DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

April 10, 2015 (April 6, 2015)

HOME LOAN SERVICING SOLUTIONS, LTD.

(Exact name of registrant as specified in its charter)

Cayman Islands	1-35431	98-0683664
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Home Loan Servicing Solutions, Ltd.

c/o Intertrust Corporate Services (Cayman) Limited

190 Elgin Avenue

George Town, Grand Cayman

KY1-9005

Cayman Islands

Registrant’s telephone number, including area code: (345) 945-3727

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets.

This Current Report on Form 8-K contains the unaudited pro forma financial information for the Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (the “Company”), after giving effect to New Residential Investment Corp. (“New Residential”) acquiring substantially all of the assets and assuming substantially all of the liabilities of the Company pursuant to the Purchase Agreement, as described in Current Report on Form 8-K (the “April 7th Form 8-K”).

Item 8.01 Other Events.

On April 7, 2015, the Company filed the April 7th Form 8-K, which included, among other things, descriptions of the Termination Agreement, the Purchase Agreement, the Liquidation Plan, the New Merger Agreement, the Services Agreement, the Registration Rights Agreement and the amendment agreement among Ocwen Loan Servicing LLC, the Company, HLSS Holdings, LLC and HLSS MSR-EBO Acquisition LLC (each as described therein) (collectively, the “Agreements”). This Current Report on Form 8-K is being filed to, among other things, include (i) the Agreements as Exhibits 2.1 through 2.6 and Exhibit 10.1 under part (d) of Item 9.01 of this Current Report and (ii) required pro forma financial information as Exhibit 99.1 under part (b) of Item 9.01 of this Current Report, as described in Item 2.01.

The descriptions of the Agreements included in the April 7th Form 8-K do not purport to be complete and are subject to, and qualified in their entirety, in each case, by the full text of each such agreement, copies of which are attached hereto as Exhibits 2.1 through 2.6 and Exhibit 10.1, and are incorporated by reference into the corresponding descriptions in the April 7th Form 8-K.

Each of the Agreements have been included to provide investors and security holders with information regarding their terms. They are not intended to provide any other factual information about the Company, New Residential, the Buyers, Merger Sub (each as defined in the April 7th Form 8-K) or any of their respective subsidiaries or affiliates. The representations, warranties and covenants that may be contained in such agreements (i) were made by the parties thereto only for purposes of that agreement and as of specific dates; (ii) were made solely for the benefit of the parties to each such agreement; (iii) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the certain of those agreements (such disclosures include information that has been included in public disclosures, as well as additional non-public information); (iv) may have been made for the purposes of allocating contractual risk between the parties to such agreements instead of establishing these matters as facts; and (v) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, such agreements are included with this filing only to provide investors with information regarding the terms of such agreements, and not to provide investors with any other factual information regarding the Company, New Residential, the Buyers, Merger Sub or their respective businesses, or the transactions contemplated by such agreements other than the terms thereof. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, New Residential, the Buyers, Merger Sub or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of such agreements may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the execution of such agreements, which subsequent information may or may not be fully reflected in the Company’s or New Residential’s public disclosures. None of such agreements should be read alone, and each should instead be read in conjunction with the other information regarding the Company, New Residential, the Buyers and Merger Sub that is or will be contained in, or incorporated by reference into, the Company’s proxy statement, as well as the Company’s and New Residential’s respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings that each of the Company and New Residential make with the SEC.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information:

The unaudited pro forma financial information required by this item is included as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

(d) Exhibits:

Exhibit No.

2.1	Share and Asset Purchase Agreement, dated as of April 6, 2015, by and among Home Loan Servicing Solutions, Ltd., HLSS MSR-EBO Acquisition LLC, HLSS Advances Corp. and New Residential Investment Corp.
2.2	Plan of Complete Liquidation and Dissolution of Home Loan Servicing Solutions, Ltd., dated as of April 6, 2015.
2.3	Agreement and Plan of Merger, dated as of April 6, 2015, by and among Home Loan Servicing Solutions, Ltd., New Residential Investment Corp. and Hexagon Merger Sub, Ltd.
2.4	Services Agreement, dated as of April 6, 2015, by and among Home Loan Servicing Solutions, Ltd. and HLSS Advances Acquisition Corp.
2.5	Registration Rights Agreement, dated as of April 6, 2015, by and among Home Loan Servicing Solutions, Ltd. and New Residential Investment Corp.
2.6	Termination Agreement, dated as of April 6, 2015, by and among Home Loan Servicing Solutions, Ltd., New Residential Investment Corp. and Hexagon Merger Sub, Ltd.
10.1	Amendment No. 2 to the Master Servicing Rights Purchase Agreement and Sale Supplements, dated as of April 6, 2015, by and among Ocwen Loan Servicing, LLC, HLSS Holdings, LLC, Home Loan Servicing Solutions, Ltd. and HLSS MSR-EBO Acquisition LLC.
99.1	Pro forma financial information.

Forward Looking Statements

This Form 8-K and exhibits contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts included in this report including, without limitation, statements regarding our financial position, business strategy and other plans and objectives for our future operations, are forward-looking statements

These forward-looking statements include declarations regarding our management’s beliefs and current expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “might,” “should,” “could,” “would,” “intend,” “consider,” “expect,” “foresee,” “plan,” “anticipate,” “believe,” “estimate,” “predict” or “continue” or the negative of such terms or other comparable terminology. Such statements are not guarantees of future performance as they are subject to certain assumptions, inherent risks and uncertainties in predicting future results and conditions that could cause the actual results to differ materially from those projected in these forward-looking statements. Important factors that could cause actual results to differ materially include, but are not limited to, the following:

• Our ordinary shares may continue to trade even though we are in the process of winding down, and distributions to shareholders may be below any trading price;

• The amount of the final distribution and our ability to cease reporting depends upon whether our shareholders approve the New Merger (as defined in the April 7th Form 8-K);

• The ability to close the New Merger on the proposed terms and within the anticipated time period, or at all, which is dependent on the parties’ approval to satisfy certain closing conditions;

• The impact of the Transaction and the New Merger on third party relationships;

• Litigation related to the Transaction (as defined in the April 7th Form 8-K) and the New Merger;

• We cannot assure you of the exact amount or timing of any final distribution to our shareholders under the Liquidation Plan;

• The impact of the subpoenas from the SEC relating to communications with investors named in the subpoena, and our previously disclosed restatement of our consolidated financial statements and former material weakness in our internal control over financial reporting and certain related party matters;

• Regulatory investigations and legal proceedings may have an impact on the timing and implementation of the Liquidation Plan;

• The Transaction or Liquidation Plan may result in certain adverse U.S. federal income tax consequences;

• The ability to favorably resolve the alleged event of default under the Sixth Amended and Restated Indenture, dated as of January 17, 2014, by and among HLSS Servicer Advance Receivables Trust, Deutsche Bank National Trust Company, HLSS Holdings, LLC, Ocwen Loan Servicing, LLC, Wells Fargo Securities, LLC and Credit Suisse AG, New York Branch;

• Assumptions about the availability of and our ability to make acquisitions of residential mortgage assets from Ocwen Financial Corporation and its subsidiaries (collectively, “Ocwen”) or others on terms consistent with our business and economic model;

• Estimates regarding prepayment speeds, default rates, delinquency rates, severity, servicing advances, amortization of Notes receivable - Rights to MSRs, custodial account balances, interest income, operating costs, interest costs and other drivers of our results;

• The potential for fluctuations in the valuation of our Notes receivable - Rights to MSRs and Loans held for investment;

• Assumptions regarding the availability of refinancing options for subprime and Alt-A borrowers;

• Expectations regarding incentive fees in our servicing contract and the stability of our net servicing fee revenue;

• Assumptions about the effectiveness of our hedging strategy;

• Assumptions regarding amount and timing of additional debt or equity offerings;

• Assumptions related to sources of liquidity, our ability to fund servicing advances, our ability to pursue new asset classes and the adequacy of our financial resources;

• Assumptions regarding our financing strategy, advance rate, costs and other terms for financing new asset classes;

• Assumptions regarding margin calls on financing facilities;

• Changes in rating methodologies by our rating agencies and our ability to obtain or maintain ratings of our financing facilities;

• Our ability to enforce our contractual remedies against Ocwen;

• Our status with respect to legal ownership of the rights to mortgage servicing rights we acquired from Ocwen;

• Our ability to pay monthly dividends;

• The performance of Ocwen or others as mortgage servicer;

• The ability of Ocwen to maintain its residential mortgage servicer ratings and the effects, if any, of any changes in such ratings on our financing arrangements or agreements with Ocwen;

• Our competitive position;

• Our dependence on the services of our senior management team;

• Regulatory investigations and legal proceedings against us;

• Regulatory investigations and legal proceedings against Ocwen, Altisource or others with whom we may conduct business;

• Uncertainty related to future government regulation and housing policies;

• Assumptions regarding our tax rate and decisions by taxing authorities; and

• General economic and market conditions.

All forward-looking statements are subject to certain risks, uncertainties and assumptions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results, performance or achievements could differ materially from those expressed in, or implied by, any such forward-looking statements. Important factors that could cause or contribute to such difference include those risks specific to our business detailed within this report and our other reports and filings with the SEC, including our Annual Report filed with the SEC. We undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise. You should carefully consider the risk factors described under the heading “Risk Factors” within our Annual Report.

Additional Information About the New Merger and Where to Find It

A meeting of the shareholders of the Company will be announced to obtain shareholder approval of the proposed merger transaction. The Company intends to file with the SEC a proxy statement and other relevant documents in connection with the proposed merger transaction. The definitive proxy statement will be sent or given to the shareholders of the Company and will contain important information about the proposed merger transaction and related matters. The Company’s shareholders are urged to read the definitive proxy statement and other relevant materials when they become available because they will contain important information about the Company, Parent and the proposed merger transaction. Investors may obtain a free copy of these materials (when they are available) and other documents filed by the Company with the SEC at the SEC’s website at www.sec.gov, at the Company’s website at www.HLSS.com or by sending a written request to the Company at Home Loan Servicing Solutions, Ltd. c/o Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands, Attention: Secretary.

Participants in the Solicitation

The Company, New Residential and their respective directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from the shareholders of the Company in favor of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of the Company’s shareholders in connection with the proposed merger transaction, and any interest they have in the proposed merger transaction, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding the Company’s directors and officers is included in the proxy statement for the Company’s 2014 Annual Meeting of Shareholders filed with the SEC and on Form 8-K filed with the SEC on September 8, 2014. Additional information regarding New Residential’s directors and officers is included in New Residential’s 2014 Form 10-K and the proxy statement for New Residential’s 2014 Annual Meeting of Shareholders filed with the SEC on April 17, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:	April 10, 2015	HOME LOAN SERVICING SOLUTIONS, LTD.
		(Registrant)
		By:	/s/ James E. Lauter
			James E. Lauter
			Senior Vice President and Chief Financial Officer (On behalf of the Registrant and as its principal financial officer)

EX-2.1

Exhibit 2.1

SHARE AND ASSET PURCHASE AGREEMENT

Dated as of April 6, 2015

by and among

HOME LOAN SERVICING SOLUTIONS, LTD.,

HLSS MSR-EBO ACQUISITION LLC,

HLSS ADVANCES ACQUISITION CORP.

and

NEW RESIDENTIAL INVESTMENT CORP.

TABLE OF CONTENTS
Article I Purchase and Sale		2
Section 1.01	Purchase and Sale of Luxco 1A Shares	2
Section 1.02	Purchase and Sale of Other Assets	2
Section 1.03	Excluded Assets	2
Section 1.04	Assumed Liabilities	2
Section 1.05	Excluded Liabilities	3
Section 1.06	Assignment of Certain Purchased Assets	3
Article II Closing; Purchase Price		4
Section 2.01	Closing	4
Section 2.02	Purchase Price	4
Section 2.03	Closing Deliveries by the Company	4
Section 2.04	Closing Deliveries by the Buyer Parties	5
Article III Representations and Warranties of the Buyers		6
Section 3.01	Organization, Standing and Power	6
Section 3.02	Authority; Execution and Delivery; Enforceability	6
Section 3.03	No Conflicts; Consents	7
Section 3.04	Securities Matters	8
Section 3.05	Litigation	8
Section 3.06	Brokers’ Fees and Expenses	8
Section 3.07	FIRPTA	8
Section 3.08	Organization and Capitalization	8
Section 3.09	No Other Representations or Warranties	9
Article IV Representations and Warranties of the Company		9
Section 4.01	Organization, Standing and Power	9
Section 4.02	Company Subsidiaries	10
Section 4.03	Capital Structure	10
Section 4.04	Authority; Execution and Delivery; Enforceability	11
Section 4.05	No Conflicts; Consents	12
Section 4.06	SEC Documents; Financial Information; Undisclosed Liabilities	12
Section 4.07	Absence of Certain Changes or Events	14
Section 4.08	Taxes	14
Section 4.09	Employee Benefits Matters	16
Section 4.10	Litigation	17
Section 4.11	Compliance with Applicable Laws	18
Section 4.12	Environmental Matters	19
Section 4.13	Contracts	20

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Section 4.14	Properties	22
Section 4.15	Intellectual Property	23
Section 4.16	Labor Matters	24
Section 4.17	Insurance	24
Section 4.18	Affiliated Transactions	25
Section 4.19	Servicer Capacity	25
Section 4.20	Termination Events	25
Section 4.21	Investment Company Act of 1940	25
Section 4.22	Brokers’ Fees and Expenses	25
Section 4.23	Opinion of Financial Advisor	26
Section 4.24	Title to Purchased Assets; Sufficiency; Liens	26
Section 4.25	Acquisition of NRZ Shares for Investment	26
Section 4.26	No Other Representations or Warranties	26
Article V Covenants		27
Section 5.01	Access to Information; Confidentiality	27
Section 5.02	Indemnification, Exculpation and Insurance	28
Section 5.03	Litigation; Other Matters	30
Section 5.04	Public Announcements	30
Section 5.05	Employment and Company Benefits	31
Section 5.06	Right to Use the HLSS Mark	31
Section 5.07	Certain Provisions Relating to Transfers	31
Section 5.08	Intercompany Agreements	32
Section 5.09	Further Assurances	33
Section 5.10	Additional Transaction Agreements	33
Section 5.11	Disposition of NRZ Shares	33
Section 5.12	Post-Closing Information	33
Section 5.13	Payments; Correspondence	34
Section 5.14	Plan of Complete Liquidation and Dissolution	34
Section 5.15	Excepted Holder Limit	34
Section 5.16	Termination of Confidentiality Agreement	35
Section 5.17	Lux Entity Transfers	35
Section 5.18	Filing of Company Form 10-K	35
Section 5.19	Critical Covenants; Critical Event	35
Section 5.20	Dividend Funding	37
Article VI Indemnification		37
Section 6.01	Indemnification	37
Section 6.02	Indemnification Procedures	37
Section 6.03	Termination of Certain Indemnification Obligations	38

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Article VII Amendment and Waiver		39
Section 7.01	Fees and Expenses	39
Section 7.02	Amendment	39
Section 7.03	Extension; Waiver	39
Section 7.04	Procedure for Amendment, Extension or Waiver	39
Article VIII General Provisions		39
Section 8.01	Nonsurvival of Representations and Warranties	39
Section 8.02	Notices	39
Section 8.03	Definitions	41
Section 8.04	Interpretation	46
Section 8.05	Severability	47
Section 8.06	Counterparts	47
Section 8.07	Entire Agreement; No Third-Party Beneficiaries	47
Section 8.08	Governing Law	47
Section 8.09	Assignment	47
Section 8.10	Specific Enforcement; Jurisdiction; Venue	48
Section 8.11	Certain Tax Matters	48
Section 8.12	WAIVER OF JURY TRIAL	50
ANNEX A	Termination Agreement
ANNEX B	Agreement and Plan of Merger
ANNEX C	Services Agreement
ANNEX D	Registration Rights Agreement

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SHARE AND ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 6, 2015, by and between Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (the “Company”), HLSS MSR-EBO Acquisition LLC, a Delaware limited liability company (“HLSS MSR-EBO”), HLSS Advances Acquisition Corp., a Delaware corporation (“HLSS Advances” and together with HLSS MSR-EBO, the “Buyers”), and New Residential Investment Corp., a Delaware corporation (“Parent”, and together with the Buyers, the “Buyer Parties”).

WHEREAS, the Company is the owner of 100% of the issued share capital of each of HLSS Luxco 1A S.à r.l., a company organized under the laws of Luxembourg (“Luxco 1A”) and HLSS Luxco 1B S.à r.l., a company organized under the laws of Luxembourg (“Luxco 1B”);

WHEREAS, the Company wishes to sell to HLSS MSR-EBO, and HLSS MSR-EBO wishes to purchase from the Company, substantially all of the assets of the Company other than the Luxco 1A Shares, including all of the issued share capital of Luxco 1B (the “Luxco 1B Shares,” and collectively with the Luxco 1A Shares, the “Shares”), in each case, upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Company wishes to sell to HLSS Advances, and HLSS Advances wishes to purchase from the Company, all of the issued share capital of Luxco 1A (the “Luxco 1A Shares”) and in connection therewith, HLSS Advances wishes to assume, and the Company wishes to have HLSS Advances assume, the liabilities of the Company except for the Company Promissory Note (which shall be assumed by HLSS MSR-EBO) and the Excluded Liabilities, upon the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Company Board and the respective Buyer Boards have each approved this Agreement, determined that the terms of this Agreement are in the best interests of the Company or the Buyer Parties, as applicable, and their respective shareholders, and declared the advisability of this Agreement and the Transactions; and

WHEREAS, immediately prior (and as a condition) to entering into this Agreement, the Company, Parent and Hexagon Merger Sub, Ltd., a Cayman Islands exempted company and a wholly owned Subsidiary of Parent (“Merger Sub”), terminated the Agreement and Plan of Merger, dated as of February 22, 2015 (the “Former Merger Agreement”), by and among the Company, Parent and Merger Sub, in accordance with Section 8.01(a) of the Former Merger Agreement pursuant to the Termination Agreement set forth in Annex A.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties and covenants herein and intending to be legally bound, the parties hereto agree as follows:

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ARTICLE I

PURCHASE AND SALE

Section 1.01Purchase and Sale of Luxco 1A Shares. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall sell, convey, assign, transfer and deliver, as legal and beneficial owner, to HLSS Advances, and HLSS Advances shall purchase, acquire and accept from the Company, in exchange for the Luxco 1A Share Consideration all right, title and interest in and to the Luxco 1A Shares.

Section 1.02Purchase and Sale of Other Assets. On the terms set forth in this Agreement and subject to Section 1.06 and the exclusions set forth in Section 1.03, at the Closing, immediately following the purchase and sale of the Luxco 1A Shares described in Section 1.01 the Company shall sell, convey, assign, transfer and deliver to HLSS MSR-EBO, and HLSS MSR-EBO shall purchase, acquire and accept from the Company, in exchange for cash in an amount equal to the Purchased Assets Purchase Price all of the Company’s right, title and interest in, to and under all of the assets and properties of the Company (other than the Luxco 1A Shares) as the same shall exist immediately prior to the Closing (collectively, the “Purchased Assets”), including the following:

(a)all rights of the Company under Contracts (including the Master Servicing Rights Purchase Agreement and each Sale Supplement) (collectively, the “Assumed Contracts”) and all Excess Servicing Fees (as defined in any Sale Supplement) of the Company;

(b)all rights of the Company in and to the name, trademark and service mark “HLSS”, including any registrations therefor and the goodwill associated therewith (the “HLSS Mark”);

(c)the Luxco 1B Shares;

(d)all rights of the Company and its Subsidiaries to assert any attorney-client privilege and attorney work product protection of the Company and its Subsidiaries associated with the Purchased Assets and the Assumed Liabilities; and

(e)the amount, if any, that the cash and cash equivalents of the Company upon the Closing exceeds the Cash and Cash Equivalents (which amount, if any, shall be remitted to Parent within three (3) Business Days following the Closing to an account specified by Parent).

Section 1.03Excluded Assets. Notwithstanding anything to the contrary contained in this Agreement, all cash and cash equivalents in accounts owned by the Company as of 11:59 p.m. on April 3, 2015 (which amount includes the amount of cash loaned to the Company under the Company Promissory Note) (the “Cash and Cash Equivalents”) shall be retained by the Company, and shall be excluded from the Purchased Assets (collectively, the “Excluded Assets”).

Section 1.04Assumed Liabilities. On the terms and subject to the conditions set forth in this Agreement and subject to the exclusions set forth in Section 1.05, HLSS MSR-EBO (solely with respect to the Company Promissory Note and not with respect to any other Assumed

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Liabilities) and HLSS Advances (with respect to all Assumed Liabilities other than the Company Promissory Note) each hereby agree, effective at the time of the Closing, to (as applicable) assume and thereafter timely to pay, discharge and perform in accordance with their terms, all liabilities of the Company (except for the Excluded Liabilities), irrespective of whether accruing before, on or after the Closing Date, whether known or unknown, fixed or contingent, asserted or unasserted, and not satisfied or extinguished as of the Closing Date (the “Assumed Liabilities”). Without limiting the generality of the foregoing, the following shall be included among the Assumed Liabilities:

(a)all liabilities arising under any of the Assumed Contracts;

(b)all liabilities with respect to any litigation, suit, action, arbitration or other proceeding whether or not related to the ownership of the Purchased Assets;

(c)all obligations of the Company to employees, officers, directors, consultants, or representatives of the Company, including the Company Benefit Plans set forth on Section 1.04(c) of the Company Disclosure Letter;

(d)the Leased Real Property;

(e)all Assumed Taxes;

(f)the Company Promissory Note; and

(g)all amounts relating to Post-Closing Liabilities in excess of $50,000,000.

Section 1.05Excluded Liabilities. None of the Buyer Parties are assuming or agreeing to pay or discharge any of the following liabilities of the Company (the “Excluded Liabilities”), notwithstanding any other provision of this Agreement: amounts relating to Post-Closing Liabilities up to an aggregate amount of $50,000,000 (it being agreed that the Buyers shall not have any obligation in respect of Post-Closing Liabilities unless and until such time that the Company has actually paid an aggregate of $50,000,000 in respect of Post-Closing Liabilities, and in such case, any Post-Closing Liabilities in excess of such amount shall be assumed by HLSS Advances pursuant to Section 1.04(g)).

Section 1.06Assignment of Certain Purchased Assets. Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to convey, assign, transfer or deliver to the applicable Buyer any Purchased Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted conveyance, assignment, transfer or delivery thereof, or an agreement to do any of the foregoing, without the consent of a third party (including any Governmental Entity), would constitute a breach or other contravention thereof or a violation of Law or would in any way adversely affect the rights of the applicable Buyer (as assignee or transferee of the Company, or otherwise) thereto or thereunder. The Company will use its reasonable best efforts to obtain any consent necessary for the conveyance, assignment, transfer or delivery of any such Purchased Asset, claim, right or benefit to the applicable Buyer. If, on the Closing Date, any such consent is not obtained, or if an attempted conveyance, assignment, transfer or delivery thereof or performance thereof by the applicable Buyer would be ineffective or a violation of Law or would adversely affect the rights

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of the applicable Buyer thereto or thereunder so that the applicable Buyer would not in fact receive all such rights, the Company and the applicable Buyer will cooperate in a mutually acceptable arrangement under which the applicable Buyer would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with such Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to the applicable Buyer, or under which the Company would enforce for the benefit (and at the expense) of the applicable Buyer its rights against a third party (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to the applicable Buyer when received all monies received by them under any such Purchased Asset, claim, right or benefit. Notwithstanding the foregoing, any such Purchased Asset shall be conveyed, assigned, transferred and delivered to the applicable Buyer upon receipt of the requisite consent unless such attempted contribution, conveyance, assignment, transfer or delivery thereof would be ineffective or a violation of Law or would adversely affect the rights of the applicable Buyer.

ARTICLE IICLOSING; PURCHASE PRICE

Section 2.01Closing. The closing (the “Closing”) of the Transactions shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 at 10:00 a.m., New York City time, concurrently with the execution hereof. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” Notwithstanding anything in this Agreement to the contrary, in no event shall the transfer of the Purchased Assets or the Luxco 1A Shares to the Buyers, as applicable, or the assumption of the Assumed Liabilities by the Buyers, as applicable, occur or be deemed to occur at the Closing prior to the repayment (the "Repayment") in full of the Company's Senior Secured Term Loan Facility Agreement, dated as of June 27, 2013 (it being agreed that such transfer and assumption shall occur immediately following the Repayment).

Section 2.02Purchase Price. The aggregate consideration for the Luxco 1A Shares and Purchased Assets (the “Aggregate Consideration”) shall be (x) an amount in cash equal to $1,007,156,148.57 (the “Cash Purchase Price”) plus (y) 28,286,980 newly issued shares of Parent common stock with a par value $0.01 per share (the “NRZ Share Consideration” or the “NRZ Shares”). The “Luxco 1A Share Consideration” shall consist of the NRZ Shares plus the portion of the Cash Purchase Price allocated to the Luxco 1A Shares pursuant to Section 8.11(c). The “Purchased Assets Purchase Price” shall consist of the portion of the Cash Purchase Price allocated to the Purchased Assets pursuant to Section 8.11(c). The amount of cash to be paid by the Buyers to the Company at the Closing shall consist of the Cash Purchase Price (which, for the avoidance of doubt, excludes Cash and Cash Equivalents) reduced by the Dividend Amount (the “Closing Cash Purchase Price”).

Section 2.03Closing Deliveries by the Company. At the Closing, the Company shall deliver or cause to be delivered to the Buyer Parties:

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(a)a copy of the relevant pages of the original share register books of (i) Luxco 1A with recorded therein the transfer of the Luxco 1A Shares to HLSS Advances and (ii) Luxco 1B with recorded therein the transfer of the Luxco 1B Shares to HLSS MSR-EBO;

(b)a receipt for the payment of the Closing Cash Purchase Price;

(c)a receipt for the NRZ Share Consideration;

(d)a duly executed share pledge release agreement with respect to the pledge on the shares of Luxco 1A in a form reasonably acceptable to the Buyers;

(e)documentation evidencing the removal of all directors, officers, members, partners or similar positions from Luxco 1A, Luxco 1B and each of the Transferred Subsidiaries (other than any trustees or independent managers of any such Persons) who are in office immediately prior to the Closing, which resignations shall be effective at, and contingent upon the occurrence of, the Closing;

(f)a copy of the 2014 Form 10-K of the Company which does not contain a “going concern” qualification or a qualification of equivalent or greater severity from its auditors with respect to its most recent fiscal year (the “Company Form 10-K”) to be filed in accordance with Section 5.18; and

(g)such bills of sale, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary for the assumption by HLSS Advances and HLSS MSR-EBO, as applicable, of the Assumed Liabilities, to vest in HLSS Advances all of the Company’s right, title and interest in, to and under Luxco1A Shares, and to vest in HLSS MSR-EBO all of the Company’s right, title and interest in, to and under the Purchased Assets (such instrument(s), the “Assignment and Assumption Agreement and Bill of Sale”) duly executed by the Company.

