Between ALTISOURCE SOLUTIONS S.À R.L. and ALTISOURCE ASSET MANAGEMENT CORPORATION Dated as of December 21, 2012Tax Matters Agreement • December 28th, 2012 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
TAX MATTERS AGREEMENT (this “Agreement”) entered into as of December 21, 2012, by and between ALTISOURCE SOLUTIONS S.À R.L., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg (including its parent, “Altisource”) and ALTISOURCE ASSET MANAGEMENT CORPORATION, a corporation organized under the laws of the U.S. Virgin Islands and a wholly-owned subsidiary of Altisource (“AAMC”).
TAX MATTERS AGREEMENT By and Between ALTISOURCE SOLUTIONS S.À R.L. and ALTISOURCE RESIDENTIAL CORPORATION Dated as of December 21, 2012Tax Matters Agreement • December 28th, 2012 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • Maryland
TAX MATTERS AGREEMENT (this “Agreement”) entered into as of December 21, 2012, by and between ALTISOURCE SOLUTIONS S.À. R.L., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg (including its parent, “Altisource”) and ALTISOURCE RESIDENTIAL CORPORATION, a Maryland corporation and a wholly-owned subsidiary of Altisource (“Residential”).
DOCUMENT SOLUTIONS DIVISION EQUITY APPRECIATION RIGHTS AWARD AGREEMENTEquity Appreciation Rights Award Agreement • July 23rd, 2015 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • Luxembourg
THIS EQUITY APPRECIATION RIGHTS AWARD AGREEMENT (this “Award Agreement”) is entered into by and between Altisource Solutions S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 40, avenue Monterey, L-2163 Luxembourg and registered with the Luxembourg register of commerce and companies under number B147268 (the “Parent”), and Mark J. Hynes (the “Participant”), an individual, as of May 19, 2015 (the “Grant Date”).
SEPARATION AGREEMENT By and Between ALTISOURCE PORTFOLIO SOLUTIONS S.A. and ALTISOURCE RESIDENTIAL CORPORATION Dated as of December 21, 2012Separation Agreement • December 28th, 2012 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
SEPARATION AGREEMENT, dated as of December 21, 2012, between ALTISOURCE PORTFOLIO SOLUTIONS S.A., a public limited liability company organized under the laws of the Grand Duchy of Luxembourg (“ALTISOURCE”) and ALTISOURCE RESIDENTIAL CORPORATION, a Maryland corporation and a wholly-owned subsidiary of ALTISOURCE) (“Residential”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
DOCUMENT SOLUTIONS DIVISION EQUITY APPRECIATION RIGHTS AWARD AGREEMENTEquity Appreciation Rights Award Agreement • May 26th, 2015 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • Luxembourg
THIS EQUITY APPRECIATION RIGHTS AWARD AGREEMENT (this “Award Agreement”) is entered into by and between Altisource Solutions S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 40, avenue Monterey, L-2163 Luxembourg and registered with the Luxembourg register of commerce and companies under number B147268 (the “Parent”), and Mark J. Hynes (the “Participant”), an individual, as of May 19, 2015 (the “Grant Date”).
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • July 26th, 2018 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • Georgia
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made as of February 12, 2018 (the “Grant Date”), between Altisource Portfolio Solutions S.A., a Luxembourg société anonyme (“Altisource” and, together with its subsidiaries and affiliates, the “Company”), and [ ], an employee of the Company (the “Employee”).
SEPARATION AGREEMENT By and Between ALTISOURCE PORTFOLIO SOLUTIONS S.A. and ALTISOURCE ASSET MANAGEMENT CORPORATION Dated as of December 21, 2012Separation Agreement • December 28th, 2012 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
SEPARATION AGREEMENT, dated as of December 21, 2012, between ALTISOURCE PORTFOLIO SOLUTIONS S.A., a public limited liability company organized under the laws of the Grand Duchy of Luxembourg (“ALTISOURCE”) and ALTISOURCE ASSET MANAGEMENT CORPORATION, a U.S. Virgin Islands corporation and a subsidiary of ALTISOURCE) (“AAMC”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • October 26th, 2017 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • Georgia
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is made and entered into as of October 5, 2017 (the “Grant Date”), by and between Altisource Portfolio Solutions S.A., a Luxembourg société anonyme (“Altisource” and, together with its subsidiaries and affiliates, the “Company”), and Indroneel Chatterjee, an employee of the Company (the “Employee”).
