Grant Uses in Conditions of Exercise Clause

Conditions of Exercise from Employee Non Qualified Stock Option Agreement

THIS SECOND AMENDED AND RESTATED EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement"), dated as of March 2, 2015, hereby amends and restates in its entirety the Amended and Restated Employee Non-Qualified Stock Option Agreement dated May 7, 2013 (the "Existing Option Agreement") by and between Novation Companies, Inc. (f/k/a NovaStar Financial, Inc.), a Maryland corporation (the "Company") and Matthew Lautz (the "Optionee").

Conditions of Exercise. This Option may be exercised, in whole or in part at any time, or from time to time, up to ten (10) years from the Date of Grant, but only during the period in which such Option remains exercisable as herein provided. The Option Shares shall vest as follows: Eighteen Thousand Seven Hundred Fifty (18,750) shares on November 10, 2012; Eighteen Thousand Seven Hundred Fifty (18,750) shares on November 10, 2013; Eighteen Thousand Seven Hundred Fifty (18,750) shares on November 10, 2014; and Eighteen Thousand Seven Hundred Fifty (18,750) shares on November 10, 2015.

Conditions of Exercise from Employee Non Qualified Stock Option Agreement

THIS SECOND AMENDED AND RESTATED EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement"), dated as of March 2, 2015, hereby amends and restates in its entirety the Amended and Restated Employee Non-Qualified Stock Option Agreement dated May 7, 2013 (the "Existing Option Agreement") by and between Novation Companies, Inc., a Maryland corporation (formerly known as NovaStar Financial, Inc., the "Company") and Matthew Lautz (the "Optionee").

Conditions of Exercise. This Option may be exercised, in whole or in part at any time, or from time to time, up to ten (10) years from the Date of Grant, but only during the period in which such Option remains exercisable as herein provided. The Option Shares shall vest as follows: Sixty Eight Thousand Seven Hundred Fifty (68,750) shares on December 31, 2014; Sixty Eight Thousand Seven Hundred Fifty (68,750) shares on December 31, 2015; Sixty Eight Thousand Seven Hundred Fifty (68,750) shares on December 31, 2016; and Sixty Eight Thousand Seven Hundred Fifty (68,750) shares on December 31, 2017.

Conditions of Exercise from Employee Non Qualified Stock Option Agreement

THIS AMENDED AND RESTATED EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of March 2, 2015, hereby amends and restates in its entirety the Employee Non-Qualified Stock Option Agreement dated June 20, 2014 (the "Existing Option Agreement") by and between Novation Companies, Inc., a Maryland corporation (formerly known as NovaStar Financial, Inc., the "Company") and Matthew Lautz (the "Optionee").

Conditions of Exercise. This Option may be exercised, in whole or in part at any time, or from time to time, up to ten (10) years from the Grant (organization) values">Date of Grant, but only during the period in which such Option remains exercisable as herein provided. One-quarter of the Option Shares shall vest on each anniversary of the Date of Grant.

Conditions of Exercise from Employee Non Qualified Stock Option Agreement

THIS AMENDED AND RESTATED EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement"), dated as of March 2, 2015, hereby amends and restates in its entirety the Employee Non-Qualified Stock Option Agreement dated November 10, 2009 (the "Existing Option Agreement"), by and between Novation Companies, Inc., a Maryland corporation (formerly known as NovaStar Financial, Inc., the "Company") and Rodney E. Schwatken (the "Optionee").

Conditions of Exercise. This Option may be exercised, in whole or in part at any time, or from time to time, up to ten (10) years from the Date of Grant, but only during the period in which such Option remains exercisable as herein provided. The Option Shares shall vest as follows: Thirty-Seven Thousand Five Hundred (37,500) shares on November 10, 2010, adjusted after the Recapitalization to Three Hundred Sixty-One Thousand Six Hundred Eighty-Two and One-Half (361,682.50) shares; Thirty-Seven Thousand Five Hundred (37,500) shares on November 10, 2011, adjusted after the Recapitalization to Three Hundred Sixty-One Thousand Six Hundred Eighty-Two and One-Half (361,682.50) shares; Thirty-Seven Thousand Five Hundred (37,500) shares on November 10, 2012, adjusted after the Recapitalization to Three Hundred Sixty-One Thousand Six Hundred Eighty-Two and One-Half (361,682.50) shares; and Thirty-Seven Thousand Five Hundred (37,500) on November 10, 2013, adjusted after the Recapitalization to Three Hundred Sixty-One Thousand Six Hundred Eighty-Two and One-Half (361,682.50) shares.

Conditions of Exercise from Employee Non Qualified Stock Option Agreement

EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of the __th day of _____, 20__, by and between Novation Companies, Inc., a Maryland corporation (the "Company") and __________ (the "Optionee").

Conditions of Exercise. This Option may be exercised, in whole or in part at any time, or from time to time, up to ten (10) years from the Date of Grant, but only during the period in which such Option remains exercisable as herein provided. One-quarter of the Option Shares shall vest on each anniversary of the Date of Grant; provided, however, that notwithstanding the foregoing, all of the then-unvested Option Shares shall automatically vest on the closing date of a transaction (i) in which (A) all of the equity interests, or substantially all of the assets, of CorvisaCloud, LLC, a Subsidiary ("Corvisa"), are sold to a Third Party, (B) Corvisa is merged with and into a Third Party and does not retain its separate legal existence or (C) Corvisa is no longer considered a "Subsidiary" of the Company, as defined in the Plan (each of (A), (B) and (C), a "Corvisa Change"), and (ii) as a result of which Optionee is no longer an employee of the Company or any Subsidiary of the Company. For purposes of this Agreement, "Third Party" shall mean any person that is not directly or indirectly controlling, controlled by, or under common control with, the Company. For purposes of the foregoing definition, "control" of an entity means (i) the right, contractual or otherwise, to, directly or indirectly, manage such entity or substantially all of its assets, or (ii) the direct or indirect ownership of more than fifty percent (50%) of the outstanding capital stock or other equity interests of such entity having ordinary voting power.

Conditions of Exercise from Employee Non Qualified Stock Option Agreement

EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of the 8th day of March, 2012, by and between NovaStar Financial, Inc., a Maryland corporation (the "Company") and Brett Monger (the "Optionee").

Conditions of Exercise. This Option may be exercised, in whole or in part at any time, or from time to time, up to ten (10) years from the Date of Grant, but only during the period in which such Option remains exercisable as herein provided. The Option Shares shall vest as follows: Twelve Thousand Five Hundred (12,500) shares on March 8, 2013; Twelve Thousand Five Hundred (12,500) shares on March 8, 2014; Twelve Thousand Five Hundred (12,500) shares on March 8, 2015; and Twelve Thousand Five Hundred (12,500) shares on March 8, 2016.

Conditions of Exercise from Employee Non Qualified Stock Option Agreement

EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT, dated as of the 8th day of March, 2012, by and between NovaStar Financial, Inc., a Maryland corporation (the "Company") and Steve Haslam (the "Optionee").

Conditions of Exercise. This Option may be exercised, in whole or in part at any time, or from time to time, up to ten (10) years from the Date of Grant, but only during the period in which such Option remains exercisable as herein provided. The Option Shares shall vest as follows: Three Hundred Seventy Five Thousand (375,000) shares on March 8, 2013; Three Hundred Seventy Five Thousand (375,000) shares on March 8, 2014; Three Hundred Seventy Five Thousand (375,000) shares on March 8, 2015; and Three Hundred Seventy Five Thousand (375,000) shares on March 8, 2016.