Section 2.04Closing Deliveries by the Buyer Parties. At the Closing, the applicable Buyer Party shall deliver or cause to be delivered to the Company:

(a)the Closing Cash Purchase Price, by wire transfer in immediately available funds, to an account or accounts as directed by the Company;

(b)a receipt for the Purchased Assets;

(c)evidence of issuance to the Company of the NRZ Share Consideration (whether by evidence of book-entry or by one or more certificates representing such NRZ Share Consideration);

(d)a certificate dated as of the Closing Date, prepared in accordance with Treasury Regulations Section 1.1445-2(c) in a form reasonably acceptable to the Company, certifying that the NRZ Shares are not “United States real property interests” within the meaning of Section 897(c)(1) of the Code and a form of the notice of such certification that will be sent to the Internal Revenue Service (“IRS”) in accordance with the provisions of Treasury Regulation Section 1.897-2(h)(2);

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(e)an opinion in the form previously agreed by the parties and addressed to the Company from Skadden, Arps, Slate, Meagher & Flom LLP, legal counsel to Parent, dated as of the date hereof; and

(f)the Assignment and Assumption Agreement and Bill of Sale duly executed by the applicable Buyers.

ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF THE BUYERS

Each Buyer Party represents and warrants, with respect to such Buyer Party, to the Company that the statements contained in this Article III are true and correct except (i) as set forth in the Parent SEC Documents (including any amendments thereto) filed and publicly available after January 1, 2014 and prior to the date of this Agreement (the “Filed Parent SEC Documents”) (provided that nothing disclosed in such Filed Parent SEC Documents shall be deemed to be a qualification of or modification to the representations and warranties set forth in Section 3.01, Section 3.02, Section 3.03 and Section 3.06), excluding any disclosures in the Filed Parent SEC Documents under the headings “Risk Factors” or “Forward-Looking Statements” or any other disclosures or risks therein to the extent that such disclosures are similarly cautionary, non-specific, predictive or forward-looking in nature, or (ii) as set forth in the disclosure letter delivered by the Buyer Parties to the Company at or before the execution and delivery by the Buyer Parties of this Agreement (the “Buyer Disclosure Letter”). The Buyer Disclosure Letter shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article III, and the disclosure in any section shall be deemed to qualify any other section in this Article III to the extent that it is reasonably apparent from the text of such disclosures that such disclosure also qualifies or applies to such other section.

Section 3.01Organization, Standing and Power. Such Buyer Party is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is organized and has all corporate or other similar power and authority required to execute and deliver this Agreement and to consummate the Transactions and to perform its obligations hereunder. Such Buyer Party is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had a Buyer Material Adverse Effect. Such Buyer Party has made available to the Company, prior to execution of this Agreement (or promptly hereafter shall make available) true and complete copies of the certificate of incorporation (or similar organizational document) of such Buyer Party in effect as of the date of this Agreement and the by-laws (or similar organizational document) of such Buyer Party in effect as of the date of this Agreement.

Section 3.02Authority; Execution and Delivery; Enforceability. Such Buyer Party has all requisite corporate or other similar power and authority to execute and deliver this Agreement and the other Transaction Documents to perform its obligations hereunder and thereunder to consummate the Transactions and the transactions contemplated by the other Transaction Documents. Such Buyer Party Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors (or similar) of such

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Buyer Party was present, (i) approving the execution, delivery and performance of this Agreement and the other Transaction Documents and (ii) determining that entering into this Agreement is in the best interests of such Buyer Party and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. No other corporate action on the part of such Buyer Party is necessary, to authorize, adopt or approve, as applicable, this Agreement and the other Transaction Documents or to consummate the Transactions or the transactions contemplated by the other Transaction Documents. Such Buyer Party has duly executed and delivered this Agreement and the other Transaction Documents, and, assuming the due authorization, execution and delivery by the Company of this Agreement and the parties (other than such Buyer Party or its Subsidiaries) to the other Transaction Documents, constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

Section 3.03No Conflicts; Consents.

(a)The execution and delivery by such Buyer Party of this Agreement and the other Transaction Documents does not, and the performance by such Buyer Party of its obligations hereunder and thereunder, and the consummation of the Transactions and the transactions contemplated by the other Transaction Documents will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or share capital or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of such Buyer Party under, any provision of (i) the governing or organizational documents of such Buyer Party, (ii) any contract, lease, license, indenture, note, bond, agreement, understanding, undertaking, concession, franchise or other instrument (in each case, to the extent legally binding on the parties thereto) (a “Contract”) to which such Buyer Party is a party or by which its properties or assets is bound or (iii) subject to the filings and other matters referred to in Section 3.03(b), any judgment, injunction, ruling, award, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule, code or regulation (“Law”), in each case, applicable to such Buyer Party or its properties or assets, other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had a Buyer Material Adverse Effect.

(b)No governmental franchises, licenses, permits, authorizations, variances, exemptions, registrations, certificates, orders and approvals (each a “Permit” and collectively, the “Permits”), consent, approval, clearance, waiver or order (collectively, with the Permits, the “Consents” and each, a “Consent”) of or from, or registration, declaration, notice or filing made to or with, any federal, national, state, provincial or local, whether domestic, foreign or supranational government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity”), is required to be obtained or made by or with respect to such Buyer Party in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Transactions, other than (i) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions, (ii) compliance with the NYSE and NASDAQ rules

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and regulations and (iii) such other matters that, individually or in the aggregate, have not had a Buyer Material Adverse Effect.

Section 3.04Securities Matters. The Shares are being acquired by such Buyer Party for its own account, and not with a view to, or for the offer or sale in connection with, any public distribution or sale of the Shares or any interest in them. Such Buyer Party has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Shares, and such Buyer Party is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares. Such Buyer Party acknowledges that the Shares have not been registered under the Securities Act, or any state securities Laws, and understands and agrees that it may not sell or dispose of any of the Shares except pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and any other applicable state, foreign or federal securities Laws.

Section 3.05Litigation. There is no suit, action, arbitration or other proceeding pending or, to the Knowledge of the Buyer, threatened, against such Buyer Party in each case, as of the date of this Agreement, that, individually or in the aggregate, has had a Buyer Material Adverse Effect, nor is there any Judgment outstanding against or, investigation by any Governmental Entity pending or, to the Knowledge of the Buyer, threatened, involving such Buyer Party that, individually or in the aggregate, has had a Buyer Material Adverse Effect.

Section 3.06Brokers’ Fees and Expenses. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of such Buyer Party.

Section 3.07FIRPTA. Parent is not, and has not been at any time during the last five (5) years, a “United States real property holding corporation” within the meaning of Section 897 of the Code.

Section 3.08Organization and Capitalization.

(a)Each Buyer Party is a direct or indirect wholly owned subsidiary of Parent and was formed solely for the purpose of engaging in the Transactions and the Transaction Documents. Other than as contemplated by this Agreement, no Buyer Party has carried on any business, conducted any operations or incurred any liabilities or obligations.

(b)The authorized capital stock of Parent consists solely of 2,000,000,000 shares of common stock with a par value $0.01 per share (the “NRZ Common Stock”), of which 141,434,905 shares of common stock were issued and outstanding as of February 20, 2015. All NRZ Shares paid as a portion of the Luxco 1A Share Consideration pursuant to the terms hereof shall have been duly authorized and validly issued, fully paid and nonassessable and shall not have been issued in violation of any preemptive rights and such shares are free and clear of any and all Liens.

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(c)Except as described in the Filed Parent SEC Documents, as contemplated by the Transaction Documents or in connection with the transactions contemplated by the Transaction Documents, there is no outstanding option, warrant, call, right, or Contract of any character to which Parent is a party requiring, and there are no securities of Parent outstanding which upon conversion or exchange would require, the issuance of any NRZ Common Stock or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase NRZ Common Stock. Except as described in the Filed Parent SEC Documents, as contemplated by the Transaction Documents or in connection with the transactions contemplated by the Transaction Documents, Parent is not a party to any voting trust or other Contract with respect to the voting, redemption, sale, transfer or other disposition of NRZ Common Stock.

Section 3.09No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by such Buyer Party to the Company in accordance with the terms hereof, the Company acknowledges that none of the Buyer Parties or any other Person on behalf of any Buyer Party makes any other express or implied representation or warranty in connection with the Transactions.

ARTICLE IVREPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to the Buyer Parties that the statements contained in this Article IV are true and correct except (i) as set forth in the Company SEC Documents (including any amendments thereto) filed and publicly available after January 1, 2014 and prior to the date of this Agreement (the “Filed Company SEC Documents”) (provided that nothing disclosed in such Filed Company SEC Documents shall be deemed to be a qualification of or modification to the representations and warranties set forth in Section 4.01, Section 4.02, Section 4.03, Section 4.04, Section 4.05 and Section 4.22), excluding any disclosures in the Filed Company SEC Documents under the headings “Risk Factors” or “Forward-Looking Statements” or any other disclosures or risks therein to the extent that such disclosures are similarly cautionary, non-specific, predictive or forward-looking in nature, or (ii) as set forth in the disclosure letter delivered by the Company to the Buyer Parties at or before the execution and delivery by the Company of this Agreement (the “Company Disclosure Letter”). The Company Disclosure Letter shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article IV, and the disclosure in any section shall be deemed to qualify any other section in this Article IV to the extent that it is reasonably apparent from the text of such disclosures that such disclosure also qualifies or applies to such other section.

Section 4.01Organization, Standing and Power. Each of the Company and each of the Company Subsidiaries is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries where the failure to be so organized, exist or be in good standing, has not had, individually or in the aggregate, a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries has all requisite power and authority to conduct its businesses as presently conducted, except where the failure to

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have such power or authority, individually or in the aggregate, has not had a Company Material Adverse Effect. Each of the Company and the Company Subsidiaries is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to the Buyer Parties, prior to execution of this Agreement, true and complete copies of the organizational or governing documents of each of the Company Subsidiaries. None of the Company Subsidiaries is in violation of its organizational or governing documents.

Section 4.02Company Subsidiaries.

(a)All of the outstanding share capital or voting securities of, or other equity interests in, each of Luxco 1A, Luxco 1B and each Transferred Subsidiary have been validly issued and are fully paid and nonassessable and are owned directly or indirectly by the Company, free and clear of all material Liens, excluding Permitted Liens, and free of any other restriction (including any restriction on the right to vote, sell or otherwise dispose of such share capital, voting securities or other equity interests), except for restrictions imposed by applicable securities laws. Section 4.02(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list of the Subsidiaries of Luxco 1A and Luxco 1B (the “Transferred Subsidiaries”), each such Transferred Subsidiary’s jurisdiction of incorporation and the class, number and percentage of its authorized, issued and outstanding share capital, if any, that are not owned by the Company or a Company Subsidiary.

(b)As of the date of this Agreement, except for the capital stock and voting securities of, and other equity interests in, the Company Subsidiaries, none of the Company or any Company Subsidiary owns, directly or indirectly, any share capital or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any share capital or voting securities of, or other equity interests in, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity.

Section 4.03Capital Structure.

(a)The Company is the legal and beneficial owner of the Shares and such Shares constitute all of the issued and outstanding shares in the capital of each of Luxco 1A and Luxco 1B, respectively. Except as set forth in this Section 4.03(a), no share capital or voting securities of, or other equity interests in, either Luxco 1A or Luxco 1B were issued, reserved for issuance or outstanding. From the close of business on February 13, 2015 to the date of this Agreement, there have been no issuances by either Luxco 1A or Luxco 1B of share capital or voting securities of, or other equity interests in, Luxco 1A or Luxco 1B. Except as set forth in Section 4.03(a) of the Company Disclosure Letter, there is no secured Indebtedness of the Company outstanding that would give rise to a consent right of a secured creditor.

(b)All outstanding Shares are duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Laws of Luxembourg, the organizational or governing documents of each of Luxco 1A or

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Luxco 1B, as applicable, or any Contract to which Luxco 1A or Luxco 1B is a party or otherwise bound. Except as set forth above in this Section 4.03, there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any share capital or voting securities of, or other equity interests in, any Company Subsidiary or any securities of any Company Subsidiary convertible into or exchangeable or exercisable for shares of share capital or voting securities of, or other equity interests in, any Company Subsidiary, (y) any warrants, calls, options or other rights to acquire from any Company Subsidiary, or any other obligation of any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, any share capital or voting securities of, or other equity interests in, any Company Subsidiary or (z) any rights issued by or other obligations of any Company Subsidiary that are linked in any way to the price of any class of Company share capital or any shares of share capital or voting securities of, or other equity interests in, any Company Subsidiary, the value of any Company Subsidiary or any part of any Company Subsidiary or any dividends or other distributions declared or paid on any share capital or voting securities of, or other equity interests in, any Company Subsidiary. There are not any outstanding obligations of any of the Company Subsidiaries to repurchase, redeem or otherwise acquire any shares of share capital or voting securities or other equity interests of any Company Subsidiary or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company’s shareholders may vote (“Company Voting Debt”). None of the Company or any of the Company Subsidiaries is a party to any voting agreement with respect to the voting of any share capital or voting securities of, or other equity interests in, the Company. None of the Company or any of the Company Subsidiaries is a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company or any of the Company Subsidiaries.

Section 4.04Authority; Execution and Delivery; Enforceability. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated by the other Transaction Documents. The Company Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) approving the execution, delivery and performance of this Agreement and the other Transaction Documents and (ii) determining that entering into this Agreement is in the best interests of the Company and its shareholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. No other corporate action on the part of the Company is necessary to authorize, adopt or approve, as applicable, this Agreement and the other Transaction Documents or to consummate the Transactions or the transactions contemplated by the other Transaction Documents. The Company has duly executed and delivered this Agreement and the other Transaction Documents, and, assuming the due authorization, execution and delivery by the Buyer Parties of this Agreement and the parties (other than the Company or its Subsidiaries) to the other Transaction Documents, constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

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Section 4.05No Conflicts; Consents.

(a)The execution and delivery by the Company of this Agreement does not, and the performance by it of its obligations hereunder and the consummation of the Transactions will not, conflict with, or result in any violation of or default, facility early amortization event or target amortization event (in any case, with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, amortization or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or share capital or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company or any Company Subsidiary under, any provision of (i) the Company Articles or the comparable charter or organizational documents of any Company Subsidiary, (ii) any Contract to which the Company or any Company Subsidiary is a party or by which any of their respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to in Section 4.05(b), any Judgment or Law, in each case, applicable to the Company or any Company Subsidiary or their respective properties or assets other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had a Company Material Adverse Effect.

(b)No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company or any Company Subsidiary in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Transactions, other than (i) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement and the Transactions; (ii) compliance with the NYSE and NASDAQ rules and regulations; and (iii) such other matters that, individually or in the aggregate, have not had a Company Material Adverse Effect.

Section 4.06SEC Documents; Financial Information; Undisclosed Liabilities.

(a)The Company has furnished or filed all certificates, reports, forms, statements and other documents (including any amendments, exhibits, schedules and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2013 (such documents, together with any documents furnished or filed with the SEC during such period by the Company, being collectively referred to as the “Company SEC Documents”). As of the date of this Agreement, there are not outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents.

(b)Each Company SEC Document (i) at the time filed, complied in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain any untrue statement of a material fact or not omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements

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(including all related notes) of the Company included in the Company SEC Documents complied at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto or (ii) as permitted by Regulation S-X) and fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in equity for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

(c)Except (i) as reflected or reserved against in the Company’s consolidated unaudited balance sheet as of September 30, 2014 (or the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or expressly contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of business since September 30, 2014 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business, none of the Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), that individually or in the aggregate, have had a Company Material Adverse Effect.

(d)Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or Rule 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate as of the date of such certifications. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.

(e)The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

(f)The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required

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disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.

(g)None of the Company or any of the Company Subsidiaries is a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.

(h)The Company has disclosed, based on the most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information in any material respect and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

(i)None of the Company Subsidiaries is, or has at any time since January 1, 2013 been, subject to the reporting requirements of Section 13(a) or Section 15(d) of the Exchange Act.

Section 4.07Absence of Certain Changes or Events. From December 31, 2013 until the date of this Agreement, there has not occurred a Company Material Adverse Effect. From September 30, 2014 to the date of this Agreement, each of the Company and the Company Subsidiaries has conducted its respective business in the ordinary course of business.

Section 4.08Taxes.

(a)(i) Each of the Company and each Company Subsidiary has timely filed, taking into account any extensions, all material Tax Returns required to have been filed and such Tax Returns are accurate and complete in all material respects; (ii) each of the Company and each Company Subsidiary has paid all material amounts of Taxes required to have been paid by it (whether or not shown on any Tax Return) other than Taxes that are not yet due or that are being contested in good faith in appropriate proceedings and have been adequately reserved under GAAP in the most recent audited financial statements of the Company; (iii) as of the date of this Agreement, (A) no deficiency for any material amount of Taxes has been (1) asserted or assessed by a taxing authority against the Company or any Company Subsidiary that has not been satisfied or (2) to the Knowledge of the Company, threatened against the Company or any Company Subsidiary, and (B) there is no action, suit, investigation or audit now pending or, to the Knowledge of the Company, proposed or threatened against or with respect to the Company or any Company Subsidiary in respect of any material Tax or Tax matter; (iv) none of the Company or any Company Subsidiary has failed to withhold, collect, or timely remit any material amounts required to have been withheld, collected and remitted in respect of Taxes with respect to any payments to a vendor, employee, independent contractor, creditor, shareholder, or any other Person; (v) none of the Company or any Company Subsidiary is subject to Tax in a

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jurisdiction in which it does not file income Tax Returns, and as of the date of this Agreement, no written claim has been made by any taxing authority that the Company or any Company Subsidiary is or may be subject to taxation in a jurisdiction in which it does not file Tax Returns; and (vi) none of the Company or any Company Subsidiary has any liability for a material amount of Taxes of any Person (other than the Company and the Company Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any similar provision of local, state or foreign Law), as a transferee or successor, by contract (other than any credit agreement), or otherwise.

(b)None of the Company or any Company Subsidiary is a party to or is bound by any Tax sharing, allocation, indemnification or similar agreement or arrangement (other than such an agreement or arrangement exclusively between or among the Company and wholly owned Company Subsidiaries, or any credit agreement). None of the Company or any Company Subsidiary is or has been a member of an affiliated group filing consolidated or combined Tax Returns (other than a group of which the Company or a Company Subsidiary is or was the common parent).

(c)None of the Company or any Company Subsidiary has been a “distributing corporation” or a “controlled corporation” in a distribution intended to qualify for tax-free treatment under Section 355 of the Code.

(d)None of the Company or any Company Subsidiary has participated in any “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4 (or a similar provision of local, state or foreign Law).

(e)As of the date of this Agreement, there are no agreements, waivers or comparable consents extending the statutory period of limitation applicable to any material Taxes of the Company or any Company Subsidiary for any period that is currently in effect. There is no power of attorney given by or binding upon the Company or any Company Subsidiary with respect to Taxes for any period for which the statute of limitations (including any waivers or extensions) has not yet expired.

(f)There are no liens for Taxes upon any property or assets of the Company or any Company Subsidiary, except for Permitted Liens.

(g)Neither the Company nor any Company Subsidiary has entered into any closing agreement pursuant to Section 7121 of the Code (or any predecessor provision) or any similar provision of any state, local or foreign law that is or would be binding on any Buyer Party, the Company or any Company Subsidiary after the Closing. None of the Company or any Company Subsidiary is the subject of or bound by, or is negotiating or has pending a request for, any private letter ruling, technical advice memorandum or similar ruling, memorandum or agreement with any taxing authority that is or would be binding on any Buyer Party, the Company or any Company Subsidiary after the Closing.

(h)Neither the Company nor any Company Subsidiary (other than HLSS Roswell, LLC and its U.S. subsidiaries), is, or within the last three (3) years has been, treated as engaged in a trade or business within the United States within the meaning of Sections 864(b), 871(b), 875, 882 or 884 of the Code.

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(i)Neither HLSS Luxco 2A S.à r.l. nor HLSS Luxco 3A Finance S.à r.l. has made any election on IRS Form 8832 or otherwise regarding its entity classification for U.S. federal income tax purposes.

Section 4.09Employee Benefits Matters.

(a)Section 4.09(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each Company Benefit Plan. The Company has made available to the Buyer Parties with respect to each Company Benefit Plan (in each case to the extent applicable): (i) a copy of the plan document, including all currently effective amendments thereto (or a detailed written description of the Company Benefit Plan or any such amendment to the extent not reduced to writing); (ii) the most recent summary plan description and all currently effective summaries of material modifications; (iii) the most recent IRS determination, notification or opinion letter; (iv) each trust agreement, insurance contract, or other document relating to the funding or payment of benefits; and (v) the three most recent annual reports on Form 5500 and the most recent actuarial report, financial statement or valuation report.

(b)Each Company Benefit Plan has been maintained, operated, and administered in material compliance with its terms and any related documents or agreements and in material compliance with all applicable Laws.

(c)Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code is so qualified and has been determined by the IRS to be so qualified, and each trust created thereunder has been determined by the IRS to be exempt from Tax under the provisions of Section 501(a) of the Code, and nothing has occurred since the date of any such determination that could reasonably be expected to give the IRS grounds to revoke such determination.

(d)There are no suits, claims, proceedings, actions, governmental audits or investigations that are pending or, to the Knowledge of the Company, threatened, against or involving any Company Benefit Plan or asserting any rights to or claims for benefits under any Company Benefit Plan (other than routine claims for benefits). No non-exempt “prohibited transaction” (within the meaning of Section 4975 of the Code and Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Company Benefit Plan.

(e)Neither the Company nor any ERISA Affiliate currently has, or has ever had, an obligation to contribute to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code or a “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code. No material liability under Title IV or Section 302 of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that could reasonably be expected to present a material risk to the Company or any ERISA Affiliate of incurring any such liability.

(f)No Company Benefit Plan provides for post-retirement or other post-employment welfare benefits (other than health care continuation coverage as required by Section 4980B of the Code or similar state Law or coverage through the end of the calendar month in which a termination of employment occurs).

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(g)Neither the execution of this Agreement nor the consummation of the Transactions will (either alone or as a result of termination of employment or service) (i) entitle any current or former employee, director, independent contractor, consultant or leased employee of the Company or any Company Subsidiary to any payment of compensation or benefits; (ii) increase the amount of compensation or benefits due to any such individual; (iii) accelerate the vesting, funding or time of payment of any compensation, equity award or other benefit; or (iv) result in the payment of any amount that would not be deductible under Section 280G of the Code.

(h)Each Company Benefit Plan, and any award thereunder, that is subject to Sections 409A or 457A of the Code is in compliance with all applicable requirements of Sections 409A and 457A of the Code.  Neither the Company nor any Company Subsidiary has any obligation to gross-up, indemnify or otherwise reimburse any of their respective current or former employees, directors, independent contractors, consultants or leased employees for any Tax incurred by such individual, including under Sections 409A, 457A or 4999 of the Code, or any interest or penalty related thereto.

(i)Each Company Benefit Plan that is maintained outside of the United States primarily in respect of any current or former employees, directors, independent contractors, consultants or leased employees of the Company or any Company Subsidiary who are located outside of the United States (i) has been maintained in material compliance with its terms and applicable Laws, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment and (iii) if required, to any extent, to be funded, book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based on reasonable actuarial assumptions in accordance with applicable accounting principles.

Section 4.10Litigation.

(a)There is no litigation, suit, action, arbitration or other proceeding pending as of the date of this Agreement or, to the Knowledge of the Company, threatened as of the date of this Agreement, against the Company, any Company Subsidiary or the Purchased Assets, the Assumed Liabilities or, to the Knowledge of the Company, Ocwen or any Subsidiary of Ocwen or any of their respective properties, assets, directors, officers or employees that, individually or in the aggregate, has had a Company Material Adverse Effect, nor is there any Judgment outstanding against or investigation by any Governmental Entity pending as of the date of this Agreement or, to the Knowledge of the Company, threatened as of the date of this Agreement involving, the Company, any Company Subsidiary, any Purchased Assets, the Assumed Liabilities or, to the Knowledge of the Company, Ocwen or any Subsidiary of Ocwen or any of their respective properties, assets, directors, officers or employees that, individually or in the aggregate, has had a Company Material Adverse Effect.

(b)Section 4.10(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of each litigation, suit, action, arbitration, other proceeding and Judgment that (i) resulted in any criminal sanctions to the Company or any of the Company Subsidiaries, (ii) within the last three years resulted in a Judgment requiring payments in excess of $500,000, in each case by or against the Company, any of the Company

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Subsidiaries or, in their capacity as such, any of their respective officers, directors or employees, or (iii) imposed any injunctive relief with respect to, or that has required the Company or any of the Company Subsidiaries to alter, its business practices.

Section 4.11Compliance with Applicable Laws.

(a)(i) Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, none of the Company, any Company Subsidiary or their respective Affiliates or (ii) to the Knowledge of the Company, except as would not reasonably be expected to have a Company Material Adverse Effect, no service provider acting on behalf of the foregoing, Ocwen or any Subsidiary of Ocwen, in each case, is or has during the past three (3) years until the date of this Agreement, been in conflict with, in default with respect to or in violation of any Law applicable to such Persons or by which any property or asset of such Persons (including the Purchased Assets and the Assumed Liabilities) is bound, nor has the Company or any Company Subsidiary received, any written notice from any Governmental Entity with respect to the Company, any Company Subsidiary, the Purchased Assets or the Assumed Liabilities that (A) alleges or relates to any material violation or noncompliance (or that any of such Persons is under investigation or the subject of an inquiry by any such Governmental Entity for such alleged material violation or noncompliance by such Persons) with any applicable Law or (B) would be reasonably likely to result in a material fine, assessment or cease and desist order, or the suspension, revocation or material limitation or restriction of any permit. Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, to the extent reasonably related to the business, operations or activities of the Company or any Company Subsidiary, Ocwen or any Subsidiary of Ocwen, in each case, has, during the past three (3) years until the date of this Agreement, entered into any agreement or settlement with any Governmental Entity with respect to its noncompliance with, or violation of, any applicable Law.

(b)Each of the Company and the Company Subsidiaries has all permits required to own, lease and operate their properties and conduct their businesses in all material respects as currently conducted (“Company Permits”), and there has occurred no violation of, suspension, reconsideration, imposition of penalties or fines, imposition of additional conditions or requirements, default (with or without notice or lapse of time or both) under, or event giving rise to any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any such Company Permit, except as has not had, individually or in the aggregate, a Company Material Adverse Effect.