Joint Filing AgreementJoint Filing Agreement • March 13th, 2013 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the shares of common stock, par value $1.00 per share, of Altisource Portfolio Solutions S.A., which may be deemed necessary pursuant to Regulation 13D or 13G promulgated under the Exchange Act.
LETTER AGREEMENTLetter Agreement • October 26th, 2017 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
This LETTER AGREEMENT (this “AGREEMENT”), entered into on this August 28, 2017, is by and among NEW RESIDENTIAL INVESTMENT CORP., a Delaware corporation (“NEW RESIDENTIAL”), NEW RESIDENTIAL MORTGAGE LLC, a Delaware limited liability company (“NRM”), in each case, whose principal address is 1345 Avenue of the Americas, 45th Floor, New York, NY 10105, REALHOME SERVICES AND SOLUTIONS, INC., a Florida corporation, (“RHSS”), whose principal address is 1000 NE Abernathy Road, Atlanta, GA 30348, REALHOME SERVICES AND SOLUTIONS - CT, INC., a Connecticut corporation (“RHSSCT”), whose principal address is 1000 NE Abernathy Road, Atlanta, GA 30348, and ALTISOURCE SOLUTIONS S.à. r.l., a Luxembourg société à responsabilité limitée, a private limited liability company (“ALTISOURCE”), whose principal address is 40, avenue Monterey 40, Avenue Monterey, L-2163 Luxembourg.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 13th, 2009 • Altisource Portfolio Solutions S.A. • Services-consumer credit reporting, collection agencies
EMPLOYEE MATTERS AGREEMENT, dated as of August 10, 2009 (this “Agreement”), by and between OCWEN FINANCIAL CORPORATION, a Florida corporation (“OCWEN”), and ALTISOURCE SOLUTIONS S.À R.L., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg and an indirect, wholly-owned subsidiary of OCWEN (“ALTISOURCE”). Capitalized terms used herein and not otherwise defined have the respective meanings assigned to them in the Separation Agreement to be entered into between OCWEN and Altisource Portfolio Solutions S.A., the sole parent of ALTISOURCE (“ALTISOURCE Parent”) (the “Separation Agreement”).
ContractLetter Agreement • September 8th, 2023 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
TAX MATTERS AGREEMENT By and Between OCWEN FINANCIAL CORPORATION and ALTISOURCE SOLUTIONS S.À R.L. Dated as of August 10, 2009Tax Matters Agreement • August 13th, 2009 • Altisource Portfolio Solutions S.A. • Services-consumer credit reporting, collection agencies • Florida
TAX MATTERS AGREEMENT (this “Agreement”) entered into as of August 10, 2009, by and between OCWEN FINANCIAL CORPORATION, a Florida corporation (“OFC”), and ALTISOURCE SOLUTIONS S.À R.L., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg and an indirect wholly-owned subsidiary of OFC (“Altisource”).
COOPERATIVE BROKERAGE AGREEMENTCooperative Brokerage Agreement • October 26th, 2017 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
This COOPERATIVE BROKERAGE AGREEMENT (this “Agreement”), dated as of August 28, 2017, is by and among REALHome Services and Solutions, Inc., a Florida corporation (“RHSS, Inc.”), REALHome Services and Solutions – CT, Inc., a Connecticut corporation (“RHSS CT”), and New Residential Sales Corp., a Delaware Corporation (“NRZ Brokerage”) (each of RHSS (as defined herein) and NRZ Brokerage being a “Party,” and together the “Parties”).
NON-QUALIFIED STOCK OPTION AWARD AGREEMENTNon-Qualified Stock Option Award Agreement • July 23rd, 2015 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • Georgia
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (the “Agreement”) is made as of [Grant Date] (the “Grant Date”), between Altisource Portfolio Solutions S.A., a Luxembourg société anonyme (“Altisource” and, together with its subsidiaries and affiliates, the “Company”), and [Full Name of Employee (including middle initial if available)], an employee of the Company (the “Employee”).