(c)Since January 1, 2012, (i) none of the Company, any Company Subsidiary or any officer, director, or, to the Knowledge of the Company, employee of the Company or Company Subsidiary or any of their respective agents or representatives (A) has directly or indirectly offered, promised or made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment in respect of the Company or any of its Subsidiaries to any Person, private or public, regardless of what form, (B) is or has otherwise been in violation of any applicable anti-bribery, anti-corruption or similar Laws, including the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. § 78dd-1, et seq.) and the UK Bribery Act 2010 except as would not reasonably be expected to be material to the Company and the Company Subsidiaries,

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taken as a whole or (C) has received any notice from, or voluntarily provided any notice to, a Governmental Entity with respect to or otherwise affecting the Company or its Subsidiaries that alleges any of the foregoing; and (ii) the Company and each Company Subsidiary has complied and is in compliance in all material respects with applicable provisions of the U.S. export, anti-boycott, and sanctions laws, and regulations implemented thereunder.

Section 4.12Environmental Matters.

(a)The Company and the Company Subsidiaries are in compliance with all applicable Environmental Laws, and to the Knowledge of the Company, none of the Company or any Company Subsidiary has received any written communication from a Governmental Entity that alleges that the Company or any Company Subsidiary is in violation of, or has liability under, any Environmental Law or any Permit issued pursuant to Environmental Law, except for such noncompliance, violation or liability as, individually or in the aggregate, have not had a Company Material Adverse Effect.

(b)The Company and the Company Subsidiaries have obtained and are in compliance with all Permits issued pursuant to any applicable Environmental Law applicable to the Company, the Company Subsidiaries and the Leased Real Property and all such Permits are valid and in good standing, in each case, except as, individually or in the aggregate, have not had a Company Material Adverse Effect; and no such material Permit will be subject to any material modification or revocation as a result of the Transactions.

(c)There are no material Environmental Claims pending or, to the Knowledge of the Company, threatened against the Company or any of the Company Subsidiaries.

(d)To the Knowledge of the Company, there have been no Releases of any Hazardous Substance at any Leased Real Property that could reasonably be expected to form the basis of any Environmental Claim against the Company or any of the Company Subsidiaries or against any Person whose liabilities for such Environmental Claims the Company or any of the Company Subsidiaries has retained or assumed, either contractually or by operation of Law other than such matters as, individually or in the aggregate, have not had a Company Material Adverse Effect.

(e)To the Knowledge of the Company, none of the Company or any of the Company Subsidiaries has entered into any agreement relating to the sale of any subsidiary, business unit or property, pursuant to which the Company or any Company Subsidiary has retained or assumed any liabilities or obligations pursuant to Environmental Law, that would reasonably be expected to subject the Company or any of the Company Subsidiaries to an Environmental Claim, except as, individually or in the aggregate, has not had a Company Material Adverse Effect.

(f)As used herein:

(i)“Environmental Claim” means any administrative, regulatory or judicial actions, suits, orders, demands, directives, claims, liens, investigations, proceedings or written or oral notices of noncompliance or violation by or from any Person alleging liability of whatever kind or nature arising out of, based on or resulting

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from (A) the presence or Release of, or exposure to, any Hazardous Substance at any location; or (B) the failure to comply with any Environmental Law or any Permit issued pursuant to Environmental Law.

(ii)“Environmental Laws” means all federal, state, local and foreign Laws concerning pollution or protection of the environment, including all those relating to the treatment, storage, disposal, Release, threatened Release, control or cleanup of any Hazardous Substances, as such of the foregoing are promulgated and in effect on or prior to the Closing Date.

(iii)“Hazardous Substance” means any substance whether solid, liquid or gaseous in nature (A) the presence of which requires notification, investigation, or remediation under any applicable Environmental Law; (B) which is defined as “toxic”, a “hazardous waste”, “hazardous material” or “hazardous substance” or “pollutant” or “contaminant” under any applicable Environmental Law; (C) which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is regulated by any Governmental Entity with jurisdiction over the substance in the relevant location; (D) which contains gasoline, diesel fuel or other petroleum hydrocarbons; or (E) which contains polychlorinated biphenyls (PCBs) or asbestos or urea formaldehyde foam insulation.

(iv)“Release” means any actual release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment (including ambient air, surface water, groundwater, land surface or subsurface strata).

Section 4.13Contracts.

(a)As of the date of this Agreement, none of the Company or any Company Subsidiary is a party to any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act (a “Filed Company Contract”) that has not been so filed.

(b)Except for Filed Company SEC Documents (including, solely for this purpose, any exhibits or schedules incorporated by reference therein) (other than in the case of Section 4.13(b)(i) below), Section 4.13(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true and complete list, and the Company has made available to the Buyer Parties prior to the date of this Agreement true and complete copies, of:

(i)each Contract to which the Company or any of the Company Subsidiaries is a party that restricts in any material respect the ability of the Company or any Company Subsidiaries to compete in any line of business, product, service or geographic area;

(ii)each Contract (A) pursuant to which any material amount of Indebtedness of the Company or any of the Company Subsidiaries is outstanding or may be incurred by its terms, other than any such agreement solely between or among the Company and the wholly owned Company Subsidiaries or between or among wholly

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owned Company Subsidiaries (B) that grants a Lien, other than a Permitted Lien, on any material property or assets of the Company or any Company Subsidiary, (C) that restricts the granting of Liens on any material property or asset of the Company or any Company Subsidiary or the incurrence or guaranteeing of any Indebtedness, (D) that provides for or relates to any interest, currency or hedging, derivatives or similar arrangements or (E) that restricts payment of dividends or any distributions in respect of the equity interests of the Company or any Company Subsidiary;

(iii)each partnership, limited liability company, joint venture or similar Contract to which the Company or any of the Company Subsidiaries is a party relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any entity or business enterprise other than the Company Subsidiaries or securities held for investment by the Company or the Company Subsidiaries in the ordinary course of business;

(iv)each Contract between the Company or any Company Subsidiary, on the one hand, and, on the other hand, any (A) executive, officer or director of either the Company or any of the Company Subsidiaries or any person that has served as such an executive, officer or director within the last five (5) years or any of such officer’s or director’s immediate family members, (B) record or beneficial owner of more than 5% of the Shares outstanding as of the date of this Agreement or (C) to the Knowledge of the Company, any affiliate of any such officer, director or owner (other than the Company or any of the Company Subsidiaries), in each case, other than those Contracts filed as exhibits to any Filed Company SEC Documents;

(v)each Contract (or group of related Contracts) relating to the disposition or acquisition by the Company or any of the Company Subsidiaries, with obligations remaining to be performed or liabilities continuing after the date of this Agreement or that was entered into on or after January 1, 2012, of any business or any assets for consideration of at least $2 million;

(vi)any Contract (or group of related Contracts) (A) for the use or licensing of material Intellectual Property Rights granted by the Company or any Company Subsidiary to any Person and/or (B) for the use of licensing of material Intellectual Property Rights granted by any Person to the Company or any Company Subsidiary;

(vii)each material hedge, collar, option, forward purchasing, swap, derivative, or similar Contract, in each case, other than any such Contract entered into in the ordinary course of business;

(viii)each Contract (or group of related Contracts) containing any “standstill” provisions or provisions of similar effect to which the Company or any of the Company Subsidiaries is a party or of which the Company or any of the Company Subsidiaries is a beneficiary;

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(ix)each contract relating to a Company Affiliate Transaction;

(x)each Contract (or group of related Contracts) to which the Company or any Company Subsidiary is a party that involved aggregate payments during calendar year 2014 or could reasonably be expected to involve aggregate payments during any subsequent twelve-month period of at least $1 million; provided that the following Contracts shall not be required to be listed on Section 4.13(b) of the Company Disclosure Letter, shall not be required to made available to the Buyer Parties pursuant to this Section 4.13(b), and shall not be deemed a “Material Contract” for any purposes hereunder (whether or not a Filed Company Contract): (1) any Company Benefit Plan and (2) any Contract between the Company, on the one hand, and one or more wholly owned Company Subsidiaries, on the other hand, or between one or more Company Subsidiaries (any such Contract in clauses (1) and (2), an “Excluded Contract”); and

(xi)each Assumed Contract.

Each Contract described in this Section 4.13(b) and each Filed Company Contract, in each case, other than any Excluded Contract, is referred to herein as a “Material Contract.”

(c)Except for matters which, individually or in the aggregate, have not had a Company Material Adverse Effect, (i) each Material Contract is a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) each such Material Contract is in full force and effect, and (iii) none of the Company or any of the Company Subsidiaries is (with or without notice or lapse of time, or both) in breach, subject to a target amortization event, subject to a facility early amortization event or in default (or has received any notice alleging any such breach, event or default) under any Material Contract and, to the Knowledge of the Company, no other party to any Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder and no event of default, facility early amortization event or target amortization event (if applicable) has occurred and is continuing thereunder.

Section 4.14Properties.

(a)None of the Company or any Company Subsidiary owns any real property.

(b)Section 4.14(b) of the Company Disclosure Letter contains, as of the date of this Agreement, a true and complete list of the names of the fee owners, landlords, tenants, subtenants and sub-subtenants, as applicable, of all real property which is leased, subleased, sub-subleased, or licensed to, or otherwise occupied by, the Company and the Company Subsidiaries, as applicable (collectively, including the Improvements thereon, the “Leased Real Property”), and sets forth a description of any and all leases, subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True and complete copies of all Real Estate Leases (including all modifications, amendments, supplements, waivers and side letters thereto) have been made available to the Buyer Parties.

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(c)To the Knowledge of the Company, there are no facts or conditions affecting any of the buildings, structures, fixtures and improvements (the “Improvements”) located on the Leased Real Property that, in the aggregate, would reasonably be expected to materially interfere with the Company’s and/or its Subsidiaries’ current use, occupancy or operation of the Leased Real Property taken as a whole.

(d)Each Real Estate Lease (i) is in full force and effect and constitutes the valid and legally binding obligation of the Company or the applicable Company Subsidiary which is a party thereto, as applicable, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to the Buyer Parties and (iii) except with respect to any Permitted Liens granted under the terms of any of the Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiaries.

(e)Neither the Company nor any of the Company Subsidiaries has received a notice of default under any Real Estate Lease during the last six (6) months which remains uncured.

Section 4.15Intellectual Property.

(a)Section 4.15(a) of the Company Disclosure Letter sets forth a complete and correct (in all material respects) list, as of the date of this Agreement, of all subsisting registrations and applications for registration of Intellectual Property Rights owned by the Company and the Company Subsidiaries (“Registered Intellectual Property Rights”).

(b)Except, in each case, in respects that, individually or in the aggregate, have not had a Company Material Adverse Effect, the Company or a Company Subsidiary owns of record, beneficially owns and/or is licensed or otherwise has the right to use all Intellectual Property Rights necessary to conduct, or material to, any material business of the Company and the Company Subsidiaries; provided, however, that the foregoing representation and warranty shall not apply to infringement, misappropriation, or unauthorized use of third-party Intellectual Property Rights. The Company or a Company Subsidiary, as disclosed in Section 4.15(b) of the Company Disclosure Letter, is the owner of all other Registered Intellectual Property Rights, in each case free and clear of all Liens other than Permitted Liens. The Registered Intellectual Property Rights are subsisting and, to the Company’s Knowledge, valid and in full force and effect, except, in each case, in respects that, individually or in the aggregate, have not had a Company Material Adverse Effect.

(c)To the Knowledge of the Company, as of the date of this Agreement, the operation of the business of the Company and the Company Subsidiaries as presently conducted does not infringe, misappropriate or make unauthorized use of, in any material respect, any Intellectual Property Rights of third parties, and there is no material suit, action or other proceeding pending or threatened in writing that alleges that the use of Intellectual Property

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Rights by the Company and the Company Subsidiaries infringes, misappropriates or constitutes the unauthorized use of any Intellectual Property Rights of third parties.

(d)To the Knowledge of the Company, as of the date of this Agreement, the Registered Intellectual Property Rights are not being infringed in any material respect by any Person, and there are no material suits, actions or other proceedings pending, for which notice has been provided to the Company or any Company Subsidiary, or threatened in writing, challenging the Company’s or any Company Subsidiary’s ownership of or right to use, or the validity or enforceability or patentability of, any material Intellectual Property Rights.

(e)The Company and the Company Subsidiaries take commercially reasonable measures to protect and preserve the confidentiality of all trade secrets and other material confidential information that are owned by the Company or any Company Subsidiaries. The Company and each Company Subsidiary has a policy to secure valid written assignments or other written confirmations from all consultants, contractors and employees who contribute or have contributed to the creation or development of any material Intellectual Property Right owned or purported to be owned by the Company or any Company Subsidiary of all the rights to such contributions that the Company or any Company Subsidiary does not already own by operation of Law.

Section 4.16Labor Matters.

(a)None of the employees of the Company or any Company Subsidiary is represented by a union and, to the Knowledge of the Company, no union organizing efforts have been conducted or are now being conducted. None of the Company or any Company Subsidiary is a party to any collective bargaining agreement, labor union contract, trade union agreement or foreign works council contract. None of the Company or any Company Subsidiary has entered into any agreement, arrangement or understanding, whether written or oral, with any union, trade union, works council or other employee representative body or any material number or category of its employees which would prevent, restrict or materially impede the consummation of the Transactions, require advance notification with respect to the Transactions, or the implementation of any layoff, redundancy, severance or similar program within its or their respective workforces (or any part of them).

Section 4.17Insurance. Each insurance policy of the Company or any Company Subsidiary is in full force and effect and was in full force and effect during the periods of time such insurance policy is purported to be in effect, and neither the Company nor any of the Company Subsidiaries is (with or without notice or lapse of time, or both) in breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice) under any such policy, except in respects that, individually or in the aggregate, have not had a Company Material Adverse Effect. There is no material claim by the Company or any of the Company Subsidiaries pending as of the date of this Agreement under any such policies that has been denied or disputed by the insurer other than denials and disputes in the ordinary course of business.

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Section 4.18Affiliated Transactions.

(a)As of the date of this Agreement, no Related Person is a party to any Contract with or binding upon the Company or its Subsidiaries (other than employment agreements and Filed Company Contracts which have been filed prior to the date of this Agreement) or any of their respective properties or assets or has any material interest in any property used by the Company or the Company Subsidiaries or has engaged in any transaction, or series of similar transactions, agreements, arrangements or understandings (nor are there any currently proposed transactions, or series of similar transactions, agreements, arrangements or understandings) with any of the foregoing since January 1, 2012, except, in the case of the Persons described in clause (i) of Section 4.18(c) as would not be required to be disclosed under Item 404 of Regulation S-K under the Securities Act (each of the foregoing, but without giving effect to the exclusion for Filed Company Contracts, a “Company Affiliate Transaction”).

(b)Section 4.18(b) of the Company Disclosure Letter lists each Contract (other than a Filed Company Contract which has been filed prior to the date of this Agreement) that is in effect as of the date of this Agreement between or among the Company or any Company Subsidiary, on the one hand, and any Related Person, on the other hand, (i) pursuant to which the Company or any of its Affiliates has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) to a Related Person or (ii) otherwise provides for any material payments to be received by a Related Person.

(c)A “Related Person” shall mean (i) each present or former director, officer, shareholder, partner, member or employee of the Company or any Affiliate of the Company and (ii) each of Ocwen and Altisource and their respective Representatives.

Section 4.19Servicer Capacity. None of the Company or any Company Subsidiary is party to any Contract pursuant to which the Company or any Company Subsidiary has any obligations to any Person to service any residential mortgage loans. None of the Company or any Company Subsidiary is party to any Contract in the capacity of a “master servicer” of residential mortgage loans (or any similar capacity).

Section 4.20Termination Events. From January 1, 2014 until the date of this Agreement, none of the Company or any Company Subsidiary has (i) waived or otherwise prejudiced any rights in respect of any “Termination Event” under the Master Servicing Rights Purchase Agreement or under any Sale Supplement executed in connection the Master Servicing Rights Purchase Agreement or (ii) waived or otherwise prejudiced any material rights or remedies under or in connection with any Material Contract.

Section 4.21Investment Company Act of 1940. None of the Company or any Company Subsidiary is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Section 4.22Brokers’ Fees and Expenses. No broker, investment banker, financial advisor or other Person, other than CitiGroup Global Markets Inc. (the “Company Financial Advisor”), the fees and expenses of which will be paid by the Company, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company. Section 4.22 of

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the Company Disclosure Letter sets forth, as of the date of this Agreement, the Company’s good faith estimate of the out-of-pocket fees and expenses it will incur to its financial, legal and other advisors in connection with this Agreement and the Transactions.

Section 4.23Opinion of Financial Advisor. The Company Board has received the oral opinion of the Company Financial Advisor, to be confirmed in writing (with a copy provided to the Buyer Parties, for informational purposes only, promptly upon receipt by the Company), to the effect that, as of the date of this Agreement, the Aggregate Consideration is fair, from a financial point of view, to the Company.

Section 4.24Title to Purchased Assets; Sufficiency; Liens.

(a)Immediately prior to the Closing, the Company was the sole owner of, and had, as applicable, good, valid and marketable title to, or a valid leasehold interest in, the Luxco 1A Shares and all of the Purchased Assets, free and clear of all Liens, except Permitted Liens.  At the Closing, (x) HLSS MSR-EBO will receive good, valid and marketable title to (or valid leasehold interests in), as applicable, the Purchased Assets (other than the Luxco 1B Shares), free and clear of any Liens, other than Permitted Liens and (y) HLSS Advances, with respect to the Luxco 1A Shares, and HLSS MSR-EBO with respect to the Luxco 1B Shares, in each case, shall be vested with good and marketable title in and to the Luxco 1A Shares and Luxco 1B Shares, as applicable, free and clear of all Liens, except Liens created in respect of the applicable Buyer or imposed by applicable securities Laws.

(b)The assets and properties to be acquired directly or indirectly pursuant to Section 1.01 and Section 1.02 constitute all of the property and assets which are necessary for, or otherwise used for or held for use in, the conduct of the business as conducted by the Company and its Subsidiaries on the date hereof and are sufficient to provide the Buyers with the means and capability to conduct the business as conducted by the Company and its Subsidiaries upon and following the Closing.

Section 4.25Acquisition of NRZ Shares for Investment. The Company is acquiring the NRZ Shares for its own account and not with a view toward sale in connection with any distribution thereof in violation of the Securities Act. The Company hereby acknowledges and agrees that the NRZ Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under such Act, and without compliance with state and foreign securities Laws, in each case to the extent applicable, and that such shares shall include a legend to such effect.

Section 4.26No Other Representations or Warranties. Except for the representations and warranties contained in this Article IV or in any certificate delivered by the Company to the Buyer Parties (and notwithstanding the delivery or disclosure to the Buyer Parties or their Representatives of any documentation, projections or other information), the Buyer Parties acknowledge that none of the Company, the Company Subsidiaries or any other Person on behalf of the Company makes any other express or implied representation or warranty in connection with the Transactions.

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ARTICLE V

Section 5.01Access to Information; Confidentiality.

(a)From and after the Closing, upon reasonable notice to the Company, the Company shall, and shall cause its Affiliates to, afford or cause to be afforded to the Buyer Parties and their Subsidiaries and their employees, counsel, auditors and representatives reasonable access to the auditors, properties, books, Contracts, commitments and records (including accountant or auditor workpapers, subject to execution of a customary confidentiality agreement by the applicable Buyer Party) relating to the Company, its Subsidiaries or the Transactions for any reasonable business purpose, including in respect of insurance matters, financial reporting, regulatory and compliance matters, Tax matters and accounting of the Company and its Subsidiaries, in each case, in a manner so as to not unreasonably interfere in any material respect with the normal business operations of the business of the Company; provided, however, that the Company shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the Company shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure at the applicable Buyer Party’s prior written request and provided, further, that the Company shall not be required to pay any fee, penalty or other consideration to any such third party to obtain their consent), (ii) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege), or (iii) violate any Law (provided that the Company shall use its reasonable best efforts to provide such access or make such disclosure in a manner that does not violate Law). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to the Buyers pursuant to this Section 5.01(a) to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and any of the Buyers or any of their respective Affiliates, on the other hand, are adverse parties.

(b)From and after the Closing, the Company shall hold, and shall use its reasonable best efforts to cause their respective Representatives to hold, in confidence and not to disclose to any other party, and not to use for any purpose other than as expressly required by Law or by this Agreement or the New Merger Agreement, or in connection with reporting Tax information to the Company’s shareholders, any and all information, whether written or oral, concerning the business of Luxco 1A, Luxco 1B, the Transferred Subsidiaries, the Purchased Assets and the Assumed Liabilities, except to the extent that the Company can show that such information (a) is generally available to and known by the public through no fault of any of the Company, any of its Subsidiaries or any of their respective Representatives (or Representatives of their respective Subsidiaries); or (b) is lawfully acquired by any of the Company, any of its Subsidiaries or any of their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any of the Company or its Subsidiaries or any of their respective Representatives

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are compelled to disclose any information by judicial or administrative process or by other requirements of Law, the Company shall promptly notify the Buyer Parties in writing, and the Company shall disclose only that portion of such information which the Company is advised by its counsel in writing is legally required to be disclosed, provided that the Company shall use its commercially reasonable efforts, at the Buyer Parties’ sole expense, to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

Section 5.02Indemnification, Exculpation and Insurance.

(a)Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Closing now existing in favor of the current or former directors, officers or employees of the Company and the Company Subsidiaries as provided in the respective certificates of incorporation or by-laws (or comparable organizational documents) of the Company Subsidiaries and any indemnification or other similar agreements of any of the Company Subsidiaries, in each case as in effect on the Closing Date, shall continue in full force and effect in accordance with their terms. From and after the Closing, Parent agrees that it will indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Closing, a director or officer of the Company or any of the Company Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Closing, serving at the request of the Company or any of the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Closing (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person, whether asserted or claimed prior to, at or after the Closing, to the fullest extent permitted under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from Parent within ten (10) Business Days of receipt by Parent from the Company Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the organizational documents of Parent, to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification. Without limiting the foregoing, in the event that any claim is brought against any Company Indemnified Party, (x) Parent shall have the right to assume or direct any of its Subsidiaries to assume the defense thereof with legal counsel of Parent’s choosing, and if Parent shall assume or direct any of its Subsidiaries to assume the defense, then Parent or such Subsidiary, as applicable, shall not be liable to such Company Indemnified Party for any legal expenses of other counsel or any expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that such Company Indemnified Party may employ counsel of its own choosing, and Parent or such Subsidiary, as applicable, shall advance to such Company Indemnified Party reasonable legal expenses of such counsel, if (i) Parent does not timely assume the defense thereof or (ii) under

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applicable standards of professional conduct there is an actual or potential conflict of interest between the legal defenses for Parent (or the Subsidiary) and those for the Company Indemnified Party in the conduct of the defense of an action; (y) the Company Indemnified Party shall cooperate with Parent or such Subsidiary, as applicable, in the defense of any such matter; and (z) Parent or such Subsidiary, as applicable, shall not be liable for any settlement of any claim effected without its written consent (such consent not to be unreasonably withheld).

(b)In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of Parent assume the obligations set forth in this Section 5.02.

(c)For a period of six (6) years from and after the Closing, Parent shall provide or cause to be provided directors’ and officers’ liability insurance and fiduciary liability insurance for the Company and its current and former directors and officers who are currently covered by the directors’ and officers’ insurance coverage currently maintained by the Company, in either case, of not less than the coverage existing as of the Closing Date and having other terms substantially equivalent to the directors’ and officers’ liability insurance and fiduciary liability insurance coverage maintained by the Company as of the Closing Date with respect to claims arising from facts or events that occurred on or before the Closing, except that in no event shall Parent be required to pay, with respect to such insurance policies in respect of any one policy year, more than 150% of the aggregate annual premium most recently paid by the Company prior to the Closing Date (which amount is set forth in Section 5.02(c) of the Company Disclosure Letter) (the “Maximum Amount”), and if Parent is unable to obtain (or to cause to be obtained) the insurance required by this Section 5.02 it shall obtain as much comparable insurance as possible for the years within such six (6) year period for an aggregate annual premium equal to the Maximum Amount, in respect of each policy year within such period. In lieu of such insurance, Parent may, at its option (following reasonable consultation with the Company), purchase (through or for the Company, as applicable) a “tail” directors’ and officers’ liability insurance policy for a period of six (6) years from and after the Closing for the Company and its current and former directors and officers who are covered by the directors’ and officers’ insurance and fiduciary liability insurance coverage maintained by the Company as of the Closing Date, such tail to provide coverage in an amount not less than such coverage and to have other terms substantially equivalent to the directors’ and officers’ liability insurance and fiduciary liability insurance coverage maintained by the Company as of the Closing Date with respect to claims arising from facts or events that occurred on or before the Closing; provided that in no event shall the cost of any such tail policy exceed the Maximum Amount. In the event the Company purchases such tail coverage, Parent shall cease to have any obligations under the first sentence of this Section 5.02(c). Parent shall maintain such policies in full force and effect during the period of insurance, and continue to honor its obligations thereunder.

(d)The provisions of this Section 5.02 (i) shall survive consummation of the Transactions, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified or insured party (including the Company Indemnified Parties), his or her heirs and his or her representatives, and (iii) are in addition to, and not in substitution for, any other rights

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to insurance indemnification or contribution that any such Person may have by contract or otherwise.

(e)For the avoidance of doubt, notwithstanding that the Seller Indemnified Parties may be entitled to indemnification pursuant to one or more provisions under this Agreement, the New Merger Agreement or otherwise, in no event shall any such Company Indemnified Party be entitled to be recover more than once in respect of the same claims, losses, liabilities, damages, judgments, inquiries, fines, fees, cost or expenses.

Section 5.03Litigation; Other Matters.

(a)From and after the Closing, the Buyers shall defend and assume control over and bear all responsibility in respect of any litigation, suit, action, claim, demand, investigation or other proceedings, and any settlement or compromise thereof against or involving the Company, any Company Subsidiary and/or any of their respective officers or directors (in their capacity as such), including any litigation, suit, action, claim, demand, investigation or other proceedings by any shareholder of the Company (on its own behalf or on behalf of the Company) (“Litigation”), (b) keep the Company reasonably informed regarding any Litigation and (c) reasonably consult with the Company regarding the defense and any settlement or compromise of any Litigation and reasonably consider the Company’s views with respect to any Litigation. The Buyers shall have sole control over the use, invocation, or waiver of the attorney client privilege and attorney work product doctrine; it being further agreed that, to the fullest extent permitted by Law, the Buyers and the Company shall assert and maintain the common interest, joint defense or other privilege or immunity over communications between the Buyers and the Company.

(b)The Company shall (a) give prompt written notice to the Buyers of any material written communications (and shall deliver copies thereof) received from, or delivered to, any shareholders of the Company or any Related Person or the Company’s auditors or any Governmental Entity and (b) reasonably consult with the Buyers in connection with the foregoing.

Section 5.04Public Announcements. Except with respect to any dispute between the parties regarding this Agreement or the Transactions, the Buyer Parties and the Company shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the Transactions and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude, after consultation with legal counsel, is required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (in which case the disclosing party shall consult with the other party in advance of such disclosure to the extent practicable under the circumstances). The Company and each of the Buyer Parties agree that the initial press release to be issued with respect to the Transactions shall be in the form heretofore agreed to by the parties. Nothing in this Section 5.04 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the Transactions.

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Section 5.05Employment and Company Benefits. Except as provided in Section 5.05 of the Company Disclosure Letter:

(a)For a period of one (1) year following the Closing Date (or if shorter, during the period of employment), Parent shall, or shall cause a Subsidiary of Parent to, provide each employee of the Company and any Company Subsidiary who is employed as of immediately prior to the Closing Date and who becomes an employee of Parent or one of its Subsidiaries as of the Closing (each, a “Company Employee”), with (i) a base salary and annual target cash bonus opportunity that are at least equal to the base salary and annual target cash bonus opportunity provided to the Company Employee immediately prior to the Closing and (ii) employee benefits (excluding equity incentive opportunities) that are substantially similar in the aggregate to the employee benefits (excluding equity incentive opportunities) provided to the Company Employee immediately prior to the Closing.

(b)Nothing in this Section 5.05 shall be treated as an amendment of, or undertaking to amend, any benefit plan.  The provisions of this Section 5.05 are solely for the benefit of the respective parties to this Agreement and nothing in this Section 5.05, express or implied, shall confer upon any Company Employee, or legal representative or beneficiary thereof or any other Person, any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits of any nature or kind whatsoever under this Agreement or a right in any employee or beneficiary of such employee or other Person under a Company Benefit Plan that such employee or beneficiary or other Person would not otherwise have under the terms of that Company Benefit Plan.

Section 5.06Right to Use the HLSS Mark. HLSS MSR-EBO (on behalf of itself or any of its successors or assigns) hereby grants to the Company a non-exclusive, non-transferable license, with no right to sublicense, to use the HLSS Mark for a period not exceeding twenty-four (24) months after the Closing Date, only in connection with the operation of the Company in connection with the winding up, dissolution or liquidation of the Company (including the use of any stationery, business cards, purchase orders, invoices and other similar correspondence and other documents of a contractual nature following the Closing Date in the form in which the HLSS Mark was applied to such materials prior to the Closing Date); provided that the HLSS Mark is used at a level of quality consistent with past practice and solely in a manner that is not intended to, or reasonably likely to, harm, disparage or negatively reflect upon the Buyer Parties or any of their Affiliates or the reputation or goodwill of the Buyer Parties or any of their Affiliates.

Section 5.07Certain Provisions Relating to Transfers.

(a)In the event that record or beneficial ownership or possession of any Excluded Asset or Excluded Liability has been transferred to the Buyers on the Closing Date, each of the Company and the applicable Buyer shall use its reasonable best efforts to transfer, or cause to be transferred, to the Company such Excluded Asset or Excluded Liability, as applicable, and pending such transfer to the Company, the applicable Buyer shall hold such Excluded Asset or Excluded Liability, as applicable, and provide to the Company all of the benefits and liabilities associated with the ownership and operation of such Excluded Asset or Excluded Liability, as applicable, and, accordingly, the applicable Buyer shall cause such

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Excluded Asset or Excluded Liability, as applicable, to be operated or retained as may reasonably be instructed by the Company.

(b)In the event that record or beneficial ownership or possession of any Purchased Asset or Assumed Liability has been retained by the Company on the Closing Date, each of the Company and the applicable Buyer shall use its reasonable best efforts to transfer, or cause to be transferred, to the applicable Buyer such Purchased Asset or Assumed Liability, as applicable, and pending such transfer to the applicable Buyer, the Company shall hold such Purchased Asset or Assumed Liability, as applicable, and provide to the applicable Buyer all of the benefits and liabilities associated with the ownership and operation of such Purchased Asset or Assumed Liability, as applicable, and, accordingly, the Company shall cause such Purchased Asset or Assumed Liability, as applicable, to be operated or retained as may reasonably be instructed by the applicable Buyer.

Section 5.08Intercompany Agreements.

(a)Except as set forth in Section 5.08 of the Company Disclosure Letter, Luxco 1A, Luxco 1B and the Transferred Subsidiaries on the one hand, and the Company, on behalf of itself and each other Affiliate of the Company, on the other hand, hereby terminate any and all Contracts between or among any of Luxco 1A, Luxco 1B or any Transferred Subsidiary on the one hand, and the Company or any other Affiliate of the Company, on the other hand, effective without further action as of the Closing. No such Contract (including any provision thereof which purports to survive termination) will be of any further force or effect after the Closing and all parties will be released from all liabilities thereunder. Each party hereto will, at the reasonable request of any other party hereto, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

(b)The provisions of Section 5.08(a) will not apply to any of the following Contracts:

(i)this Agreement and each other Contract expressly contemplated by this Agreement to be entered into or continued by any of the parties or any of their respective Affiliates; and

(ii)the other Contracts set forth on Section 5.08(b)(ii) of the Company Disclosure Letter.

(c)Except as set forth in Section 5.08(c) of the Company Disclosure Letter, all of the intercompany receivables, payables, loans and other accounts, rights and liabilities between Luxco 1A, Luxco 1B or any of the Transferred Subsidiaries on the one hand, and the Company or any of its other Affiliates, on the other hand, in existence as of immediately prior to the Closing (collectively, the “Intercompany Accounts”) are hereby netted against each other, and the balance is hereby, without further action, deemed to have been contributed to the equity of Luxco 1A, Luxco 1B or any of the Transferred Subsidiaries, as applicable, or distributed to the Company or its applicable Subsidiary, as the case may be, such that, as of the Closing, there are no Intercompany Accounts outstanding.

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(d)Prior to Closing, the Company has caused HLSS SEZ LP to make a loan of cash to the Company in the amount of $96,000,000, which loan shall be evidenced by a promissory note to be executed as soon as reasonably practicable following Closing (the “Company Promissory Note”). For the avoidance of doubt, the liability under such note shall be an Assumed Liability.

Section 5.09Further Assurances. From time to time after the Closing, without additional consideration, each party hereto will execute and deliver, or cause to be executed and delivered, such further instruments and take such other action as may be necessary or reasonably requested by the other parties to make effective the Transactions and to provide the other parties with the intended benefits of this Agreement. Without limiting the foregoing, upon the reasonable request of any Buyer Party, the Company shall execute, acknowledge and deliver, or shall cause to be executed, acknowledged and delivered, all such further assurances, deeds, assignments, consequences, powers of attorney and other instruments and paper as may be required to sell, transfer, convey, assign, grant and deliver to the Buyers all right, title and interest in, to and under the Purchased Assets and the Luxco 1A Shares.

Section 5.10Additional Transaction Agreements. Concurrently with the Closing:

(a)the Company and a direct or indirect subsidiary of Parent shall enter into the Agreement and Plan of Merger attached hereto as Annex B (the “New Merger Agreement”), providing for the merger of the Company with and into such wholly-owned Subsidiary of Parent;

(b)the Company and Parent shall enter into a Services Agreement attached hereto as Annex C pursuant to which Parent shall provide the Company with certain services following the Closing upon mutually agreed terms (the “Services Agreement”); and

(c)the Company and Parent shall enter into a Registration Rights Agreement attached hereto as Annex D with respect to the NRZ Shares (the “Registration Rights Agreement”).

Section 5.11Disposition of NRZ Shares. The Company agrees, with respect to the NRZ Shares, to not (a) offer for sale, sell, contract to sell, pledge, grant any option to purchase, grant a security interest in or otherwise encumber or directly or indirectly otherwise dispose of, the NRZ Shares or any security or other right that represents the right to acquire or receive the NRZ Shares or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the NRZ Shares, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of NRZ Shares or such other securities, in cash or otherwise, in each case, except (x) in connection with the Plan of Complete Liquidation and Dissolution, Registration Rights Agreement, the New Merger Agreement and the Services Agreement or (y) with the prior written approval of Parent.

Section 5.12Post-Closing Information. Following the Closing, upon reasonable notice to the Buyers, the applicable Buyer shall, and shall cause its Affiliates to, afford or cause to be afforded to the Company and its Subsidiaries and their employees, counsel, auditors and representatives reasonable access to the offices, personnel, properties, books, Contracts, commitments and records relating to the Company, any of the Company Subsidiaries, or the

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Transactions for any reasonable business purpose, including in respect of insurance matters, financial reporting, regulatory and compliance matters, Tax matters and accounting of the Company and its Subsidiaries, in each case, in a manner so as to not unreasonably interfere in any material respect with the normal business operations of the business of Luxco 1A, Luxco 1B, the Transferred Subsidiaries, the Purchased Assets and the Assumed Liabilities, or the applicable Buyer or any of its other Subsidiaries; provided, however, that the Buyers shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the applicable Buyer shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure at the Company’s prior written request and provided, further, that the applicable Buyer shall not be required to pay any fee, penalty or other consideration to any such third party to obtain their consent), (ii) result in the loss of any attorney-client privilege (provided that the applicable Buyer shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege), or (iii) violate any Law (provided that the applicable Buyer shall use its reasonable best efforts to provide such access or make such disclosure in a manner that does not violate Law). Notwithstanding anything contained in this Agreement to the contrary, no Buyer or any of its Affiliates shall be required to provide any access or make any disclosure to the Company pursuant to this Section 5.12 to the extent such access or information is reasonably pertinent to a litigation where any of the Buyers or any of their respective Affiliates, on the one hand, and the Company or any of its Affiliates, on the other hand, are adverse parties.

Section 5.13Payments; Correspondence. From and after the Closing, (i) the Company shall pay to the Buyers any amounts that the Company receives in respect of the Shares, any Purchased Asset or the Assumed Liabilities and (ii) the Company shall promptly deliver to the Buyers any mail or other communications received by the Company relating to the Shares, any Purchased Asset or the Assumed Liabilities.

Section 5.14Plan of Complete Liquidation and Dissolution. Concurrently with the execution hereof, the Company Board shall adopt and approve the Plan of Complete Liquidation and Dissolution set forth on Section 5.14 of the Company Disclosure Letter (the “Plan of Complete Liquidation and Dissolution”). Following the Closing, the Company agrees and acknowledges that it will implement the Plan of Complete Liquidation and Dissolution, and shall not revoke, amend or otherwise modify the Plan of Complete Liquidation and Dissolution without the prior written consent of Parent.

Section 5.15Excepted Holder Limit. In accordance with the amended and restated certificate of incorporation of Parent (the “Parent Charter”), the board of directors of Parent has (i) exempted the Company from the Aggregate Stock Ownership Limit and the Common Stock Ownership Limit, (ii) deemed the Company an Excepted Holder, and (iii) established an Excepted Holder Limit (as defined in the Parent Charter) for the Company of 18% in each case in accordance with and subject to the terms and conditions of, the resolutions adopted by the Board of Directors of Parent, the relevant excerpt of which has been previously provided to the Company by Parent.   Capitalized terms used but not defined in this Section 5.15 shall have the meaning ascribed to such terms in the Parent Charter.

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Section 5.16Termination of Confidentiality Agreement. Upon the Closing, the Confidentiality Agreement, dated as of January 30, 2015, between Parent and the Company shall hereby be terminated.

Section 5.17Lux Entity Transfers. The Company and the Buyers hereby jointly empower and authorize any officer or director of Parent or its Subsidiaries and any lawyer and/or employee of Loyens & Loeff Luxembourg S.à r.l., each acting individually with full power of substitution, to:

(a)proceed with the entry of the transfer of the Luxco 1A Shares and Luxco 1B Shares as per the Closing Date in the shareholders’ register of Luxco 1A and Luxco 1B, respectively and to sign the shareholders’ register of Luxco 1A and Luxco 1B as required by article 185 of the Luxembourg law dated August 10, 1915 on commercial companies, as amended;

(b)file a notice of the transfer of the Luxco 1A Shares and Luxco 1B Shares with the Luxembourg Register of Commerce and Companies, in order to make the transfer of the Luxco 1A Shares and Luxco 1B Shares enforceable vis-à-vis third parties and publish such notice of transfer in the Luxembourg official gazette, in accordance with applicable provisions of the Law; and

(c)perform any operation or act which might be necessary or useful for the performance and the execution of this Section 5.17.

Section 5.18Filing of Company Form 10-K. Immediately following the Closing, the Company shall cause the Company Form 10-K to be filed.

Section 5.19Critical Covenants; Critical Event. At any time after (i) the date that is 120 days following the date hereof or (ii) the occurrence of a Critical Covenant Breach (which has not been cured within five (5) Business Days after written notice to the Company by Parent of such breach, except that there shall be no cure period for a breach which by its nature cannot be cured within such five (5) day period):

(a)in the case of the foregoing clauses (i) and (ii), as applicable, upon five (5) Business Days’ prior written request by Parent to the Company, the Company shall (x) use its best efforts to obtain the resignations of a majority of the Company Board at such time and (y) take all corporate action necessary to cause the appointment of the nominees specified by Parent in such written request to fill the resulting vacancies (provided, however, that during any such time that directors nominated by Parent hold a majority of the Company Board, any decisions by the Company Board involving Parent or its Affiliates shall be made by directors of the Company Board who were not nominated by Parent); and

(b)solely in the case of the foregoing clause (ii), any and all indemnification, cost reimbursement or other similar obligations of the Buyers in respect of Post-Closing Liabilities in respect of the business or affairs of the Company and its Representatives (in their capacity as such) from and after the date of the events giving rise to such uncured Critical Covenant Breach to any of the Seller Indemnified Parties as set forth in Sections 5.02, 5.03, 6.01 and 6.02 (or any other provision hereunder providing for any indemnification, cost

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reimbursement or other similar obligation to any Seller Indemnified Party) shall terminate and no longer be in force and effect; provided that such obligation shall become effective and again apply if and in respect of periods during which directors nominated by Parent hold a majority of the Company Board.

(c)For the purposes of this Section 5.19, the Company agrees and acknowledges that there shall be deemed to be a material breach of this Agreement by the Company (each of the following a “Critical Covenant Breach”):

(i) in the event that, without prior written consent by Parent, the Company (or the Company Board, as applicable), through or as a result of the action of (or failure to take any action by) the Company Board:

(1)incurs any indebtedness for borrowed money (or indebtedness as otherwise restricted by any financing of Parent or any of its Subsidiaries);

(2)fails to distribute cash required to be distributed to shareholders in accordance with the Plan of Complete Liquidation and Dissolution;

(3)fails to utilize Provider (as defined in the Services Agreement) in a manner that is consistent with the Services Agreement;

(4)fails to comply with any obligations (including filings required to be made) under the Securities Act, Exchange Act and the Investment Company Act;

(5)fails to comply with applicable Law; or

(6)takes any other action inconsistent with this Agreement, the Plan of Complete Liquidation and Dissolution, the New Merger Agreement or the Services Agreement;

in the case of each of clauses (1) through (6), in a manner that does, or is reasonably expected to, result in (a) the incurrence of any material (or any material increase of) any Post-Closing Liabilities of the Company, (b) a material increase of any pre-closing liabilities of the Company or (c) the incurrence of any material (or any material increase of) liabilities related to the Purchased Assets and/or Assumed Liabilities; or

(ii)the occurrence of any event(s) following which the majority of the members of the Company Board are not Continuing Directors, where a "Continuing Director" is any member of the Company Board who (1) was a member of the Company Board on the effective date of this Agreement, (2) was nominated for election or elected to the Company Board with the affirmative vote of a majority of the Continuing Directors who were members of the Company Board at the time of such nomination or election or (3) was nominated for election to the Company Board by Parent.

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Section 5.20Dividend Funding. As promptly as practicable after the date hereof, at the request of the Company, but in no event later than April 8, 2015, Parent shall deliver, or shall cause to be delivered, to American Stock Transfer & Trust Company, LLC (the “Company’s Paying Agent”), an amount in cash equal to $12,783,018.78 (the “Dividend Amount”), which amount comprises the funds to pay the Company’s $0.18 per share dividend payable on April 10, 2015 to shareholders of record of the Company as of March 31, 2015. The Company agrees and acknowledges that the payment of the Dividend Amount shall constitute a partial payment of the Cash Purchase Price.

ARTICLE VIINDEMNIFICATION

Section 6.01Indemnification.

(a)Subject to the other terms and conditions of this Agreement, from and after the Closing, HLSS Advances hereby agrees to indemnify and hold the Company and its Affiliates, agents, attorneys, representatives, directors, officers, successors and permitted assigns (collectively, the “Seller Indemnified Parties”) harmless from and against, and pay to the Company the amount of, any and all losses, damages, deficiencies, liabilities, assessments, fines, penalties, judgments, actions, claims, costs, disbursements, fees, expenses or settlements of any kind or nature, including reasonable legal, accounting and other professional fees and expenses, including, solely to the extent awarded to a third party in a Third Party Claim, any special, indirect, incidental, exemplary or consequential damages (including lost profits, diminution in value, lost revenue or other similar types of losses) (collectively, the “Losses”) based upon, attributable to or resulting from any (a) Assumed Liabilities or the failure of HLSS Advances or HLSS MSR-EBO, as applicable, and their respective Affiliates (including Luxco 1A, Luxco 1B and any of their respective Subsidiaries) to pay, perform and discharge when due the same and (b) settlement or compromise of any Litigation. Subject to the other terms and conditions of this Agreement, from and after the Closing, the Company hereby agrees to indemnify and hold HLSS Advances and its Affiliates, agents, attorneys, representatives, directors, officers, successors and permitted assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against, and pay to the Company the amount of, any and all Losses based upon, attributable to or resulting from any Excluded Liabilities or the failure of the Company and its Affiliates to pay, perform and discharge when due the same.

(b)In the event that HLSS Advances does not fully pay, satisfy, perform or discharge any liability for which HLSS Advances is obligated to indemnify any Seller Indemnified Party pursuant to Section 6.01(a), subject to any and all limitations on such indemnification obligation of HLSS Advances set forth herein (including those set forth in Section 6.03) or pursuant to applicable Law, HLSS MSR-EBO hereby guarantees to pay, satisfy, perform or discharge such liability.

Section 6.02Indemnification Procedures.

(a)A claim for indemnification for any matter (not including any claim or demand instituted or asserted by any third party in respect of which indemnification may be sought under Section 6.01 of this Agreement (a “Third Party Claim”)) may be asserted by

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reasonably prompt written notice to the party from whom indemnification is sought (the “Indemnifying Party”), describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim and, to the extent possible, a good faith estimate of the amount to which the Seller Indemnified Party or Company Indemnified Party, as applicable, claims to be entitled to receive in respect of such right of indemnification; provided, however, that failure to so notify the Indemnifying Party shall not preclude the Seller Indemnified Party or Company Indemnified Party, as applicable, from any indemnification which it may claim in accordance with this Article VI, except to the extent that the Indemnifying Party is actually prejudiced thereby.

(b)In the event of any Third Party Claim, the Seller Indemnified Party or Company Indemnified Party, as applicable, shall reasonably promptly cause written notice of the assertion of any third party to be forwarded to the Indemnifying Party, which notice shall describe in reasonable detail the facts and circumstances with respect to the subject matter of such claim and, to the extent possible, a good faith estimate of the amount to which the Seller Indemnified Party or Company Indemnified Party, as applicable, claims to be entitled to receive in respect of such right of indemnification. The failure of the Seller Indemnified Party or Company Indemnified Party, as applicable, to give reasonably prompt notice of any Third Party Claim shall not preclude any Seller Indemnified Party or Company Indemnified Party, as applicable, from any indemnification which it may claim in accordance with this Article VI, except to the extent that the Indemnifying Party is actually prejudiced thereby. The party from whom indemnification is sought shall, at its sole expense, assume the defense of any Third Party Claim that relates to any Losses indemnifiable hereunder. The Company or the Buyer Parties, as applicable, shall cooperate in the defense thereof.

Section 6.03Termination of Certain Indemnification Obligations.

(a)In the event that the Services Agreement is terminated by action of the Company for any reason, then upon such termination, any and all indemnification, cost reimbursement or other similar obligations of the Buyers in respect of Post-Closing Liabilities arising from the business or affairs of the Company and its Representatives (in their capacity as such) from and after the date of such termination owed to any of the Seller Indemnified Parties set forth in Sections 5.02, Section 5.03, Section 6.01 and Section 6.02 (or any other provision hereunder providing for any such indemnification, cost reimbursement or other similar obligation) shall terminate and no longer be in force and effect. No such termination shall affect any of the obligations of the Company set forth in in Sections 5.02, Section 5.03, Section 6.01 and Section 6.02 nor shall it affect any rights of the Buyer Indemnified Parties. In the event of any such termination, the obligations of the Buyers set forth in Section 5.03 shall terminate and no longer be in force and effect other than in respect of the business or affairs of the Company and it Representatives (in their capacity as such) prior to the date of such termination; provided, however, that in the event that the Buyers or any of their respective Representatives or Affiliates (other than the Company) are party to or otherwise involved in any Litigation, the Buyers shall have the right but not the obligation to retain the obligations of the Buyers set forth in Section 5.03 subject to the agreement by the Buyers to indemnify the Seller Indemnified Parties with respect thereto pursuant to Section 6.01(a) and 5.02.

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ARTICLE VII

Section 7.01Fees and Expenses. Except as specifically provided otherwise in this Agreement, all fees and expenses incurred in connection with the Transactions shall be paid by the party incurring such fees or expenses, whether or not such transactions are consummated.

Section 7.02Amendment. This Agreement may be amended by the parties at any time; provided that this Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

Section 7.03Extension; Waiver. The parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, (c) waive compliance with any covenants and agreements contained in this Agreement or (d) waive the satisfaction of any of the conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

Section 7.04Procedure for Amendment, Extension or Waiver. An amendment of this Agreement pursuant to Section 7.02 or an extension or waiver pursuant to Section 7.03 shall, in order to be effective, require, in the case of the Company or Parent, action by its Board of Directors or the duly authorized designee thereof.

ARTICLE VIIIGENERAL PROVISIONS

Section 8.01Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing. This Section 8.01 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Closing.

Section 8.02Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally; (b) on the date sent if receipt is confirmed and sent by facsimile or electronic mail and receipt thereof is confirmed in writing (other than by automated response); and (c) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a)if to the Company, to:

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Home Loan Servicing Solutions, Ltd.
c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George Town, Grand Cayman
KY1-9005
Cayman Islands
Phone: (345) 945-3727
Email:    michael.lubin@hlss.com    james.lauter@hlss.com
Attention:    Michael Lubin, General Counsel        James E. Lauter, Chief Financial Officer

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Phone: (212) 310-8000
Facsimile: (212) 310-8007
Email:    frederick.green@weil.com    michael.lubowitz@weil.com
Attention:    Frederick S. Green, Esq.        Michael E. Lubowitz, Esq.

(b)if to the Buyers Parties, to:

HLSS MSR-EBOc/o FIG LLC
1345 Avenue of the Americas, 46th Floor
New York, New York 10105
Phone: (212) 479-1522
Facsimile: (212) 798-6070
Email: cmacdougall@fortress.com
Attention: Cameron MacDougall, Esq.

HLSS Advancesc/o FIG LLC
1345 Avenue of the Americas, 46th Floor
New York, New York 10105
Phone: (212) 479-1522
Facsimile: (212) 798-6070
Email: cmacdougall@fortress.com
Attention: Cameron MacDougall, Esq.

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New Residential Investment Corp.
c/o FIG LLC
1345 Avenue of the Americas, 46th Floor
New York, New York 10105
Phone: (212) 479-1522
Facsimile: (212) 798-6070
Email: cmacdougall@fortress.com
Attention: Cameron MacDougall, Esq.

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Phone: (212) 735-3000
Facsimile: (212) 735-2000
Email:    joseph.coco@skadden.com    peter.serating@skadden.com
Attention:    Joseph A. Coco, Esq.        Peter D. Serating, Esq.

Section 8.03Definitions. For purposes of this Agreement:

An “Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means possession of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of securities or partnership or other ownership interest, by Contract or otherwise. For the avoidance of doubt, each of Ocwen and Altisource and their respective Subsidiaries are deemed not to be an Affiliate of the Company.

“Altisource” means Altisource Portfolio Solutions S.A.

“Assumed Taxes” means (i) any Taxes owed by or with respect to Luxco 1A, Luxco 1B or any Transferred Subsidiary, (ii) any Taxes of the Company, including any Taxes arising from the consummation of the Transactions, and (iii) any Taxes that otherwise are Assumed Liabilities.

“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking and savings and loan institutions are authorized or required by Law to be closed in New York City or the Cayman Islands.

“Buyer Boards” means, collectively, (x) the Board of Directors of each of Parent and HLSS Advances and (y) the sole member of HLSS MSR-EBO.

“Buyer Material Adverse Effect” means, with respect to the Buyer Parties, any fact, circumstance, occurrence, effect, change, event or development that, individually or taken together with other facts, circumstances, occurrences, effects, changes, events or developments,

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is or would be reasonably likely to prevent or materially delay the consummation of the Transactions.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Articles” means the Amended and Restated Articles of Association of the Company in effect as of the Closing Date.

“Company Board” means the Board of Directors of the Company.

“Company Benefit Plan” means each (i) “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) other benefit and compensation plan, contract, policy, program, practice, arrangement or agreement, including, but not limited to, pension, profit-sharing, savings, termination, executive compensation, phantom stock, change-in-control, retention, salary continuation, vacation, sick leave, disability, death benefit, insurance, hospitalization, medical, dental, life (including all individual life insurance policies as to which the Company or any of its ERISA Affiliates is the owner, the beneficiary, or both), employee loan, educational assistance, fringe benefit, deferred compensation, retirement or post-retirement, severance, equity or equity-based, incentive and bonus plan, contract, policy, program, practice, arrangement or agreement, and (iii) other employment, consulting or other individual agreement, plan, practice, policy, contract, program, and arrangement, in each case, (x) which is sponsored or maintained by the Company or any of its ERISA Affiliates in respect of any current or former employees, directors, independent contractors, consultants or leased employees of the Company or any Subsidiary or (y) with respect to which the Company or any Company Subsidiary has any actual or potential liability.

“Company Material Adverse Effect” means, except as hereinafter provided, any fact, circumstance, occurrence, effect, change, event or development that, individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the business, properties, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that any fact, circumstance, occurrence, effect, change, event or development to the extent arising from or related to (except, in the case of clauses (a), (b), (c), (d), (e) or (h) below, if disproportionately affecting the Company and its Subsidiaries, individually or in the aggregate, relative to other companies of a similar size in the industries in which the Company and its Subsidiaries operate): (a) conditions affecting the United States economy or the global economy generally, (b) political conditions (or changes in such conditions) in the United States or any other country or region in the world or acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country or region of the world occurring after the date of this Agreement, (c) changes in the financial, banking or securities markets in the United States or any other country or region in the world, (d) changes required by GAAP, (e) changes in any Laws, (f) any failure by such Person to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or after the date of this Agreement (provided that the underlying causes of any such failure may be considered in determining whether a Company Material Adverse Effect has occurred to the extent not otherwise excluded by another exception herein), (g) the public announcement (including as to the identity of the parties hereto) of the Transactions (it being understood that,

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for the avoidance of doubt, for purposes of Section 3.03 and Section 4.05, effects resulting from or arising in connection with the matters set forth in this clause (g) of this definition shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur), or (h) the occurrence of natural disasters, shall not be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur, or (ii) would reasonably be expected to prevent or materially impair or materially delay the Company from consummating the Transactions. Without limiting the foregoing, a Company Material Adverse Effect shall be deemed to have occurred if Ocwen Loan Servicing ceases to be an approved servicer of residential mortgage loans for Fannie Mae or Freddie Mac.