OMNIBUS AMENDMENT TO MASTER SERVICES AGREEMENT, WAIVER AGREEMENT,Master Services Agreement • August 9th, 2018 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services
THIS OMNIBUS AMENDMENT TO MASTER SERVICES AGREEMENT, WAIVER AGREEMENT, SERVICES LETTER AND FEE LETTER (this “Omnibus Amendment”) is made and entered into as of the 8th day of August, 2018 (the “Omnibus Amendment Effective Date”), by and between FRONT YARD RESIDENTIAL CORPORATION, f/k/a ALTISOURCE RESIDENTIAL CORPORATION, a Maryland corporation (“Residential”), and ALTISOURCE S.À R.L., as successor in interest to ALTISOURCE SOLUTIONS S.À R.L., a Luxembourg private limited liability company (“Altisource”).
Joint Filing AgreementJoint Filing Agreement • March 25th, 2020 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto, the “Schedule 13D”) relating to the shares of common stock, par value $1.00 per share, of Altisource Portfolio Solutions S.A., which may be deemed necessary pursuant to Regulation 13D or 13G promulgated under the Exchange Act.
MASTER SERVICES AGREEMENTMaster Services Agreement • December 28th, 2012 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • Luxembourg
This Fee Schedule (Leasing and Property Management Services) (the “Fee Schedule”) is made by and between ALTISOURCE SOLUTIONS S.À R.L., a Luxembourg private limited liability company (“Altisource”) and ALTISOURCE RESIDENTIAL CORPORATION, a Maryland corporation (“Residential”, and together with Altisource, the “Parties” and each individually, a “Party”), and is dated as of December 21, 2012.
LEGAL_US_E # 131616432.2 EXECUTION VERSION 14703685 14703685 AMENDMENT NO. 4 TO CREDIT AGREEMENT Amendment No. 4 to Credit Agreement dated as of December 1, 2017 (this “Fourth Amendment”) among ALTISOURCE SOLUTIONS S.À R.L., a private limited...Credit Agreement • December 7th, 2017 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • New York
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • June 30th, 2009 • Altisource Portfolio Solutions S.A. • Services-consumer credit reporting, collection agencies
EMPLOYEE MATTERS AGREEMENT, dated as of [ ], 2009 (this “Agreement”), by and between OCWEN FINANCIAL CORPORATION, a Florida corporation (“OCWEN”), and ALTISOURCE SOLUTIONS S.À R.L., a private limited liability company organized under the laws of the Grand Duchy of Luxembourg and an indirect, wholly-owned subsidiary of OCWEN (“ALTISOURCE”). Capitalized terms used herein and not otherwise defined have the respective meanings assigned to them in the Separation Agreement to be entered into between OCWEN and Altisource Portfolio Solutions S.A., the sole parent of ALTISOURCE (“ALTISOURCE Parent”) (the “Separation Agreement”).
FIRST AMENDMENT TO DATA CENTER AND DISASTER RECOVERY SERVICES AGREEMENTServices Agreement • April 4th, 2013 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services
This First Amendment to the Data Center and Disaster Recovery Services Agreement (the “First Amendment”) is entered into as of March 29, 2013, and amends that certain Data Center and Disaster Recovery Services Agreement dated October 1, 2012 (the “Agreement”) by and between OCWEN MORTGAGE SERVICING, INC., a corporation organized under the laws of the United States Virgin Islands (“OCWEN” or together with its Affiliates “OCWEN Group”), and ALTISOURCE SOLUTIONS S.À R.L., a limited liability company organized under the laws of the Grand Duchy of Luxembourg (“ALTISOURCE” or together with its Affiliates “ALTISOURCE Group”).
SETTLEMENT AGREEMENT AND FULL RELEASESettlement Agreement and Full Release • October 25th, 2018 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • Luxembourg
This Settlement Agreement and Full Release (the “Agreement”), dated as of October 16, 2018 is by and between Joseph A. Davila (“Executive”) and Altisource S.à r.l., with registered offices at 40, avenue Monterey, L-2163 Luxembourg and registered at the Luxembourg Trade and Companies Register under number B.147.268 (the “Company” and, together with any successor entities, parent companies, subsidiaries and affiliates, including Altisource Portfolio Solutions S.A., “Altisource”) (the “Parties”).
AMENDED AND RESTATED EMPLOYMENT CONTRACT OF INDEFINITE DURATION DATED AS OF MARCH 22, 2019Employment Contract • April 25th, 2019 • Altisource Portfolio Solutions S.A. • Services-miscellaneous business services • Luxembourg