“Company Shares” means any ordinary shares, par value $0.01 per share, of the Company.

“Company Share Option” means any option to purchase Company Shares granted under the Company’s 2013 Equity Incentive Plan.

“Company Subsidiary” means any Subsidiary of the Company.

“DOJ” means the United States Department of Justice.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all capitalized lease obligations of such Person or obligations of such Person to pay the deferred and unpaid purchase price of property and equipment, other than trade payables incurred in the ordinary course of business, (iv) all obligations of such Person pursuant to securitization or factoring programs or arrangements, (v) all guarantees and arrangements having the economic effect of a guarantee of such Person of any other Indebtedness of any other Person, (vi) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or financial covenants of third parties not affiliated with such Person or to purchase the obligations or property of such third parties, (vii) net cash payment obligations of such Person under swaps, options, derivatives and other hedging agreements or arrangements that will be payable upon termination thereof (assuming they were terminated on the date of determination), (viii) reimbursement obligations under letters of credit, bank guarantees, and other similar contractual obligations entered into by or on behalf of such Person or (ix) all

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Indebtedness of any other Person secured in whole or in part by a Lien on any assets or properties of such first Person or any of its Subsidiaries.

“Intellectual Property Rights” means all worldwide intellectual property rights, including (i) all trademarks, service marks, trade dress, design marks, logos, trade names, domain names, brand names and corporate names, whether registered or unregistered, together with all goodwill associated therewith, and all applications, registrations and renewals in connection therewith, (ii) intellectual property rights in all inventions and designs (whether patentable or unpatentable and whether or not reduced to practice), and in all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof, (iii) intellectual property rights in all artwork, photographs, websites, advertising and promotional materials and computer software and all copyright applications, registrations and renewals in connection therewith, (iv) all trade secrets and intellectual property rights in confidential business information (including rights in ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information), (v) all other intellectual property rights in all of the foregoing, including such rights as are provided by treaties, conventions and common law, (vi) intellectual property rights in any library of historical examples of products, as well as the CAD systems with historical data and information relating to such product lines and (vii) all rights to pursue, recover and retain damages and costs and attorneys’ fees for past, present and future infringement of any of the foregoing.

The “Knowledge” of any Person that is not an individual means, with respect to any matter in question, in the case of the Company’s Knowledge, the actual knowledge, after making reasonable inquiry consistent with such Person’s position, of the officers of the Company set forth in Section 8.03 of the Company Disclosure Letter, and, in the case of the Buyer Parties, the actual knowledge, after making reasonable inquiry consistent with such Person’s position, of the officers of one or more of the Buyer Parties set forth in Section 8.03 of the Buyer Disclosure Letter.

“Liens” means any pledges, charges, liens, options, rights of first refusal or offer, conditional or installment sales contracts, claims, title defects, easements, covenants, restrictions, adverse ownership claims, rights-of-way, encroachments, restrictions, charges, hypothecations, mortgages, or deeds of trust, or security interests of any kind or nature or other encumbrances.

“Master Servicing Rights Purchase Agreement” means the Master Servicing Rights Purchase Agreement, dated as of October 1, 2012 between Holdings and Ocwen Loan Servicing.

“NASDAQ” means the NASDAQ Stock Market, Inc.

“NYSE” means the New York Stock Exchange.

“Ocwen” means Ocwen Financial Corporation.

“Ocwen Loan Servicing” means Ocwen Loan Servicing, LLC.

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“Ocwen Term Loan Agreement” means the Senior Secured Term Loan Facility Agreement, dated as of February 15, 2013, among Ocwen Loan Servicing, as borrower, Ocwen, as parent, certain subsidiaries of Ocwen, as subsidiary guarantors, the lender parties thereto from time to time and Barclays Bank PLC, as administrative agent and as collateral agent.

“Parent SEC Documents” means, collectively, all certificates, reports, forms, statements and other documents (including any amendments, exhibits, schedules and other information incorporated therein) required to be furnished or filed by Parent with the SEC since January 1, 2013, together with any documents furnished or filed with the SEC during such period by Parent.

“Permitted Liens” means, collectively, (i) suppliers’, mechanics’, carriers’, workmen’s, repairmen’s, materialmen’s, warehousemen’s, construction and other similar Liens arising or incurred by operation of law or otherwise incurred in the ordinary course of business; (ii) Liens for Taxes, utilities and other governmental charges that are not due and payable or which are being contested in good faith by appropriate proceedings and for which adequate accruals or reserves have been established in accordance with GAAP; (iii) requirements and restrictions of zoning, building and other applicable Laws and municipal by-laws, and development, site plan, subdivision or other agreements with municipalities that do not materially interfere with the business of the Company and the Company Subsidiaries as currently conducted; (iv) nonexclusive licenses or other non-exclusive grants of rights in Intellectual Property Rights; (v) statutory Liens of landlords for amounts not due and payable or which are being contested in good faith by appropriate proceedings and for which adequate accruals or reserves have been established in accordance with GAAP; (vi) deposits made in the ordinary course of business to secure payments of worker’s compensation, unemployment insurance or other types of social security benefits or the performance of bids, tenders, sales, contracts (other than for the repayment of borrowed money), public or statutory obligations, and surety, stay, appeal, customs or performance bonds, or similar obligations arising in each case in the ordinary course of business; (vii) Liens resulting from securities Laws; (viii) Liens incurred in the ordinary course of business in connection with any purchase money security interests, equipment leases or similar financing arrangements; and (ix) Liens that do not materially detract from the value of such property based upon its current use or interfere in any material respect with the current use, operation or occupancy by the Company or any Company Subsidiary of such property.

“Person” means any natural person, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity or other entity.

“Post-Closing Liabilities” means all liabilities of the Company arising from the business or affairs of the Company and its Representatives (in their capacity as such) from and after the Closing, whether known or unknown, fixed or contingent, or asserted or unasserted.

“Representatives” means with respect to a Person, such Person and its Subsidiaries’ respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives.

“Sale Supplement” means each sale supplement executed in connection with the Master Servicing Rights Purchase Agreement.

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“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“SOX” means the Sarbanes Oxley Act of 2002, as amended.

A “Subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing person or body (or, if there are no such voting interests, more than fifty percent (50%) of the equity interests) of which is owned directly or indirectly by such first Person.

“Taxes” means all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, franchise, value added, net wealth and other taxes, customs, tariffs, imposts, levies, duties, fees or other like assessments or charges imposed by a Governmental Entity, together with all interest, penalties and any other additions imposed with respect to such amounts.

“Tax Returns” means all Tax returns, declarations, statements, reports, schedules, forms and information returns, any amended Tax return and any other document filed or required to be filed with a Governmental Entity relating to Taxes.

“Transaction Documents” means this Agreement, together with the Assignment and Assumption Agreement and Bill of Sale, the Registration Rights Agreement, and the Services Agreement, in each case, including the exhibits, schedules and annexes thereto.

“Transactions” means the transactions contemplated by this Agreement, including the sale and purchase of the Shares and the Purchased Assets, the assumption of the Assumed Liabilities, and the disposition of the NRZ Shares.

Section 8.04Interpretation. When a reference is made in this Agreement to an Article, a Section or an Exhibit, such reference shall be to an Article, a Section or an Exhibit of or to this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning assigned to such term in this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. All pronouns and any variations thereof refer to the masculine, feminine or neuter as the context may require. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended,

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modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Whenever the words “ordinary course of business” are used in this Agreement, they shall be deemed to be followed by the words “consistent with past practice in all material respects.”

Section 8.05Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as either the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party or such party waives its rights under this Section 8.05 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible.

Section 8.06Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile or by email with .pdf attachments, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (electronically or otherwise) to the other parties.

Section 8.07Entire Agreement; No Third-Party Beneficiaries. This Agreement, taken together with the Buyer Disclosure Letter, the Company Disclosure Letter, and the exhibits, schedules and annexes to each of the foregoing (a) constitute the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the Transactions and (b) except for the Company Indemnified Parties with respect to Section 5.02, this Agreement is not intended to confer upon any Person other than the parties any rights or remedies.

Section 8.08Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof, except that the fiduciary or other duties of the Company Board arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands.

Section 8.09Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the other parties; provided that any of the rights, interests and obligations of each Buyer Party may be assigned to any Affiliate of such Buyer Party, provided that no such assignment shall relieve the assigning party of its obligations hereunder. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

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Section 8.10Specific Enforcement; Jurisdiction; Venue. The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement. It is agreed that the parties are entitled to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in clause (a) below, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement or the Transaction Documents or the Transactions or the transaction contemplated by the Transaction Documents in any court other than the aforesaid courts.

Section 8.11Certain Tax Matters.

(a)For the avoidance of doubt, the parties hereto acknowledge and agree that each Buyer shall be permitted, in its sole discretion and to the extent permitted by law, to make elections under Section 338(g) of the Code with respect to any Company Subsidiary. In the event that a Buyer intends to make an election under Section 338(g) of the Code with respect to any of the Company Subsidiaries, Parent or that Buyer shall notify the Company of its intent to make such election(s) within a reasonable time thereafter.

(b)Following the Closing, the Buyers shall cause the Company Subsidiaries to provide to the Company, for each taxable period that ends on or before or includes the Closing Date, such tax information and representations (including such information and representations as are required to be set forth in a PFIC Annual Information Statement pursuant to Treasury Regulation Section 1.1295-1(g)) as is necessary to enable the Company to provide the holders of its ordinary shares with such tax information with respect to the Company and the Company Subsidiaries as is consistent with the past practice of the Company and the Company Subsidiaries, including information and representations to allow such holders to make or maintain a “qualified electing fund” election under Section 1295 of the Code; provided, that the Buyers’ obligation under this Section 8.11(b) to provide tax information and representations with respect to the Company and the Company Subsidiaries is limited to such information that is reasonably available to the Buyers or the Company Subsidiaries.

(c)

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(i)Subject to Section 8.11(c)(ii), no later than sixty (60) Business Days after the Closing Date, Parent shall prepare and deliver to the Company a draft of an allocation of the Aggregate Consideration and Assumed Liabilities among the Purchased Assets and Luxco 1A Shares in a manner consistent with Section 1060 of the Code and the U.S. Treasury regulations promulgated thereunder (the “Allocation”) for the Company’s review and approval. Within thirty (30) days of the Company’s receipt of the draft Allocation, the Company shall notify Parent in writing of any objections to the draft Allocation, in which case Parent and the Company shall negotiate in good faith to resolve any disputed items. If Parent and the Company are not able to resolve any such disputed items, within thirty (30) days of such notice, an accounting firm of national standing mutually acceptable to Parent and the Company (the “Tax Referee”) shall determine the appropriate allocation and revise the Allocation accordingly. If the Company does not respond within thirty (30) days of its initial receipt of the draft Allocation, or upon resolution of the disputed items, the Allocation, as amended for any such resolution, shall be final and binding on the parties hereto. Parent, the Company and their respective Affiliates shall report consistently with the final Allocation in all income Tax Returns, including IRS Form 8594, and Parent and the Company shall timely file such Tax Returns, and none of Parent, the Company, or their respective Affiliates shall take any position in any income Tax Return that is inconsistent with any such final Allocation unless required to do so by final determination as defined in Section 1313 of the Code. Each of Parent, the Company and their respective Affiliates shall promptly advise the others regarding the existence of any Tax audit, controversy or litigation related to the agreed Allocation.

(ii)Without limiting Section 8.11(c)(i), (i) the NRZ Shares, and the Assumed Liabilities (other than the Company Promissory Note), shall, to the extent permitted by applicable Tax law, be allocated to the Luxco 1A Shares (in addition to any additional cash allocated to the Luxco 1A Shares under Section 8.11(c)(i)), and (ii) the parties shall use commercially reasonable efforts and shall reasonably cooperate to determine a final Allocation as soon as reasonably practicable following Closing.

(d)Parent and the Company shall furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records) and assistance relating to the Company and the Company Subsidiaries as is reasonably necessary for the making of an election under Section 338(g) of the Code, the filing of any Tax Return, the preparation for any Tax audit and the prosecution or defense of any claim, suit or proceeding relating to any proposed adjustment in respect of Taxes. Parent and the Company, and their Affiliates, shall retain or cause to be retained all books and records pertinent to the Company and its Subsidiaries until the expiration of the applicable period for assessment under applicable Law (giving effect to any and all extensions or waivers) and shall abide by or cause the abidance with all record retention agreements entered into with any taxing authority.

(e)The Company shall promptly pay or cause to be paid to Parent (or, at Parent’s direction, any Buyer or Company Subsidiary) all refunds of Taxes and interest thereon received by the Company from a taxing authority to the extent such refunds constitute Purchased Assets or relate to any Taxes that constitute (or, had they been owed, would have constituted) Assumed Taxes.

49

(f)All transfer, documentary, sales, use, stamp, registration and other similar Taxes and similar charges incurred in connection with transactions contemplated by this Agreement shall be borne and paid by the Buyers. Parent and the Company shall cooperate to file or cause to be filed all necessary Tax Returns and other documentation with respect to all such Taxes and charges.

(g)If the Company becomes aware of any claim, demand, audit, suit, action, litigation or proceeding for or with respect to any Tax that is or could be an Assumed Tax (a “Tax Contest”), the Company shall reasonably promptly notify Parent of such Tax Contest and shall give Parent such information with respect thereto as Parent may reasonably request; provided, however, that the failure to so notify Parent shall not preclude any Seller Indemnified Party from any indemnification which it may claim in accordance with Article VI, except to the extent that the Indemnifying Party is actually prejudiced thereby. Parent may participate (or cause a Buyer to participate) in and, upon notice to the Company, assume the defense of any Tax Contest (or, to the extent Parent or such Buyer is not permitted by law to participate in or assume the defense of any Tax Contest, Parent or such Buyer shall have the right to direct the Company in the defense of such Tax Contest, which directions the Company shall follow). If Parent or a Buyer assumes such defense, Parent or such Buyer shall have the sole discretion as to the conduct of such defense (including the right to settle, or to direct the Company to settle, such Tax Contest on any terms Parent or such Buyer determines in its discretion). Regardless of whether Parent or a Buyer assumes the defense of any Tax Contest, Parent or a Buyer shall bear the costs and expenses attributable to all Tax Contests.

(h)Except as required by applicable Laws, without the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed), the Company shall not amend any Tax Return if such Tax Return relates to any Taxes that are or could be Assumed Taxes.

(i)The Company shall prepare or cause to be prepared all Tax Returns with respect to the Company, which shall be prepared in a manner consistent with past practice. At least forty (40) days prior to the due date (taking to account applicable extensions) for any such Tax Return that relates to any Taxes that are or could be Assumed Taxes, the Company shall provide such Tax Return to Parent for its review and comment, and the Company shall accept any comments to such Tax Return made by Parent in good faith within twenty-five (25) days following the Parent’s receipt of such Tax Return.

(j)The covenants and agreements of this Section 8.11 shall survive the Closing indefinitely.

Section 8.12WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, OR THE TRANSACTIONS OR THE TRANSACTIONS CONTEMPLATED BY THE OTHER TRANSACTION DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

50

OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) MAKES THIS WAIVER VOLUNTARILY AND (C) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS Section 8.12.

[Remainder of page intentionally left blank]

51

IN WITNESS WHEREOF, the Company and each Buyer Party have duly executed this Agreement, all as of the date first written above.

HOME LOAN SERVICING SOLUTIONS, LTD.

By:     __________________________________

Name:

Title:

HLSS MSR-EBO ACQUISITION LLC,

By:     __________________________________

Name:

Title:

HLSS ADVANCES ACQUISITION CORP.

By:     __________________________________

Name:

Title:

NEW RESIDENTIAL INVESTMENT CORP.

By:     __________________________________

Name:

Title:

52

INDEX OF DEFINED TERMS

TermSection

$    Section 8.04

Affiliate    Section 8.03

Aggregate Consideration    Section 2.02

Agreement    Preamble

Allocation    Section 8.11(c)(i)

Altisource    Section 8.03

Assignment and Assumption Agreement and Bill of Sale    Section 2.03(g)

Assumed Contracts    Section 1.02(a)

Assumed Liabilities    Section 1.04

Assumed Taxes    Section 8.03

Business Day    Section 8.03

Buyer Boards    Section 8.03

Buyer Disclosure Letter    Article III

Buyer Indemnified Parties    Section 6.01(a)

Buyer Material Adverse Effect    Section 8.03

Buyer Parties    Preamble

Buyers    Preamble

Cash and Cash Equivalents    Section 1.03

Cash Purchase Price    Section 2.02

Closing    Section 2.01

Closing Cash Purchase Price    Section 2.02

Closing Date    Section 2.01

Code    Section 8.03

Company    Preamble

Company Affiliate Transaction    Section 4.18(a)

Company Articles    Section 8.03

Company Benefit Plan    Section 8.03

Company Board    Section 8.03

Company Disclosure Letter    Article IV

Company Employee    Section 5.05(a)

Company Financial Advisor    Section 4.22

Company Form 10-K    Section 2.03(f)

Company Indemnified Parties    Section 5.02(a)

Company Material Adverse Effect    Section 8.03

Company Permits    Section 4.11(b)

Company Promissory Note    Section 5.08(d)

Company SEC Documents    Section 4.06(a)

Company Share Option    Section 8.03

Company Shares    Section 8.03

Company Subsidiary    Section 8.03

Company Voting Debt    Section 4.03(b)

Company’s Paying Agent    Section 5.20

Consent    Section 3.03(b)

Consents    Section 3.03(b)

53

Contract    Section 3.03(a)

Critical Covenant Breach    Section 5.19(c)

Dividend Amount    Section 5.20

DOJ    Section 8.03

dollars    Section 8.04

Environmental Claim    Section 4.12(f)(i)

Environmental Laws    Section 4.12(f)(ii)

ERISA    Section 8.03

ERISA Affiliate    Section 8.03

Exchange Act    Section 8.03

Excluded Assets    Section 1.03

Excluded Contract    Section 4.13(b)(x)

Excluded Liabilities    Section 1.05

Filed Company Contract    Section 4.13(a)

Filed Company SEC Documents    Article IV

Filed Parent SEC Documents    Article III

Former Merger Agreement    Recitals

GAAP    Section 4.06(b)

Governmental Entity    Section 3.03(b)

Hazardous Substance    Section 4.12(f)(iii)

HLSS    Section 1.02(b)

HLSS Advances    Preamble

HLSS Mark    Section 1.02(b)

HLSS MSR-EBO    Preamble

Improvements    Section 4.14(c)

Indebtedness    Section 8.03

Indemnifying Party    Section 6.02(a)

Intellectual Property Rights    Section 8.03

Intercompany Accounts    Section 5.08(c)

Investment Company Act    Section 4.21

IRS    Section 2.04(d)

Judgment    Section 3.03(a)

Knowledge    Section 8.03

Law    Section 3.03(a)

Leased Real Property    Section 4.14(b)

Liens    Section 8.03

Litigation    Section 5.03(a)

Losses    Section 6.01(a)

Luxco 1A    Recitals

Luxco 1A Share Consideration    Section 2.02

Luxco 1A Shares    Recitals

Luxco 1B    Recitals

Luxco 1B Shares    Recitals

Master Servicing Rights Purchase Agreement    Section 8.03

Material Contract    Section 4.13(b)(xi)

Maximum Amount    Section 5.02(c)

54

Merger Sub    Recitals

NASDAQ    Section 8.03

New Merger Agreement    Section 5.10(a)

NRZ Common Stock    Section 3.08(b)

NRZ Share Consideration    Section 2.02

NRZ Shares    Section 2.02

NYSE    Section 8.03

Ocwen    Section 8.03

Ocwen Loan Servicing    Section 8.03

Ocwen Term Loan Agreement    Section 8.03

Parent    Preamble

Parent Charter    Section 5.15

Parent SEC Documents    Section 8.03

Permit    Section 3.03(b)

Permits    Section 3.03(b)

Permitted Liens    Section 8.03

Person    Section 8.03

Plan of Complete Liquidation and Dissolution    Section 5.14

Post-Closing Liabilities    Section 8.03

Purchased Assets    Section 1.02

Purchased Assets Purchase Price    Section 2.02

Real Estate Leases    Section 4.14(b)

Registered Intellectual Property Rights    Section 4.15(a)

Registration Rights Agreement    Section 5.10(c)

Related Person    Section 4.18(c)

Release    Section 4.12(f)(iv)

Repayment    Section 2.01

Representatives    Section 8.03

Sale Supplement    Section 8.03

SEC    Section 8.03

Securities Act    Section 8.03

Seller Indemnified Parties    Section 6.01(a)

Services Agreement    Section 5.10(b)

Shares    Recitals

SOX    Section 8.03

Subsidiary    Section 8.03

Tax Contest    Section 8.11(g)

Tax Referee    Section 8.11(c)(i)

Tax Returns    Section 8.03

Taxes    Section 8.03

Third Party Claim    Section 6.02(a)

Transaction Documents    Section 8.03

Transactions    Section 8.03

Transferred Subsidiaries    Section 4.02(a)

55

EX-2.2

Exhibit 2.2

PLAN OF COMPLETE LIQUIDATION
AND DISSOLUTION
OF
HOME LOAN SERVICING SOLUTIONS, LTD.

The following Plan of Complete Liquidation and Dissolution (the “Plan”) of Home Loan Servicing Solutions, Ltd. (the “Company”), a Cayman Islands exempted company that is treated as a corporation for U.S. federal income tax purposes, shall be effective ( the “Effective Date”) upon its adoption by the board of directors of the Company (the “Board of Directors”):

The Company will preserve and realize (through sales and otherwise, directly or indirectly) the values of its properties and will proceed toward the winding up of its affairs and the distribution of its assets in one or a series of distributions in accordance with the Plan.

The Company will sell substantially all of its assets pursuant to the Share and Asset Purchase Agreement substantially in the form attached hereto as Schedule A (the “Purchase Agreement”), dated as of April 6, 2015 by and between the Company, New Residential Investment Corp. (“NRZ”), HLSS MSR-EBO Acquisitions LLC (“HLSS MSR-EBO Acquisitions LLC”) and HLSS Advances Acquisition Corp. (“HLSS Advances Acquisition Corp.”) in exchange for cash and newly issued shares of common stock of NRZ (the “NRZ Stock”). Promptly following the receipt of the NRZ Stock pursuant to the Purchase Agreement, the Company will seek to dispose of the NRZ Stock in an offering registered under the Securities Act of 1933, as amended. HLSS Advances Acquisition Corp. will assume all liabilities of the Company other than the Excluded Liabilities (as such term is defined in the Purchase Agreement).

Concurrently with the closing of the transactions contemplated by the Purchase Agreement, the Company will enter into (x) the Agreement and Plan of Merger substantially in the form attached hereto as Schedule B (the “Merger Agreement”), by and between the Company, NRZ and Hexagon Merger Sub, Ltd. (“Merger Sub”) that contemplates that, subject to obtaining shareholder approval, the Company will merge with and into Merger Sub pursuant to which the separate corporate existence of the Company shall cease (the “Merger”), (y) the Services Agreement substantially in the form attached hereto as Schedule C (the “Services Agreement”) pursuant to which NRZ will provide services to the Company in furtherance of this Plan prior to the Merger and (z) the Registration Rights Agreement substantially in the form attached hereto as Schedule D (the “Registration Rights Agreement”) pursuant to which the Company will have certain registration rights with respect to the NRZ Stock received pursuant to the Purchase Agreement (see paragraph 2 above).

1

Promptly following the closing of the transactions contemplated by the Purchase Agreement, the Company will pay all liabilities of the Company that are then due and owing and make a liquidating distribution to the shareholders of the Company consisting of (i) the cash received pursuant to the Purchase Agreement and the net proceeds from the sale of the NRZ Stock, less (ii) amounts used to pay the liabilities of the Company and less a reserve in the amount of $50 million (the “Cash Reserve”) that will be held by the Company at the discretion of the Board of Directors to ensure that the Company will be able to meet known and unknown liabilities up to the date of the consummation of the Merger or, if the Merger is not consummated, the date of the final liquidating distribution after settlement of the Liabilities (defined below) and to ensure that the Company has available resources in the event that it is necessary to enforce against third parties any contractual or other rights of the Company or its officers or directors.

The Company intends that the transactions contemplated by this Plan shall constitute a complete liquidation of the Company within the meaning of Section 331 of the Internal Revenue Code of 1986, as amended (the “Code”) and this Plan shall constitute a “plan of liquidation” for such purposes.

All known or ascertainable debts, liabilities and obligations (the “Liabilities”) of the Company shall be paid or provided for before any distribution of assets of the Company. In particular, it is anticipated that the Company will remain responsible for all Post-Closing Liabilities (as defined in the Purchase Agreement) up to the earlier of (x) the consummation of the Merger, and (y) the completion of the winding-up of the Company in accordance with the Companies Law of the Cayman Islands (the “Winding-Up”).

As promptly as practicable after the payment or provision for the Liabilities, all assets of the Company, less the Cash Reserve retained to pay the Post-Closing Liabilities, shall be distributed to the shareholders of the Company in accordance with the terms of the Plan, as determined by the Board of Directors, or any duly-authorized delegee, in its sole discretion.

In the event the Merger is not consummated and the Merger Agreement has been terminated in accordance with Section 8.01 thereof, at such time as the Board of Directors or any duly-authorized delegee may determine that all Liabilities of the Company whatsoever have been paid or otherwise provided for and that there is no further need for the retention of any assets to pay the Liabilities, the Board of Directors or any duly-authorized delegee may authorize the distribution of cash or other assets remaining to the shareholders of the Company in conjunction with the completion of the Winding-Up. The liquidator of the Company or any duly-authorized delegee may authorize the distribution of cash and other remaining assets to a liquidating trust on behalf of the shareholders of the Company. Upon completion of the Winding-Up, in accordance with the Companies law of the Cayman Islands, the corporate existence of the Company will cease and all of the stock of the Company will be cancelled.

2

Within thirty (30) days after the Effective Date, the officers of the Company shall file a United States Treasury Form 966 (attaching a certified copy of this Plan), pursuant to Section 6043 of the Code, and otherwise comply with applicable law governing the complete liquidation of the Company.

From and after the Effective Date, the Company shall cease all business activities and not engage in any new business activities other than such activities that the Board of Directors or any duly-authorized delegee may consider necessary or appropriate to enforce against third parties any contractual or other rights of the Company or its officers and directors and carry out the provisions of the Plan in anticipation of the formal winding up and dissolution of the Company.

3

IN WITNESS WHEREOF, the undersigned have executed this Plan of Complete Liquidation and Dissolution as of this _____ day of __________, 2015.

Home Loan Servicing Solutions, Ltd.

By:

Name:

Title:

4

EX-2.3

Exhibit 2.3

AGREEMENT AND PLAN OF MERGER

Dated as of April 6, 2015

among

HOME LOAN SERVICING SOLUTIONS, LTD.,

NEW RESIDENTIAL INVESTMENT CORP.

and

HEXAGON MERGER SUB, LTD.

TABLE OF CONTENTS
		Page
ARTICLE I
The Merger
Section 1.01	The Merger	1
Section 1.02	Closing	2
Section 1.03	Effective Time	2
Section 1.04	Effects	2
ARTICLE II
Effect on the Share Capital of the Constituent Entities; Exchange of Company Shares
Section 2.01	Effect on Share Capital	2
Section 2.02	Exchange of Company Shares	4
Section 2.03	Dissenters’ Rights	5
ARTICLE III
Representations and Warranties of Parent and Merger Sub
Section 3.01	Organization, Standing and Power	6
Section 3.02	Authority; Execution and Delivery; Enforceability	7
Section 3.03	No Conflicts; Consents	7
Section 3.04	Information Supplied	8
Section 3.05	Litigation	8
Section 3.06	Brokers’ Fees and Expenses	9
Section 3.07	Merger Sub	9
Section 3.08	No Other Representations or Warranties	9
ARTICLE IV
Representations and Warranties of the Company
Section 4.01	Organization, Standing and Power	10
Section 4.02	No Company Subsidiaries	10
Section 4.03	Capital Structure	10
Section 4.04	Authority; Execution and Delivery; Enforceability	11
Section 4.05	No Conflicts; Consents	12
Section 4.06	SEC Documents; Undisclosed Liabilities	13
Section 4.07	Information Supplied	14
Section 4.08	Intentionally Omitted	15
Section 4.09	Litigation	15

i

Section 4.10	Compliance with Applicable Laws	15
Section 4.11	Contracts	16
Section 4.12	Affiliated Transactions	16
Section 4.13	Investment Company Act of 1940	16
Section 4.14	Brokers’ Fees and Expenses	16
ARTICLE V
Covenants
Section 5.01	Covenant Not to Conduct Business	17
ARTICLE VI
Additional Agreements
Section 6.01	Preparation of the Proxy Statement; Company Shareholders Meeting	17
Section 6.02	Access to Information; Confidentiality	19
Section 6.03	Efforts to Consummate	19
Section 6.04	Indemnification, Exculpation and Insurance	20
Section 6.05	Section 16 Matters	21
Section 6.06	Public Announcements	21
Section 6.07	Merger Sub and Parent Subsidiaries	22
Section 6.08	Takeover Statute; Rights Agreement	22
Section 6.09	Director Resignation	22
Section 6.10	NASDAQ Delisting	22
Section 6.11	Litigation; Other Matters	22
Section 6.12	Company Plan Terminations	23
ARTICLE VII
Conditions Precedent
Section 7.01	Conditions to Each Party’s Obligation to Effect the Merger	23
Section 7.02	Conditions to Obligations of the Company	23
Section 7.03	Conditions to Obligation of Parent and Merger Sub	24
ARTICLE VIII
Termination, Amendment and Waiver
Section 8.01	Termination	24
Section 8.02	Effect of Termination	26
Section 8.03	Fees and Expenses	26
Section 8.04	Amendment	26
Section 8.05	Extension; Waiver	26
Section 8.06	Procedure for Termination, Amendment, Extension or Waiver	26

ii

ARTICLE IX
General Provisions
Section 9.01	Nonsurvival of Representations and Warranties	26
Section 9.02	Notices	27
Section 9.03	Definitions	28
Section 9.04	Interpretation	31
Section 9.05	Severability	31
Section 9.06	Counterparts	31
Section 9.07	Entire Agreement; No Third-Party Beneficiaries	31
Section 9.08	Governing Law	32
Section 9.09	Assignment	32
Section 9.10	Specific Enforcement; Jurisdiction; Venue	32
Section 9.11	Certain Tax Matters	32
Section 9.12	WAIVER OF JURY TRIAL	33
Appendix 1	Form of Cayman Plan of Merger

iii

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 6, 2015, by and among Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (the “Company”), New Residential Investment Corp., a Delaware corporation (“Parent”), and Hexagon Merger Sub, Ltd., a Cayman Islands exempted company and a direct or indirect wholly owned Subsidiary of Parent (“Merger Sub,” and collectively, with the Company and Parent, the “Parties”).

WHEREAS, concurrently with the execution hereof, the Company, Parent and certain wholly owned Subsidiaries of Parent (the “Parent Acquiring Subsidiaries”) entered into that certain Share and Asset Purchase Agreement (“Share and Asset Purchase Agreement”) pursuant to which the Parent Acquiring Subsidiaries agreed to purchase and the Company agreed to sell substantially all of the assets of the Company;

WHEREAS, the Company, Parent and Merger Sub desire to effect the Merger, pursuant to which the Company shall be merged with and into Merger Sub, with Merger Sub surviving the Merger upon the terms and subject to the conditions set forth in this Agreement and in accordance with the Companies Law (2013 Revision) of the Cayman Islands (the “Cayman Companies Law”), Merger Sub Memorandum and Merger Sub Articles, and each Company Share issued and outstanding immediately prior to the Merger shall be converted into the right to receive the Merger Consideration (defined below);

WHEREAS, the Company Board, the Parent Board and the Merger Sub Board each have approved this Agreement, determined that the terms of this Agreement are in the best interests of the Company, Parent or Merger Sub, as applicable, and their respective shareholders, and declared the advisability of this Agreement and the transactions contemplated hereby;

WHEREAS, the Company Board and the Merger Sub Board have recommended adoption and approval of this Agreement by their respective shareholders; and

WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties and covenants herein and intending to be legally bound, the parties hereto agree as follows:

ARTICLE I

The Merger

Section 1.01The Merger. On the terms and subject to the conditions set forth in this Agreement, and in accordance with the Cayman Companies Law, on the Closing Date, the Company shall be merged with and into Merger Sub (the “Merger”). At the Effective Time, the separate corporate existence of the Company shall cease and Merger Sub shall continue as the surviving company in the Merger (the “Surviving Company”).

1

Section 1.02Closing. The closing (the “Closing”) of the Merger shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 at 10:00 a.m., New York City time, on a date to be specified by the Company and Parent, which shall be no later than the second (2^nd) Business Day following the satisfaction or (to the extent permitted by Law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions); provided, however, that the Closing shall in no event occur prior to the sooner of (x) the date that the Company disposes of or sells the last of the NRZ Shares (as defined in the Share and Asset Purchase Agreement) held by the Company and (y) the date that is ninety (90) days following the date of this Agreement, in each case, subject to the satisfaction or (to the extent permitted by Law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted by Law) waiver of those conditions), or at such other place, time and date as shall be agreed in writing between the Company and Parent. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.”

Section 1.03Effective Time. Subject to the provisions of this Agreement, Parent, Merger Sub and the Company shall execute a plan of merger (the “Cayman Plan of Merger”) substantially in the form contained in Appendix 1 hereto and shall file the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law with the Registrar of Companies of the Cayman Islands as provided in section 233 of the Cayman Companies Law on the Closing Date. The Merger shall become effective at the time when the Cayman Plan of Merger has been registered by the Registrar of Companies of the Cayman Islands or such later time as Merger Sub and the Company may agree and specify in the Cayman Plan of Merger in accordance with the Cayman Companies Law (the “Effective Time”).

Section 1.04Effects. The Merger shall have the effects specified in the Cayman Companies Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, the Surviving Company shall succeed to and assume all the rights, property of every description, including choses in action, and the business, undertaking, goodwill benefits, immunities and privileges, mortgages, charges or security interests and all contracts, obligations, claims, debts and liabilities of Merger Sub and the Company in accordance with the Cayman Companies Law.

ARTICLE IIEffect on the Share Capital of the Constituent Entities; Exchange of Company Shares

Section 2.01Effect on Share Capital. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any ordinary shares, par value $0.01 per share, of the Company (the “Company Shares”) or any ordinary shares, par value $0.01 per share, of Merger Sub (the “Merger Sub Shares”) or any other Person:

2

(a)Conversion of Merger Sub Shares. Each Merger Sub Share issued and outstanding immediately prior to the Effective Time shall be converted into one (1) fully paid and nonassessable ordinary share, par value $0.01 per share, of the Surviving Company with the same rights, powers and privileges as the shares so converted. From and after the Effective Time, any certificates evidencing Merger Sub Shares shall be deemed for all purposes to represent the number of shares of the Surviving Company into which they were converted in accordance with the immediately preceding sentence.

(b)Cancellation of Treasury Shares and Parent-Owned Shares; Conversion of Subsidiary-Owned Shares.

(i)Each Company Share that is owned by the Company as treasury stock and each Company Share that is owned directly by Parent or Merger Sub immediately prior to the Effective Time shall no longer be outstanding and shall automatically be canceled and shall cease to exist or have any rights with respect thereto, and no consideration shall be delivered in exchange therefor.

(ii)Each Company Share that is owned by any direct or indirect wholly owned Subsidiary of Parent (other than Merger Sub) or of Merger Sub shall be converted into such number of shares of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time.

(c)Conversion of Company Shares. Subject toSections 2.02and2.03, each Company Share issued and outstanding immediately prior to the Effective Time (other than shares to be canceled or converted into shares of the Surviving Company in accordance withSection 2.01(b)and Dissenting Shares) shall be converted automatically into the right to receive (x) in the event that the NRZ Shares (as defined in the Share and Asset Purchase Agreement) have all been sold by the Company prior to the Closing Date (as determined in accordance withSection 1.02), $0.704059 in cash or (y) in the event that all or a portion of the NRZ Shares (as defined in the Share and Asset Purchase Agreement) have not been sold by the Company prior to the Closing Date (as determined in accordance withSection 1.02), $0.704059 in cash plus the Net NRZ Share Consideration in cash, in each case, without interest (the “Merger Consideration”). All such Company Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist and the register of members of the Company will be amended accordingly and each holder of a Company Share that is in registered form shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Company Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of Company Shares will be appropriately adjusted to provide to the holders of Company Shares the same economic effect as contemplated by this Agreement prior to such event. As provided inSection 2.02(h), the right of any holder of a Company Share to receive the Merger Consideration shall be subject to and reduced by the amount of any required withholding under applicable Tax Law.

3

Section 2.02Exchange of Company Shares.

(a)Paying Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as paying agent (the “Paying Agent”) for the payment and delivery of the Merger Consideration. At or prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent, for the benefit of the holders of Company Shares, for payment in accordance with thisArticle IIthrough the Paying Agent, cash sufficient to pay the Merger Consideration. All such cash deposited with the Paying Agent is hereinafter referred to as the “Payment Fund.”

(b)Letter of Transmittal. As promptly as reasonably practicable after the Effective Time (and in any event within three (3) Business Days after the Effective Time), the Surviving Company shall cause the Paying Agent to mail to each holder of record of Company Shares a form of letter of transmittal (the “Letter of Transmittal”) (which shall be in such customary form and have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in registered form) as Parent may specify subject to the Company’s reasonable approval), together with instructions thereto.

(c)Merger Consideration Received in Connection with Exchange. Upon the receipt of an “agent’s message” by the Paying Agent, in each case together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such shares shall be entitled to receive in exchange therefor the Merger Consideration into which such Company Shares have been converted pursuant toSection 2.01. In the event of a transfer of ownership of Company Shares that is not registered in the register of members of the Company, the Merger Consideration may be paid to a transferee if the proper evidence of such transfer is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by thisSection 2.02(c), each Company Share shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holders of Company Shares are entitled to receive in respect of such shares pursuant to thisSection 2.02(c). No interest shall be paid or shall accrue on the cash payable upon surrender of any Company Shares held in registered form.

(d)No Further Ownership Rights in Company Shares. The Merger Consideration paid in accordance with the terms of thisArticle IIupon conversion of any Company Shares shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Company Shares. From and after the Effective Time, there shall be no further registration of transfers on the register of members of the Surviving Company of Company Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Company Shares held in registered form are presented to Parent or the Paying Agent for any reason, they shall be canceled and exchanged as provided in thisArticle II.

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(e)Termination of Payment Fund. Any portion of the Payment Fund (including any and all interest and other proceeds received with respect thereto) that remains undistributed to the holders of Company Shares for one (1) year after the Effective Time shall be delivered to Parent, and any holder of Company Shares who has not theretofore complied with thisArticle IIshall thereafter look only to Parent for payment of its claim for Merger Consideration without any interest thereon.

(f)No Liability. None of the Company, the Surviving Company, Parent, Merger Sub or the Paying Agent shall be liable to any Person in respect of any portion of the Payment Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any portion of the Payment Fund which remains undistributed to the holders of Company Shares for two (2) years after the Effective Time (or immediately prior to such earlier date on which the Payment Fund would otherwise escheat to, or become the property of, any Governmental Entity), shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

(g)Investment of Payment Fund. The Paying Agent shall invest any cash in the Payment Fund if and as directed by Parent. Any interest and other income resulting from such investments shall be paid to, and be the property of, Parent. No investment losses resulting from investment of the Payment Fund shall diminish the rights of any of the Company’s shareholders to receive the Merger Consideration or any other payment as provided herein.

(h)Withholding Rights. Each of Parent, the Company, the Surviving Company and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under applicable Tax Law;providedthat Parent shall notify the Company of any amounts that Parent reasonably believes are required to be deducted and withheld from the consideration payable to the holders of the Company Shares ten (10) days prior to the Closing Date (or as soon as reasonably practicable thereafter), and the parties hereto shall cooperate in good faith to attempt to minimize any such amounts required to be deducted and withheld. Amounts so withheld and paid over to the appropriate taxing authority shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Section 2.03    Dissenters’ Rights. No Person who has validly exercised such Person’s dissenting rights pursuant to section 238 of the Cayman Companies Law shall be entitled to receive the Merger Consideration as provided in Section 2.01(c) with respect to Company Shares owned by such Person (“Dissenting Shares”) unless and until such Person shall have effectively withdrawn its dissent or lost such Person’s dissenting rights under the Cayman Companies Law. If a holder of Dissenting Shares effectively withdraws its dissent or loses its dissenting rights pursuant to section 238 of the Cayman Companies Law with respect to any Dissenting Shares, such Company Shares shall cease to be Dissenting Shares. Each Dissenting Share shall be cancelled at the Effective Time and holders of Dissenting Shares shall not be entitled to receive the Merger Consideration with respect to their Company Shares and shall instead be entitled to receive only the payment resulting from the procedure in section 238 of the Cayman Companies

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Law with respect to their shares; provided, however, that all Dissenting Shares held by shareholders who shall have effectively withdrawn or lost their dissenting rights under the Cayman Companies Law shall cease to be Dissenting Shares and shall be deemed to have been cancelled in consideration for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, in the manner provided in Section 2.01(c), and Parent shall promptly deposit or cause to be deposited with the Paying Agent any additional funds necessary to pay in full the Merger Consideration so due and payable to such shareholders. The Company shall promptly give Parent (i) copies of notices of objection, notices of dissent, any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company shareholders’ rights of dissent and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to any demand for appraisal under the Cayman Companies Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any shareholders of the Company pursuant to section 238(2) of the Cayman Companies Law, the Company shall serve written notice of the authorization of the Merger on such shareholders pursuant to section 238(4) of the Cayman Companies Law within twenty (20) days of obtaining the Company Shareholder Approval at the Company Shareholders Meeting.

ARTICLE IIIRepresentations and Warranties of Parent and Merger Sub

Parent and Merger Sub jointly and severally represent and warrant to the Company that the statements contained in this Article III are true and correct except as set forth in the disclosure letter delivered by Parent to the Company at or before the execution and delivery by Parent and Merger Sub of this Agreement (the “Parent Disclosure Letter”). The Parent Disclosure Letter shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article III and the disclosure in any section shall be deemed to qualify any other section in this Article III to the extent that it is reasonably apparent from the text of such disclosures that such disclosure also qualifies or applies to such other section.

Section 3.01Organization, Standing and Power. Each of Parent and Merger Sub is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is organized and has all corporate power and authority required to execute and deliver this Agreement and to consummate the Merger and the other transactions contemplated hereby and to perform each of its obligations hereunder. Each of Parent and Merger Sub is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed, individually or in the aggregate, has not had a Parent Material Adverse Effect. Parent has made available to the Company, prior to execution of this Agreement, true and complete copies of (a) the certificate of incorporation of Parent in effect as of the date of this Agreement and the by-laws of Parent in effect as of the date of this Agreement and (b) the constituent documents of Merger Sub.

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Section 3.02Authority; Execution and Delivery; Enforceability.

(a)Each of Parent and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement. Merger Sub has all necessary corporate power and authority to execute and deliver the Cayman Plan of Merger and to consummate the transactions contemplated thereby. The Parent Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of Parent was present, (i) approving the execution, delivery and performance of this Agreement and (ii) determining that entering into this Agreement is in the best interests of Parent and its stockholders. As of the date of this Agreement, such resolutions have not been amended or withdrawn. The Merger Sub Board has unanimously adopted resolutions (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that the terms of this Agreement and the Cayman Plan of Merger are in the best interests of Merger Sub and Parent, as its sole shareholder, (iii) declaring this Agreement advisable and (iv) recommending that Parent, as sole shareholder of Merger Sub, adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement be submitted to Parent, as sole shareholder of Merger Sub, for adoption. As of the date of this Agreement, such resolutions have not been amended or withdrawn. Parent, as sole shareholder of Merger Sub, has adopted this Agreement and the Cayman Plan of Merger. No other corporate action on the part of Parent or Merger Sub is necessary to authorize, adopt or approve, as applicable, this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). Each of Parent and Merger Sub has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

(b)No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement.

Section 3.03No Conflicts; Consents.

(a)The execution and delivery by each of Parent and Merger Sub of this Agreement does not, and the performance by each of Parent and Merger Sub of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or share capital or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of Parent or Merger Sub under, any provision of (i) the governing or organizational documents of Parent or Merger Sub, (ii) any contract, lease, license, indenture, note, bond, agreement, understanding, undertaking, concession, franchise or other instrument (in each case, to the extent legally binding on the parties thereto) (a “Contract”) to which either Parent or Merger Sub is a party or by which any of their respective properties or assets is bound or (iii) subject to the filings and other matters

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referred to inSection 3.03(b), any judgment, injunction, ruling, award, order or decree (“Judgment”) or statute, law (including common law), ordinance, rule, code or regulation (“Law”), in each case, applicable to Parent or Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had a Parent Material Adverse Effect.

(b)No governmental franchises, licenses, permits, authorizations, variances, exemptions, registrations, certificates, orders and approvals (each a “Permit” and collectively, the “Permits”), consent, approval, clearance, waiver or order (collectively, with the Permits, the “Consents” and each, a “Consent”) of or from, or registration, declaration, notice or filing made to or with, any federal, national, state, provincial or local, whether domestic, foreign or supranational government or any court of competent jurisdiction, administrative agency or commission or other governmental authority or instrumentality, whether domestic, foreign or supranational (a “Governmental Entity”), is required to be obtained or made by or with respect to Parent or Merger Sub in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in definitive form, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement, (ii) the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law with the Registrar of Companies of the Cayman Islands and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the Company are qualified to do business, (iii) compliance with the NYSE and NASDAQ rules and regulations and (iv) such other matters that, individually or in the aggregate, have not had a Parent Material Adverse Effect.

Section 3.04Information Supplied. None of the information supplied or to be supplied in writing on behalf of Parent or Merger Sub expressly for inclusion or incorporation by reference in the Proxy Statement will, at the date the Proxy Statement is first mailed to the Company’s shareholders or at the time of the Company Shareholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. No representation is made by Parent or Merger Sub with respect to any statements made or incorporated by reference in the Proxy Statement, other than information supplied in writing on behalf of Parent or Merger Sub expressly for inclusion or incorporation by reference therein.

Section 3.05Litigation. There is no suit, action, arbitration or other proceeding pending or, to the Knowledge of Parent, threatened, against Parent or Merger Sub, in each case, as of the date of this Agreement, that, individually or in the aggregate, has had a Parent Material Adverse Effect, nor is there any Judgment outstanding against or, investigation by any Governmental Entity pending or, to the Knowledge of the Parent, threatened, involving Parent or Merger Sub that, individually or in the aggregate, has had a Parent Material Adverse Effect.

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Section 3.06Brokers’ Fees and Expenses. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Merger Sub.

Section 3.07Merger Sub. Parent (or a direct or indirect wholly owned Subsidiary of Parent) is the sole shareholder of Merger Sub. Since its date of incorporation, Merger Sub has not carried on any business nor conducted any operations other than the execution of this Agreement, the performance of its obligations hereunder and matters ancillary thereto.

Section 3.08No Other Representations or Warranties. Except for the representations and warranties contained in this Article III or in any certificate delivered by Parent or Merger Sub to the Company in accordance with the terms hereof, the Company acknowledges that none of Parent, Merger Sub or any other Person on behalf of Parent makes any other express or implied representation or warranty in connection with the transactions contemplated by this Agreement.

ARTICLE IVRepresentations and Warranties of the Company

The Company represents and warrants to Parent and Merger Sub that the statements contained in this Article IV are true and correct except (i) as set forth in all certificates, reports, forms, statements and other documents (including any amendments, exhibits, schedules and other information incorporated therein) required to be furnished or filed by the Company with the SEC since January 1, 2013 (such documents, together with any documents furnished or filed with the SEC during such period by the Company, but excluding the Proxy Statement, being collectively referred to as the “Company SEC Documents”) (including any amendments thereto) filed and publicly available after January 1, 2014 and prior to the date of this Agreement (the “Filed Company SEC Documents”) (provided that nothing disclosed in such Filed Company SEC Documents shall be deemed to be a qualification of or modification to the representations and warranties set forth in Section 4.01, 4.02, 4.03, 4.04, 4.05 and 4.14 excluding any disclosures in the Filed Company SEC Documents under the headings “Risk Factors” or “Forward-Looking Statements” or any other disclosures or risks therein to the extent that such disclosures are similarly cautionary, non-specific, predictive or forward-looking in nature, or (ii) as set forth in the disclosure letter delivered by the Company to Parent at or before the execution and delivery by the Company of this Agreement (the “Company Disclosure Letter”). The Company Disclosure Letter shall be arranged in numbered and lettered sections corresponding to the numbered and lettered sections contained in this Article IV and the disclosure in any section shall be deemed to qualify any other section in this Article IV to the extent that it is reasonably apparent from the text of such disclosures that such disclosure also qualifies or applies to such other section.

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Section 4.01Organization, Standing and Power. The Company is duly organized, validly existing and in good standing (with respect to jurisdictions that recognize the concept of good standing) under the laws of the jurisdiction in which it is organized (in the case of good standing, to the extent such jurisdiction recognizes such concept), except, in the case of the Company Subsidiaries where the failure to be so organized, exist or be in good standing, has not had, individually or in the aggregate, a Company Material Adverse Effect. The Company has all requisite power and authority to conduct its businesses as presently conducted, except where the failure to have such power or authority, individually or in the aggregate, has not had a Company Material Adverse Effect. The Company is duly qualified or licensed to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties make such qualification necessary, other than in such jurisdictions where the failure to be so qualified or licensed has not had, individually or in the aggregate, a Company Material Adverse Effect. The Company has made available to Parent, prior to execution of this Agreement, true and complete copies of (a) the Amended and Restated Memorandum of Association of the Company in effect as of the date of this Agreement (the “Company Memorandum”) and (b) the Amended and Restated Articles of Association of the Company in effect as of the date of this Agreement (the “Company Articles”). The Company is not in violation of the Company Memorandum or Company Articles.

Section 4.02No Company Subsidiaries. The Company does not own, directly or indirectly, any share capital or voting securities of, or other equity interests in, or any interest convertible into or exchangeable or exercisable for, any share capital or voting securities of, or other equity interests in, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity.

Section 4.03Capital Structure.

(a)The authorized share capital of the Company consists of 200,000,000 Company Shares. At the close of business on April 3, 2015, 71,016,771 Company Shares were issued and outstanding. Except as set forth in thisSection 4.03(a), at the close of business on April 3, 2015, no share capital or voting securities of, or other equity interests in, the Company were issued, reserved for issuance or outstanding. From the close of business on April 3, 2015 to the date of this Agreement, there have been no issuances by the Company of share capital or voting securities of, or other equity interests in, the Company. Except as set forth inSection 4.03(a)of the Company Disclosure Letter, there is no secured Indebtedness of the Company outstanding that would give rise to a consent right of a secured creditor under the Cayman Companies Law.

(b)All outstanding Company Shares are, duly authorized, validly issued, fully paid and nonassessable and not subject to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Cayman Companies Law, the Company Articles or any Contract to which the Company is a party or otherwise bound. All grants of equity awards or other rights with respect to Company Shares to current or former directors, officers, employees, agents or consultants of the Company have been made in accordance with the terms of the Company’s 2013 Equity Incentive Plan and award agreements thereunder and any policy of the Company or the Board of Directors of the Company (the “Company Board”) (including any committee thereof), the Exchange Act and all other applicable Laws, including the rules of NASDAQ, relating to the grant of such awards or rights. Except as set forth above in thisSection 4.03,

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there are not issued, reserved for issuance or outstanding, and there are not any outstanding obligations of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, (x) any share capital or voting securities of, or other equity interests in, the Company or any securities of the Company convertible into or exchangeable or exercisable for shares of share capital or voting securities of, or other equity interests in, the Company, (y) any warrants, calls, options or other rights to acquire from the Company, or any other obligation of the Company to issue, deliver or sell, or cause to be issued, delivered or sold, any share capital or voting securities of, or other equity interests in, the Company or (z) any rights issued by or other obligations of the Company that are linked in any way to the price of any class of Company share capital or any shares of share capital or voting securities of, or other equity interests in, the Company, the value of the Company, any part of the Company or any dividends or other distributions declared or paid on any share capital or voting securities of, or other equity interests in, the Company. Except for acquisitions, or deemed acquisitions, of Company Shares, there are not any outstanding obligations of the Company to repurchase, redeem or otherwise acquire any shares of share capital or voting securities or other equity interests of the Company or any securities, interests, warrants, calls, options or other rights referred to in clause (x), (y) or (z) of the immediately preceding sentence. There are no debentures, bonds, notes or other Indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which the Company’s shareholders may vote (“Company Voting Debt”). The Company is not a party to any voting agreement with respect to the voting of any share capital or voting securities of, or other equity interests in, the Company. The Company is not a party to any agreement pursuant to which any Person is entitled to elect, designate or nominate any director of the Company.

Section 4.04Authority; Execution and Delivery; Enforceability.

(a)The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, subject, in the case of the Merger, to the affirmative vote of shareholders representing two-thirds or more of the voting power of the Company Shares present and voting in person or by proxy at the Company Shareholders Meeting (the “Company Shareholder Approval”). The Company Board has adopted resolutions, by unanimous vote of the directors present at a meeting duly called at which a quorum of directors of the Company was present, (i) approving the execution, delivery and performance of this Agreement and the Cayman Plan of Merger, (ii) determining that entering into this Agreement and the Cayman Plan of Merger is in the best interests of the Company and its shareholders, (iii) declaring this Agreement and the Cayman Plan of Merger advisable and (iv) recommending that the Company’s shareholders adopt this Agreement and the Cayman Plan of Merger and directing that this Agreement and the Cayman Plan of Merger be submitted to the Company’s shareholders for adoption at a duly held meeting of such shareholders for such purpose (the “Company Shareholders Meeting”). As of the date of this Agreement, such resolutions have not been amended or withdrawn. Except for the Company Shareholder Approval, no other corporate action on the part of the Company is necessary to authorize or adopt this Agreement or to consummate the Merger and the other transactions contemplated by this Agreement (except for the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law). The Company has duly executed and delivered this Agreement, and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes its legal, valid and

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binding obligation, enforceable against it in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

(b)No “fair price”, “moratorium”, “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies with respect to this Agreement, the Merger or any of the other transactions contemplated by this Agreement. There are no rights plans, anti-takeover plans or other Contracts or understandings to which the Company is a party or by which the Company is bound with respect to their respective equity securities.

Section 4.05No Conflicts; Consents.

(a)The execution and delivery by the Company of this Agreement does not, and the performance by it of its obligations hereunder and the consummation of the Merger and the other transactions contemplated by this Agreement will not, conflict with, or result in any violation of or default, facility early amortization event or target amortization event (in any case, with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation, amortization or acceleration of any obligation, any obligation to make an offer to purchase or redeem any Indebtedness or share capital or any loss of a material benefit under, or result in the creation of any Lien upon any of the properties or assets of the Company, any provision of (i) the Company Articles (assuming that the Company Shareholder Approval is obtained), (ii) any Contract to which the Company is a party or by which any of its respective properties or assets is bound or any Company Permit or (iii) subject to the filings and other matters referred to inSection 4.05(b)any Judgment or Law, in each case, applicable to the Company or its respective properties or assets (assuming that the Company Shareholder Approval is obtained), other than, in the case of clauses (ii) and (iii) above, any matters that, individually or in the aggregate, have not had a Company Material Adverse Effect.

(b)No Consent of or from, or registration, declaration, notice or filing made to or with any Governmental Entity is required to be obtained or made by or with respect to the Company in connection with the execution and delivery of this Agreement or its performance of its obligations hereunder or the consummation of the Merger and the other transactions contemplated by this Agreement, other than (i) (A) the filing with the SEC of the Proxy Statement in preliminary and definitive forms, and (B) the filing with the SEC of such reports under, and such other compliance with, the Exchange Act and the Securities Act, and the rules and regulations thereunder, as may be required in connection with this Agreement, the Merger and the other transactions contemplated by this Agreement (including the requirement under the Exchange Act for the shareholders of the Company to approve or disapprove, on an advisory basis, certain compensation that may become payable to the Company’s named executive officers in connection with the completion of the Merger), (ii) the filing of the Cayman Plan of Merger and other documents required to effect the Merger pursuant to the Cayman Companies Law with the Registrar of Companies of the Cayman Islands and appropriate documents with the relevant authorities of the other jurisdictions in which Parent and the

Company are qualified to do business, (iii) compliance with the NYSE and NASDAQ rules and regulations; and (iv) such other matters that, individually or in the aggregate, have not had a Company Material Adverse Effect.

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Section 4.06SEC Documents; Undisclosed Liabilities.

(a)The Company has furnished or filed all Company SEC Documents. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents.

(b)Each Company SEC Document (i) at the time filed, complied or, if not yet filed, will comply in all material respects with the requirements of SOX and the Exchange Act or the Securities Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and (ii) did not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time of such filing or amendment) contain or, if not yet filed, will not contain, any untrue statement of a material fact or not omit or, if not yet filed, will not omit, to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents complied or, if not yet filed, will comply at the time it was filed as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, was prepared or, if not yet filed, will be prepared, in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC or other rules and regulations of the SEC) applied on a consistent basis during the periods involved (except (i) as may be indicated in the notes thereto or (ii) as permitted by Regulation S-X) and fairly presented or, if not yet filed, will fairly present, in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in equity for the periods shown (subject, in the case of unaudited statements, to normal year-end audit adjustments not material in amount).

(c)Except (i) as reflected or reserved against in the Company’s consolidated unaudited balance sheet as of September 30, 2014 (or the notes thereto) included in the Filed Company SEC Documents, (ii) for liabilities and obligations incurred in connection with or expressly contemplated by this Agreement, (iii) for liabilities and obligations that have been incurred in the ordinary course of business since September 30, 2014 and (iv) for liabilities and obligations that have been discharged or paid in full in the ordinary course of business, none of the Company or any Company Subsidiary has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), that individually or in the aggregate, have had a Company Material Adverse Effect.

(d)Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all applicable certifications required by Rule 13a-14 or 15d-14 under the Exchange Act and Sections 302 and 906 of SOX with respect to the Company SEC Documents, and the statements contained in such certifications are true and accurate as of the date of such certifications. None of the Company or any of the Company Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX.

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(e)The Company maintains a system of “internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) sufficient to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP consistently applied, (ii) that transactions are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Company’s properties or assets.

(f)The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) utilized by the Company are reasonably designed to ensure that material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of the Company, as appropriate, to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer of the Company to make the certifications required under the Exchange Act with respect to such reports.

(g)The Company is not a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of the Company Subsidiaries in the Company’s or such Company Subsidiary’s published financial statements or other Company SEC Documents.

(h)The Company has disclosed, based on the most recent evaluation of its principal executive officer and its principal financial officer prior to the date of this Agreement, to the Company’s auditors and the audit committee of the Company Board (i) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information in any material respect and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls.

Section 4.07Information Supplied. The Proxy Statement will, at the date the Proxy Statement is first mailed to the Company’s shareholders and at the time of the Company Shareholders Meeting, not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading. The Proxy Statement will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder. No representation is made by the Company with respect to statements made or incorporated by reference therein based on written information supplied by Parent or Merger Sub expressly for inclusion or incorporation by reference therein.

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Section 4.08Intentionally Omitted.

Section 4.09Litigation.

(a)There is no litigation, suit, action, arbitration or other proceeding pending as of the date of this Agreement or, to the Knowledge of the Company, threatened as of the date of this Agreement, against the Company or, to the Knowledge of the Company, Ocwen or any Subsidiary of Ocwen or any of their respective or any of its properties, assets, directors, officers or employees that, individually or in the aggregate, has had a Company Material Adverse Effect, nor is there any Judgment outstanding against or investigation by any Governmental Entity pending as of the date of this Agreement or, to the Knowledge of the Company, threatened involving, the Company or, to the Knowledge of the Company, Ocwen or any Subsidiary of Ocwen or any of their respective properties, assets, directors, officers or employees that, individually or in the aggregate, has had a Company Material Adverse Effect.

(b)Section 4.09(b)of the Company Disclosure Letter sets forth, as of the date of this Agreement, a true, correct and complete list of each litigation, suit, action, arbitration, other proceeding and Judgment that (i) resulted in any criminal sanctions to the Company, (ii) within the last three years resulted in a Judgment requiring payments in excess of $500,000, in each case by or against the Company or, in their capacity as such, any of their respective officers, directors or employees, or (iii) imposed any injunctive relief with respect to, or that has required the Company to alter, its business practices.

Section 4.10Compliance with Applicable Laws.

(a)(i) Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, none of the Company, any Company Subsidiary or their respective Affiliates or (ii) to the Knowledge of the Company, except as would not reasonably be expected to have a Company Material Adverse Effect, no service provider acting on behalf of the foregoing, Ocwen or any Subsidiary of Ocwen, in each case, is or has during the past three (3) years until the date of this Agreement, been in conflict with, in default with respect to or in violation of any Law applicable to such Persons or by which any property or asset of such Persons is bound, nor has the Company or any Company Subsidiary received, any written notice from any Governmental Entity with respect to the Company or any Company Subsidiary that (A) alleges or relates to any material violation or noncompliance (or that any of such Persons is under investigation or the subject of an inquiry by any such Governmental Entity for such alleged material violation or noncompliance by such Persons) with any applicable Law or (B) would be reasonably likely to result in a material fine, assessment or cease and desist order, or the suspension, revocation or material limitation or restriction of any permit. Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, to the extent reasonably related to the business, operations or activities of the Company or any Company Subsidiary, Ocwen or any Subsidiary of Ocwen, in each case, has, during the past three (3) years until the date of this Agreement, entered into any agreement or settlement with any Governmental Entity with respect to its noncompliance with, or violation of, any applicable Law.

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(b)Since January 1, 2012, (i) none of the Company or any officer, director, or, to the Knowledge of the Company, employee of the Company or any of their respective agents or representatives (A) has directly or indirectly offered, promised or made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment in respect of the Company to any Person, private or public, regardless of what form, (B) is or has otherwise been in violation of any applicable anti-bribery, anti-corruption or similar Laws, including the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S. Code Section 78dd-1, et seq.) and the UK Bribery Act 2010 except as would not reasonably be expected to be material to the Company, taken as a whole or (C) has received any notice from, or voluntarily provided any notice to, a Governmental Entity with respect to or otherwise affecting the Company that alleges any of the foregoing; and (ii) the Company has complied and is in compliance in all material respects with applicable provisions of the U.S. export, anti-boycott, and sanctions laws, and regulations implemented thereunder.

Section 4.11Contracts. Except as set forth on Section 4.11 of the Company Disclosure Letter, as of the date of this Agreement, the Company is not a party to any Contract.

Section 4.12Affiliated Transactions.

(a)As of the date of this Agreement, no Related Person is a party to any Contract with or binding upon the Company or any of their respective properties or assets or has any material interest in any property used by the Company.

(b)A “Related Person” shall mean (i) each present or former director, officer, shareholder, partner, member or employee of the Company or any Affiliate of the Company, other than Parent or any of its Affiliates and (ii) each of Ocwen and Altisource and their respective Representatives.

Section 4.13Investment Company Act of 1940. The Company is not required to be registered as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Section 4.14Brokers’ Fees and Expenses. No broker, investment banker, financial advisor or other Person, other than CitiGroup Global Markets Inc. (the “Company Financial Advisor”), the fees and expenses of which will be paid by the Company, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. Section 4.14 of the Company Disclosure Letter sets forth, as of the date of this Agreement, the Company’s good faith estimate of the out-of-pocket fees and expenses it will incur to its financial, legal and other advisors in connection with this Agreement and the transactions contemplated hereby.                

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ARTICLE V

Section 5.01Covenant Not to Conduct Business. Except for matters expressly required by this Agreement, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the Effective Time, the Company shall not conduct any business except (i) as required by applicable Law, (ii) as expressly required by the Plan of Complete Liquidation and Dissolution (as defined in the Share and Asset Purchase Agreement) in all cases in a manner consistent with the Services Agreement (as defined in the Share and Asset Purchase Agreement), or (iii) as may be required to comply with its obligations pursuant to the Share and Asset Purchase Agreement, the Services Agreement (as defined in the Share and Asset Purchase Agreement) and the Registration Rights Agreement (as defined in the Share and Asset Purchase Agreement). Without limiting the foregoing, in no event shall the Company make any dividend or distribution other than as expressly set forth in the Plan of Complete Liquidation and Dissolution. The Company agrees and acknowledges that any Critical Covenant Breach (as defined in the Share and Asset Purchase Agreement) shall be deemed to be a material breach of this Section 5.01.

ARTICLE VI
Additional Agreements

Section 6.01Preparation of the Proxy Statement; Company Shareholders Meeting.

(a)As promptly as reasonably practicable following the date of this Agreement (but in no event later than twenty (20) Business Days after the date of this Agreement), the Company shall, in consultation with Parent, prepare and cause to be filed with the SEC a proxy statement to be sent to the Company’s shareholders relating to the Company Shareholders Meeting (together with any amendments or supplements thereto and the letter to shareholders, notice of meeting, and form of proxy and any other document incorporated or related therein, the “Proxy Statement”). Parent shall furnish all information concerning Parent and its Affiliates to the Company as is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Law, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein that is customarily included in a proxy statement prepared in connection with transactions of the type contemplated by this Agreement or as otherwise requested by the SEC or required by Law. The Company shall promptly notify Parent upon the receipt of any written or oral comments from the SEC or any written or oral request from the SEC for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC, on the other hand. The Company shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Proxy Statement and to cause the SEC as promptly as practicable to clear the final Proxy Statement for mailing to its shareholders. Notwithstanding the foregoing, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the

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SEC with respect thereto, the Company (A) shall provide Parent a reasonable opportunity to review and comment on the Proxy Statement or response (including the proposed filed version of the Proxy Statement or response) and (B) shall include in such filing of the Proxy Statement or response all comments reasonably proposed by Parent.

(b)If prior to the Effective Time any change occurs with respect to information supplied by Parent expressly for inclusion in the Proxy Statement, which is required to be described in an amendment of, or a supplement to, the Proxy Statement, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement, and as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s shareholders. Nothing in thisSection 6.01(b)shall limit the obligations of any party underSection 6.01(a).

(c)If prior to the Effective Time any event occurs with respect to the Company or any change occurs with respect to any information in the Proxy Statement (other than the information contemplated bySection 6.01(b)), which is required to be described in an amendment of, or a supplement to, the Proxy Statement, the Company shall promptly notify Parent of such event, and the Company shall as promptly as practicable file any necessary amendment or supplement to the Proxy Statement with the SEC and, as required by Law, disseminate the information contained in such amendment or supplement to the Company’s shareholders. Nothing in thisSection 6.01(c)shall limit the obligations of any party underSection 6.01(a).

(d)The Company shall, as promptly as practicable after the SEC clears the Proxy Statement (but in any event within twenty-five (25) Business Days thereafter), duly call, give notice of, convene and hold the Company Shareholders Meeting (with the record date and meeting date to be selected after reasonable consultation with Parent) for the sole purpose of (i) seeking the Company Shareholder Approval; and (ii) in accordance with Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, seeking advisory approval of a proposal to the Company’s shareholders for a non-binding, advisory vote to approve certain compensation that may become payable to the Company’s named executive officers in connection with the completion of the Merger. The Company shall use its reasonable best efforts to (i) cause the Proxy Statement to be mailed to the Company’s shareholders and to hold the Company Shareholders Meeting, as soon as practicable after the SEC clears the Proxy Statement and (ii) solicit the Company Shareholder Approval. The Company shall, through the Company Board, recommend to its shareholders that they give the Company Shareholder Approval (the “Company Recommendation”) and shall include such recommendation in the Proxy Statement. With the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), prior to the date for which the Company Shareholders Meeting is scheduled, the Company may (on not more than one (1) occasion) change, postpone or adjourn the date for which the Company Shareholders Meeting is scheduled, or change the record date for the Company Shareholders Meeting,provided, that the Company in good faith believes that such change, postponement or adjournment would reasonably be expected to increase the likelihood of obtaining the Company Shareholder Approval. If, on the date for which the Company Shareholders Meeting is scheduled, the Company has not received proxies representing a sufficient number of votes to obtain the Company Shareholder Approval or to obtain a quorum for the Company Shareholders Meeting, Parent may cause the Company to,

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and the Company (with the prior written consent of Parent which shall not be unreasonably withheld, conditioned or delayed) may postpone or adjourn the Company Shareholders Meeting for a period not to exceed ninety (90) days, and in no event past the End Date, in order to seek to obtain the Company Shareholder Approval.

(e)Promptly following the execution of this Agreement, the Company shall, in accordance with the Cayman Companies Law, take all actions reasonably necessary to postpone its annual general meeting of shareholders with a view to convening such meeting following the Closing Date.

Section 6.02Access to Information; Confidentiality. Subject to applicable Law, the Company shall afford to Parent and to the Representatives of Parent reasonable access, upon reasonable advance notice, during the period prior to the Effective Time, to all their respective properties, books, contracts, commitments and records; provided, however, that the Company shall not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would reasonably be likely to (i) result in the loss of any attorney-client privilege (provided that the Company shall use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege) or (ii) violate any Law (provided that the Company shall use its reasonable best efforts to provide such access or make such disclosure in a manner that does not violate Law). If any material is withheld by the Company pursuant to the proviso to the preceding sentence, the Company shall inform Parent as to the general nature of what is being withheld. Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be required to provide any access or make any disclosure to Parent pursuant to this Section 6.02to the extent such access or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties. All information exchanged pursuant to this Section 6.02shall be subject to the confidentiality agreement, dated as of January 30, 2015, between Parent and the Company (the “Confidentiality Agreement”).

Section 6.03Efforts to Consummate. Subject to the terms and conditions herein provided, each of Parent and the Company shall use their respective reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under this Agreement and applicable Laws to consummate and make effective as promptly as practicable after the date of this Agreement the transactions contemplated by this Agreement including (i) preparing as promptly as practicable all necessary applications, notices, petitions, filings, ruling requests, and other documents and to obtain as promptly as practicable all Consents necessary or advisable to be obtained from any Governmental Entity in order to consummate the transactions contemplated by this Agreement (collectively, the “Governmental Approvals”), (ii) as promptly as practicable taking all steps as may be necessary to obtain all such Governmental Approvals, (iii) the obtaining of all other necessary Consents from third parties, and (iv) the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Merger and the other transactions contemplated by this Agreement; provided that (x) no party shall be required to pay (and the Company and its Subsidiaries shall not pay or agree to pay without the prior written consent of Parent) any fee, penalty or other consideration to any third party for any Consent required for the consummation of the transactions contemplated by this Agreement under any Contract and (y) the consent of Parent

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shall be required with respect to any amendment or modification to any Contract in connection with obtaining any such Consent that is adverse in any material respect to Parent or the Company or any Company Subsidiary.

Section 6.04Indemnification, Exculpation and Insurance.

(a)Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation or by-laws (or comparable organizational documents) and any indemnification or other similar agreements of the Company or any of the Company Subsidiaries, in each case as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms. From and after the Effective Time, each of Parent and the Surviving Company agrees that it will indemnify and hold harmless each individual who is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries or who is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of the Company or any of the Company Subsidiaries as a director or officer of another Person (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any Company Subsidiary or is or was serving at the request of the Company or any Company Subsidiary as a director or officer of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable Law. In the event of any such claim, action, suit or proceeding, each Company Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit or proceeding from the Surviving Company within ten (10) Business Days of receipt by the Surviving Company from the Company Indemnified Party of a request therefor;providedthat any person to whom expenses are advanced provides an undertaking, if and only to the extent required by the Cayman Companies Law or the Articles of Association or the Memorandum of Association of the Surviving Company, to repay such advances if it is ultimately determined by final adjudication that such person is not entitled to indemnification. Without limiting the foregoing, in the event that any claim is brought against any Company Indemnified Party, (x) Parent shall have the right to assume or direct any of its Subsidiaries to assume the defense thereof with legal counsel of Parent’s choosing, and if Parent shall assume or direct any of its Subsidiaries to assume the defense, then Parent or such Subsidiary, as applicable, shall not be liable to such Company Indemnified Party for any legal expenses of other counsel or any expenses subsequently incurred by such Company Indemnified Party in connection with the defense thereof;provided, however, that such Company Indemnified Party may employ counsel of its own choosing, and Parent or such Subsidiary, as applicable, shall advance to such Company Indemnified Party reasonable legal expenses of such counsel, if (i) Parent does not timely assume the defense thereof or (ii) under applicable standards of professional conduct, there is an actual or potential conflict of interest between the legal defenses for Parent (or the Subsidiary) and those for the Company Indemnified Party in the

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conduct of the defense of an action; (y) the Company Indemnified Party shall cooperate with Parent or such Subsidiary, as applicable, in the defense of any such matter; and (z) Parent or such Subsidiary, as applicable, shall not be liable for any settlement of any claim effected without its written consent (such consent not to be unreasonably withheld).

(b)In the event that the Surviving Company or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the Surviving Company shall cause proper provision to be made so that the successors and assigns of the Surviving Company assume the obligations set forth in thisSection 6.04(b).

(c)The provisions of thisSection 6.04(i) shall survive consummation of the Merger, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified or insured party (including the Company Indemnified Parties), his or her heirs and his or her representatives, and (iii) are in addition to, and not in substitution for, any other rights to insurance indemnification or contribution that any such Person may have by contract or otherwise.

(d)For the avoidance of doubt, notwithstanding that the Company Indemnified Parties may be entitled to indemnification pursuant to one or more provisions under this Agreement, the Share and Asset Purchase Agreement or otherwise, in no event shall any such Company Indemnified Party be entitled to be recover more than once in respect of the same claims, losses, liabilities, damages, judgments, inquiries, fines, fees, cost or expenses.

Section 6.05Section 16 Matters. Prior to the Effective Time, the Company and Merger Sub each shall take all such steps as may be required to cause any dispositions of Company Shares (including derivative securities with respect to Company Shares) resulting from the Merger and the other transactions contemplated by this Agreement by each individual who will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company immediately prior to the Effective Time to be exempt under Rule 16b­3 promulgated under the Exchange Act.

Section 6.06Public Announcements. Except with respect to any dispute regarding this Agreement or the transactions contemplated hereby, Parent and the Company shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Agreement, including the Merger, and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude, after consultation with legal counsel, is required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (in which case the disclosing party shall consult with the other party in advance of such disclosure to the extent practicable under the circumstances). The Company and Parent agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement.

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Section 6.07Merger Sub and Parent Subsidiaries. Parent shall cause each of Merger Sub and any other applicable Subsidiary of Parent to comply with and perform all of its obligations under or relating to this Agreement, including in the case of Merger Sub to consummate the Merger on the terms and conditions set forth in this Agreement.

Section 6.08Takeover Statute; Rights Agreement. If any “fair price,” “moratorium,” “control share acquisition,” “interested shareholder,” “business combination” or other form of antitakeover statute or regulation shall or may become applicable to the transactions contemplated herein, the Company Board shall grant such approvals and take such actions as are reasonably necessary so that the transactions contemplated herein may be consummated as promptly as practicable on the terms contemplated herein and otherwise act to eliminate or, if not possible to eliminate, minimize the effects of such statute or regulation on the transactions contemplated herein.

Section 6.09Director Resignation. At the written request of Parent prior to the Closing, the Company shall use reasonable best efforts to obtain the resignation of the members of the Company Board specified in such request by Parent who are in office immediately prior to the Effective Time, which resignations shall be effective at, and contingent upon the occurrence of, the Effective Time.

Section 6.10NASDAQ Delisting. Each of the Company and Parent shall take such actions reasonably required to cause the Company Shares to be de-listed from the NASDAQ and de-registered under the Exchange Act as soon as practicable following the Effective Time (unless such parties mutually agree to an earlier date).

Section 6.11Litigation; Other Matters.

(a)Parent shall (i) defend and assume control over and bear all responsibility in respect of any litigation, suit, action, claim, demand, investigation or other proceedings, and any settlement or compromise thereof against the Company and/or any of its respective officers or directors, including any litigation, suit, action, claim, demand, investigation or other proceedings by any shareholder of the Company (on its own behalf or on behalf of the Company) (“Litigation”), (ii) keep the Company reasonably informed regarding any Litigation and (iii) reasonably consult with the Company regarding the defense and any settlement or compromise of any Litigation and reasonably consider the Company’s views with respect to any Litigation.

(b)The Company shall (a) give prompt written notice to Parent of any material written communications (and shall deliver copies thereof) received from, or delivered to, any shareholders of the Company or any Related Person (in each case, other than any

director, officer or employee of the Company) or the Company’s auditors or any Governmental Entity and (b) reasonably consult with the Parent in connection with the foregoing.

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Section 6.12Company Plan Terminations. Prior to the Closing Date, the Company will (i) terminate the Company’s 2013 Equity Incentive Plan and (ii) take all actions it deems reasonably necessary to provide for the settlement of each award granted under the Company’s 2013 Equity Incentive Plan that remains outstanding as of immediately prior to the Effective Time without the payment of any consideration in respect thereof, in each case effective no later than immediately prior to the Effective Time.

ARTICLE VIIConditions Precedent

Section 7.01Conditions to Each Party’s Obligation to Effect the Merger. The respective obligation of each party to effect the Merger is subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

(a)Shareholder Approval. The Company Shareholder Approval shall have been obtained.

(b)No Legal Restraints. No applicable Law and no Judgment, preliminary, temporary or permanent, or other legal restraint or prohibition and no binding order, decree or determination by any Governmental Entity (collectively, the “Legal Restraints”) shall be in effect, and no suit, action or other proceeding shall have been instituted by any Governmental Entity and remain pending which is reasonably likely to result in a Legal Restraint, in each case, that prevents, makes illegal or prohibits the consummation of the Merger and the other transactions contemplated hereby.

Section 7.02Conditions to Obligations of the Company. The obligations of the Company to consummate the Merger are further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

(a)Representations and Warranties. The representations and warranties of Parent and Merger Sub contained in this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Parent Material Adverse Effect” set forth therein), individually or in the aggregate, has not had a Parent Material Adverse Effect.

(b)Performance of Obligations of Parent and Merger Sub. Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date.

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(c)Parent Certificate. Parent shall have delivered to the Company a certificate, dated as of the Closing Date and signed by its chief executive officer or chief financial officer, certifying to the effect that the conditions set forth inSections 7.02(a)and7.02(b)have been satisfied.

Section 7.03Conditions to Obligation of Parent and Merger Sub. The obligations of Parent and Merger Sub to consummate the Merger are further subject to the satisfaction or waiver at or prior to the Effective Time of the following conditions:

(a)Representations and Warranties. (i) The representations and warranties of the Company contained in this Agreement (except for the representations and warranties contained inSection 4.03(a)) shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein) at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” set forth therein), individually or in the aggregate, has not had a Company Material Adverse Effect and (ii) the representations and warranties of the Company contained inSection 4.03(a)shall be true and correct at and as of the date of this Agreement and at and as of the Closing Date as if made at and as of such time, except for de minimis inaccuracies.

(b)Performance of Obligations of the Company. The Company shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

(c)No Company Material Adverse Effect. During the period from the date of this Agreement to the Closing Date, there shall not have occurred a Company Material Adverse Effect.

(d)Company Certificate. The Company shall have delivered to Parent a certificate, dated as of the Closing Date and signed by its Chief Executive Officer or Chief Financial Officer, certifying to the effect that the conditions set forth inSections 7.03(a),7.03(b)and7.03(c)have been satisfied.

(e)Dissenting Shares. The aggregate number of Company Shares for which appraisal rights have been properly exercised as set forth inSection 2.03and not withdrawn shall not exceed, as of the time immediately prior to the Closing, 10% of the total number of Company Shares issued and outstanding as of the date hereof.

ARTICLE VIIITermination, Amendment and Waiver

Section 8.01Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after receipt of the Company Shareholder Approval:

(a)by mutual written consent of the Company and Parent;

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(b)by either the Company or Parent:

(i)if the Merger is not consummated on or before the End Date. The “End Date” shall mean the nine (9) month anniversary of the date of this Agreement;provided,however, that the right to terminate this Agreement under thisSection 8.01(b)(i)shall not be available to Parent if Parent’s breach of any provision of this Agreement directly or indirectly causes the failure of the Closing to be consummated by the End Date;

(ii)if the condition set forth inSection 7.01(b)is not satisfied and the Legal Restraint giving rise to such non-satisfaction shall have become final and non-appealable;

(iii)if the Company Shareholder Approval shall not have been obtained at a duly convened Company Shareholders Meeting or any adjournment or postponement thereof at which the vote was taken;

(c)by the Company, if Parent or Merger Sub has breached any representation, warranty, covenant or agreement contained in this Agreement, or if any representation or warranty of Parent or Merger Sub has become untrue, in each case, such that the conditions set forth inSection 7.02(a)or7.02(b), as the case may be, could not be satisfied;provided,however, that the Company may not terminate this Agreement pursuant to thisSection 8.01(c)unless any such breach or failure to be true has not been cured within thirty (30) days after written notice by the Company to Parent informing Parent of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; andprovided,further, that the Company may not terminate this Agreement pursuant to thisSection 8.01(c)if the Company is then in breach of this Agreement in any material respect;

(d)by Parent, if the Company has breached any representation, warranty, covenant or agreement contained in this Agreement, or if any representation or warranty of the Company has become untrue, in each case, such that the conditions set forth inSection 7.03(a)or7.03(b), as the case may be, could not be satisfied;provided,however, that Parent may not terminate this Agreement pursuant to thisSection 8.01(d)unless any such breach or failure to be true has not been cured within thirty (30) days after written notice by Parent to the Company informing the Company of such breach or failure to be true, except that no cure period shall be required for a breach which by its nature cannot be cured prior to the End Date; andprovided,further, that Parent may not terminate this Agreement pursuant to thisSection 8.01(d)if Parent is then in breach of this Agreement in any material respect;

(e)by Parent prior to the receipt of the Company Shareholder Approval, in the event that the Company shall have breached in any material respect its obligations underSection 6.01(d)by failing to call, give notice of, convene or and/or hold the Company Shareholders Meeting in accordance withSection 6.01(d); or

(f)by Parent in the event that a Critical Covenant Breach (as defined in the Share and Asset Purchase Agreement) has occurred.

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Section 8.02Effect of Termination. In the event of termination of this Agreement by either Parent or the Company as provided in Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of the Company, Parent or Merger Sub, other than this Section 8.02, Section 8.03, and Article IX, which provisions shall survive such termination, provided, however, no such termination shall relieve any party from any liability or damages for any willful breach of this Agreement.

Section 8.03Fees and Expenses. Except as specifically provided for herein, all fees and expenses incurred in connection with the Merger and the other transactions contemplated by this Agreement shall be paid by the party incurring such fees or expenses, whether or not such transactions are consummated.

Section 8.04Amendment. This Agreement may be amended by the parties at any time before or after receipt of the Company Shareholder Approval; provided, however, that (i) after receipt of the Company Shareholder Approval, there shall be made no amendment that by Law requires further approval by the Company’s shareholders without the further approval of such shareholders, and (ii) except as provided above, no amendment of this Agreement shall be submitted to be approved by the Company’s shareholders unless required by Law. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties.

Section 8.05Extension; Waiver. At any time prior to the Effective Time, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties contained in this Agreement or in any document delivered pursuant to this Agreement, (c) waive compliance with any covenants and agreements contained in this Agreement or (d) waive the satisfaction of any of the conditions contained in this Agreement. No extension or waiver by the Company shall require the approval of the Company’s shareholders unless such approval is required by Law. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights.

Section 8.06Procedure for Termination, Amendment, Extension or Waiver. A termination of this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective, require, in the case of the Company, Parent or Merger Sub, action by its Board of Directors or the duly authorized designee thereof. Termination of this Agreement prior to the Effective Time shall not require the approval of the shareholders of either Parent or the Company.

ARTICLE IXGeneral Provisions

Section 9.01Nonsurvival of Representations and Warranties. None of the representations and warranties in this Agreement or in any instrument delivered pursuant to this

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Agreement shall survive the Effective Time. This Section 9.01 shall not limit Section 8.02 or any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time.

Section 9.02Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally; (b) on the date sent if receipt is confirmed and sent by facsimile or electronic mail and receipt thereof is confirmed in writing (other than by automated response); and (c) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a)if to the Company, to:

Home Loan Servicing Solutions, Ltd.
c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George Town, Grand Cayman
KY1-9005
Cayman Islands
Phone: (345) 945-3727
Email:         michael.lubin@hlss.com        james.lauter@hlss.com
Attention:     Michael Lubin, General Counsel        James E. Lauter, Chief Financial Officer

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Phone: (212) 310-8000
Facsimile: (212) 310-8007
Email: frederick.green@weil.com
Attention: Frederick S. Green, Esq.

(b)if to Parent or Merger Sub, to:

New Residential Investment Corp.
c/o FIG LLC
1345 Avenue of the Americas, 46th Floor
New York, New York 10105
Phone: (212) 479-1522
Facsimile: (212) 798-6070
Email: cmacdougall@fortress.com
Attention: Cameron MacDougall, Esq.

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with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Phone: (212) 735-3000
Facsimile:    (212) 735-2000
Email:        joseph.coco@skadden.com        peter.serating@skadden.com
Attention:    Joseph A. Coco, Esq.        Peter D. Serating, Esq.

Section 9.03Definitions. For purposes of this Agreement:

An “Affiliate” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person. For purposes of this definition, “control” (including the terms “controlled by” and “under common control with”) means possession of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of securities or partnership or other ownership interest, by Contract or otherwise. For the avoidance of doubt, each of Ocwen and Altisource and their respective Subsidiaries are deemed not to be an Affiliate of the Company.

“Altisource” means Altisource Portfolio Solutions S.A.

“Business Day” means any day other than (i) a Saturday or a Sunday or (ii) a day on which banking and savings and loan institutions are authorized or required by Law to be closed in New York City or the Cayman Islands.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Material Adverse Effect” means, except as hereinafter provided, any fact, circumstance, occurrence, effect, change, event or development that, individually or in the aggregate, (i) is or would reasonably be expected to be materially adverse to the business, properties, financial condition or results of operations of the Company, taken as a whole; provided, however, that any fact, circumstance, occurrence, effect, change, event or development to the extent arising from or related to (except, in the case of clauses (a), (b), (c), (d), (e) or (h) below, if disproportionately affecting the Company, individually or in the aggregate, relative to other companies of a similar size in the industries in which the Company operates): (a) conditions affecting the United States economy or the global economy generally, (b) political conditions (or changes in such conditions) in the United States or any other country or region in the world or acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in the United States or any other country or region of the world occurring after the date of this Agreement, (c) changes in the financial, banking or securities markets in the United States or any other country or region in the world, (d) changes required by GAAP, (e) changes in any Laws, (f) any failure by such Person to meet any internal or published projections, forecasts or revenue or earnings predictions for any period ending on or

28

after the date of this Agreement (provided that the underlying causes of any such failure may be considered in determining whether a Company Material Adverse Effect has occurred to the extent not otherwise excluded by another exception herein), (g) the public announcement (including as to the identity of the parties hereto) of the Merger or any of the other transactions contemplated hereby (it being understood that, for the avoidance of doubt, for purposes of Section 3.03 and Section 4.05, effects resulting from or arising in connection with the matters set forth in this clause (g) of this definition shall not be excluded in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur), or (h) the occurrence of natural disasters, shall not be taken into account in determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur, or (ii) would reasonably be expected to prevent or materially impair or materially delay the Company from consummating the transactions contemplated by this Agreement.

“Company Subsidiary” means any Subsidiary of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means, with respect to any Person, without duplication, (i) all obligations of such Person for borrowed money, or with respect to deposits or advances of any kind to such Person, (ii) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (iii) all capitalized lease obligations of such Person or obligations of such Person to pay the deferred and unpaid purchase price of property and equipment, other than trade payables incurred in the ordinary course of business, (iv) all obligations of such Person pursuant to securitization or factoring programs or arrangements, (v) all guarantees and arrangements having the economic effect of a guarantee of such Person of any other Indebtedness of any other Person, (vi) all obligations or undertakings of such Person to maintain or cause to be maintained the financial position or financial covenants of third parties not affiliated with such Person or to purchase the obligations or property of such third parties, (vii) net cash payment obligations of such Person under swaps, options, derivatives and other hedging agreements or arrangements that will be payable upon termination thereof (assuming they were terminated on the date of determination), (viii) reimbursement obligations under letters of credit, bank guarantees, and other similar contractual obligations entered into by or on behalf of such Person or (ix) all Indebtedness of any other Person secured in whole or in part by a Lien on any assets or properties of such first Person or any of its Subsidiaries.

The “Knowledge” of any Person that is not an individual means, with respect to any matter in question, in the case of the Company’s Knowledge, the actual knowledge, after making reasonable inquiry consistent with such Person’s position, of the officers of the Company set forth in Section 9.03 of the Company Disclosure Letter, and, in the case of Parent and Merger Sub, the actual knowledge, after making reasonable inquiry consistent with such Person’s position, of the officers of Parent set forth in Section 9.03 of the Parent Disclosure Letter.

“Liens” means any pledges, charges, liens, options, rights of first refusal or offer, conditional or installment sales contracts, claims, title defects, easements, covenants, restrictions, adverse ownership claims, rights-of-way, encroachments, restrictions, charges, hypothecations, mortgages, or deeds of trust, or security interests of any kind or nature or other encumbrances.

29

“Merger Sub Board” means the Board of Directors of Merger Sub.

“NASDAQ” means the NASDAQ Stock Market, Inc.

“Net NRZ Share Amount” means 93.91% of the volume weighted average closing sale price of one share of NRZ Common Stock as reported on the NYSE for the five (5) consecutive trading days ending on the trading day immediately preceding two (2) Business Days prior to the Closing Date (as determined pursuant to Section 1.02) (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications or similar events).

“Net NRZ Share Consideration” means (i) the Net NRZ Share Amount multiplied by the NRZ Shares (as defined in the Share and Asset Purchase Agreement) that are held by the Company immediately prior to the Closing; divided by (ii) the Company Shares issued and outstanding immediately prior to the Effective Time (other than shares to be canceled or converted into shares of the Surviving Company in accordance with Section 2.01(b)).

“NYSE” means the New York Stock Exchange.

“Ocwen” means Ocwen Financial Corporation.

“Parent Board” means the Board of Directors of Parent.

“Parent Material Adverse Effect” means, with respect to Parent or Merger Sub, any fact, circumstance, occurrence, effect, change, event or development that, individually or taken together with other facts, circumstances, occurrences, effects, changes, events or developments, is or would be reasonably likely to prevent or materially delay the consummation of the Merger or the other transactions contemplated by this Agreement.

“Person” means any natural person, firm, corporation, partnership, company, limited liability company, trust, joint venture, association, Governmental Entity or other entity.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

A “Subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing person or body (or, if there are no such voting interests, more than fifty percent (50%) of the equity interests of which) is owned directly or indirectly by such first Person.

“Taxes” means all federal, state, local, and foreign income, excise, gross receipts, gross income, ad valorem, profits, gains, property, capital, sales, transfer, use, payroll, employment, severance, withholding, franchise, value added and other taxes, customs, tariffs, imposts, levies, duties, fees or other like assessments or charges imposed by a Governmental Entity, together with all interest, penalties and any other additions imposed with respect to such amounts.

30

Section 9.04Interpretation. When a reference is made in this Agreement to an Article, a Section or an Exhibit, such reference shall be to an Article, a Section or an Exhibit of or to this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning assigned to such term in this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. All pronouns and any variations thereof refer to the masculine, feminine or neuter as the context may require. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all references to “dollars” and “$” will be deemed references to the lawful money of the United States of America. Whenever the words “ordinary course of business” are used in this Agreement, they shall be deemed to be followed by the words “consistent with past practice in all material respects.”

Section 9.05Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as either the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party or such party waives its rights under this Section 9.05 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 9.06Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile or by email with .pdf attachments, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (electronically or otherwise) to the other parties.

Section 9.07Entire Agreement; No Third-Party Beneficiaries. This Agreement, taken together with the Parent Disclosure Letter, the Company Disclosure Letter and the Confidentiality Agreement, and the exhibits, schedules and annexes to each of the foregoing (including the Cayman Plan of Merger) (a) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the Merger and the other transactions contemplated by this Agreement and except for the Company Indemnified Parties with respect to Section 6.04 this Agreement is not intended to confer upon any Person other than the parties any rights or remedies.

31

Section 9.08Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof, except that the following matters arising out of or relating to this Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands: the Merger, the vesting of the undertaking, property and liabilities of Merger Sub in the Surviving Company, the cancellation of shares, the rights provided for in section 238 of the Cayman Companies Law with respect to any Dissenting Shares, and the fiduciary or other duties of the Company Board and the directors of Merger Sub.

Section 9.09Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the other parties; provided that the rights, interests and obligations of Parent or Merger Sub may be assigned to any Affiliate of Parent, provided that no such assignment shall relieve the assigning party of its obligations hereunder. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

Section 9.10Specific Enforcement; Jurisdiction; Venue. The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement. It is agreed that the parties are entitled to enforce specifically the performance of terms and provisions of this Agreement in any court referred to in clause (a) below, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Agreement, the Merger or any of the other transactions contemplated by this Agreement in any court other than the aforesaid courts.

Section 9.11    Certain Tax Matters.

(a)For U.S. federal (and applicable state and local) income tax purposes, the Parties hereto agree to treat the transactions contemplated by this Agreement as the completion of the liquidation and dissolution of the Company pursuant to the Plan of Complete Liquidation and Dissolution (as defined in the Share and Asset Purchase Agreement) and in accordance with Revenue Ruling 69-6, 1969-1 CB 104. The parties shall report the transactions contemplated by this Agreement on all U.S. federal (and applicable state and local)

32

income tax returns and for all U.S. federal (and applicable state and local) income tax purposes consistently with the treatment described in this Section 9.11(a), and shall take no actions inconsistent therewith.

(b)Following the Closing, Parent shall provide, or cause to be provided, to the holders of the Company Shares, for the taxable period that ends on or before or includes the Closing Date, such tax information and representations (including such information and representations as are required to be set forth in a PFIC Annual Information Statement pursuant to Treasury Regulation Section 1.1295-1(g)) as is necessary to provide the holders of the Company Shares with such tax information with respect to the Company and the Company Subsidiaries (as defined in the Share and Asset Purchase Agreement) as is consistent with the past practice of the Company and the Company Subsidiaries, including information and representations to allow such holders to make or maintain a “qualified electing fund” election under Section 1295 of the Code.

Section 9.12    WAIVER OF TRIAL JURY. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF THIS AGREEMENT, THE MERGER OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) MAKES THIS WAIVER VOLUNTARILY AND (C) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS Section 9.12.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Company, Parent and Merger Sub have duly executed this Agreement, all as of the date first written above.

HOME LOAN SERVICING SOLUTIONS, LTD.

By:     Name:        Title:    

[Signature Page to Agreement and Plan of Merger]

NEW RESIDENTIAL INVESTMENT CORP.

By:     Name:        Title:    

HEXAGON MERGER SUB, LTD.

By:     Name:        Title:

[Signature Page to Agreement and Plan of Merger]

INDEX OF DEFINED TERMS

Section

Affiliate    9.03

Agreement    Preamble

Altisource    9.03

Business Day    9.03

Cayman Companies Law    Recitals

Cayman Plan of Merger    1.03

Closing    1.02

Closing Date    1.02

Code    9.03

Company    Preamble

Company Articles    4.01

Company Board    4.03(b)

Company Disclosure Letter    Article IV

Company Financial Advisor    4.14

Company Indemnified Parties    6.04(a)

Company Material Adverse Effect    9.03

Company Memorandum    4.01

Company Recommendation    6.01(d)

Company SEC Documents    Article IV

Company Shareholder Approval    4.04(a)

Company Shareholders Meeting    4.04(a)

Company Shares    2.01

Company Subsidiary    9.03

Company Voting Debt    4.03(b)

Confidentiality Agreement    6.02

Consents    3.03(b)

Contract    3.03(a)

Dissenting Shares    2.03

Effective Time    1.03

End Date    8.01(b)(i)

Exchange Act    9.03

Filed Company SEC Documents    Article IV

GAAP    4.06(b)

Governmental Approvals    6.03

Governmental Entity    3.03(b)

Indebtedness    9.03

Investment Company Act    4.13

Judgment    3.03(a)

Knowledge    9.03

Law    3.03(a)

Legal Restraints    7.01(b)

Letter of Transmittal    2.02(b)

Liens    9.03

Litigation    6.11(a)

Merger    1.01

Merger Consideration    2.01(c)

Merger Sub    Preamble

Merger Sub Board    9.03

Merger Sub Shares    2.01

NASDAQ    9.03

Net NRZ Share Amount    9.03

Net NRZ Share Consideration    9.03

NYSE    9.03

Ocwen    9.03

Parent    Preamble

Parent Acquiring Subsidiaries    Recitals

Parent Board    9.03

Parent Disclosure Letter    Article III

Parent Material Adverse Effect    9.03

Parties    Preamble

Paying Agent    2.02(a)

Payment Fund    2.02(a)

Permits    3.03(b)

Person    9.03

Proxy Statement    6.01(a)

Related Person    4.12(b)

SEC    9.03

Securities Act    9.03

Share and Asset Purchase Agreement    Recitals

Subsidiary    9.03

Surviving Company    1.01

Taxes    9.03

Appendix 1

The Companies Law (2013 Revision) of the Cayman Islands

Plan of Merger

This plan of merger (the "Plan of Merger") is made on [insert date] between Hexagon Merger Sub, Ltd. (the "Surviving Company") and Home Loan Servicing Solutions, Ltd. (the "Merging Company").

Whereas the Merging Company is a Cayman Islands exempted company and is entering into this Plan of Merger pursuant to the provisions of Part XVI of the Companies Law (2013 Revision) (the "Statute").

Whereas the Surviving Company is a Cayman Islands exempted company and is entering into this Plan of Merger pursuant to the provisions of Part XVI of the Statute.

Whereas the directors of the Merging Company and the directors of the Surviving Company deem it desirable and in the commercial interests of the Merging Company and the Surviving Company, respectively, that the Merging Company be merged with and into the Surviving Company and that the undertaking, property and liabilities of the Merging Company vest in the Surviving Company (the "Merger").

Terms not otherwise defined in this Plan of Merger shall have the meanings given to them under the Agreement and Plan of Merger dated [insert date] and made between New Residential Investment Corp., the Surviving Company and the Merging Company (the "Merger Agreement") a copy of which is annexed at Annexure 1 hereto.

Now therefore this Plan of Merger provides as follows:

1 The constituent companies (as defined in the Statute) to this Plan of Merger are the Surviving Company and the Merging Company.

2 The surviving company (as defined in the Statute) is the Surviving Company.

3 The registered office of the Merging Company is c/o Intertrust Corporate Services (Cayman) Limited of 190 Eglin Avenue, Grand Cayman, KY1-9005, Cayman Islands and the registered office of the Surviving Company is c/o Maples Corporate Services Limited of PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

4 Immediately prior to the Effective Date (as defined below), the share capital of the Merging Company will be US$2,000,000 divided into 200,000,000 shares of a par value of US$0.01 each and the Merging Company will have [] shares in issue.

5 Immediately prior to the Effective Date (as defined below), the share capital of the Surviving Company will be US$50,000 divided into 5,000,000 ordinary shares of a par value of US$0.01 each and the Surviving Company will have 100 ordinary shares in issue.

6 The date on which it is intended that the Merger is to take effect is the date that this Plan of Merger is registered by the Registrar in accordance with section 233(13) of the Statute (the "Effective Date").

7 The terms and conditions of the Merger, including the manner and basis of converting shares in each constituent company into shares in the Surviving Company or into other property, are set out in the Merger Agreement in the form annexed at Annexure 1 hereto.

A-1

8 The rights and restrictions attaching to the shares in the Surviving Company are set out in the Memorandum and Articles of Association of the Surviving Company in the form annexed at Annexure 2 hereto.

9 The Memorandum and Articles of Association of the Surviving Company immediately prior to the Merger shall be its Memorandum and Articles of Association after the Merger.

10 The Merging Company has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

11 The Surviving Company has granted no fixed or floating security interests that are outstanding as at the date of this Plan of Merger.

12 The names and addresses of each director of the surviving company (as defined in the Statute) are:

12.1 [Insert name of Director] of [Insert personal address of Director];

12.2 [Insert name of Director] of [Insert personal address of Director]; and

12.3 [repeat for allDirectors of the surviving company]

13 This Plan of Merger has been approved by the board of directors of the Surviving Company and the Merging Company pursuant to section 233(3) of the Statute.

14 This Plan of Merger has been authorised by the shareholders of the Surviving Company and the Merging Company pursuant to section 233(6) of the Statute by way of resolutions passed at an extraordinary general meeting of the Merging Company and by way of written resolutions of the sole shareholder of the Surviving Company, as applicable.

15 This Plan of Merger may be terminated or amended pursuant to the terms and conditions of the Merger Agreement.

16 This Plan of Merger may be executed in counterparts.

17 This Plan of Merger shall be governed by and construed in accordance with the laws of the Cayman Islands.

In witness whereof the parties hereto have caused this Plan of Merger to be executed on the day and year first above written.

SIGNED by	)
Duly authorised for	)
and on behalf of	)	Director
Hexabon Merger Sub, Ltd.	)

SIGNED by	)
Duly authorised for	)
and on behalf of	)	Director
Home Loan Servicing Solutions, Ltd.	)

A-2

Annexure 1

Agreement and Plan of Merger

A-3

Annexure 2

Memorandum and Articles of Association of the Surviving Company

A-4

EX-2.4

Exhibit 2.4

SERVICES AGREEMENT

dated as of April 6, 2015

between

HOME LOAN SERVICING SOLUTIONS, LTD.

and

HLSS ADVANCES ACQUISITION CORP.

TABLE OF CONTENT
		Page
SECTION 1.	DEFINITIONS	2
SECTION 2.	APPOINTMENT AND DUTIES OF THE PROVIDER	3
SECTION 3.	ADDITIONAL ACTIVITIES	4
SECTION 4.	AGENCY	4
SECTION 5.	BANK ACCOUNTS	5
SECTION 6.	RECORDS; CONFIDENTIALITY	5
SECTION 7.	CONSIDERATION	5
SECTION 8.	EXPENSES OF THE COMPANY	5
SECTION 9.	CALCULATIONS OF EXPENSES	6
SECTION 10.	LIMITS OF PROVIDER RESPONSIBILITY	6
SECTION 11.	NO JOINT VENTURE	7
SECTION 12.	TERM; TERMINATION	7
SECTION 13.	ASSIGNMENT	7
SECTION 14.	NOTICES	8
SECTION 15.	BINDING NATURE OF AGREEMENT; SUCCESSORS AND ASSIGNS	9
SECTION 16.	ENTIRE AGREEMENT	9
SECTION 17.	CONTROLLING LAW	9
SECTION 18.	INDULGENCES, NOT WAIVERS	9
SECTION 19.	TITLES NOT TO AFFECT INTERPRETATION	9
SECTION 20.	EXECUTION IN COUNTERPARTS	9
SECTION 21.	PROVISIONS SEPARABLE	10
SECTION 22.	GENDER	10

i

SERVICES AGREEMENT

THIS SERVICES AGREEMENT, is made as of April 6, 2015 (the “Agreement”) by and between HOME LOAN SERVICING SOLUTIONS, LTD., a Cayman Islands exempted company (the “Company”), and HLSS ADVANCES ACQUISITION CORP., a Delaware corporation (together with its permitted assignees, the “Provider”).

WHEREAS, concurrently with the execution of this Agreement, the Company and the Provider entered into the Share and Asset Purchase Agreement (the “Purchase Agreement”), pursuant to which subsidiaries of the Provider have acquired and assumed substantially all of the assets and liabilities of the Company and its subsidiaries; and

WHEREAS, the Purchase Agreement provides that the Company and the Provider would enter into this Agreement concurrently with the closing of the transactions contemplated by the Purchase Agreement.

NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL AGREEMENTS HEREIN SET FORTH, THE PARTIES HERETO AGREE AS FOLLOWS:

SECTION 1. DEFINITIONS.

The following terms have the meanings assigned them:

(a)“Agreement” means this Services Agreement, as amended from time to time.

(b)“Board of Directors” means the Board of Directors of the Company.

(c)“Code” means the Internal Revenue Code of 1986, as amended.

(d)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(e)“Governing Instruments” means, with regard to any entity, the memorandum and articles of association of a Cayman Islands exempted company, the articles of incorporation and bylaws in the case of a corporation, certificate of limited partnership (if applicable) and the partnership agreement in the case of a general or limited partnership or the articles of formation and the operating agreement in the case of a limited liability company.

(f)“Independent Directors” means the members of the Board of Directors who are not officers or employees of the Provider.

(g)“Investment Company Act” means the Investment Company Act of 1940, as amended.

(h)“Investments” means the investments of the Company.

(i)“Ordinary Share” means a share of capital stock of the Company now or hereafter authorized as ordinary voting stock of the Company.

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(j)“Subsidiary” means any subsidiary of the Company and any partnership, the general partner of which is the Company or any subsidiary of the Company and any limited liability company, the managing member of which is the Company or any subsidiary of the Company.

SECTION 2. APPOINTMENT AND DUTIES OF THE PROVIDER.

(a)The Company hereby appoints the Provider to manage the assets and affairs of the Company in accordance with the terms and conditions set forth in this Agreement and, in all cases, in accordance with the Plan of Complete Liquidation and Dissolution (as defined in the Purchase Agreement and referred to herein as the “Wind-Down Plan”), and the Provider hereby agrees to use its reasonable best efforts to perform each of the duties set forth herein. The appointment of the Provider shall be exclusive to the Provider except to the extent that the Provider otherwise agrees, in its sole and absolute discretion, and except to the extent that the Provider elects, pursuant to the terms of this Agreement, to cause the duties of the Provider hereunder to be provided by third parties.

(b)The Provider will be responsible for the operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate (and in all cases, in accordance with the Wind-Down Plan), including, without limitation:

(i)administering the Wind-Down Plan;

(ii)handling (including defending, prosecuting or resolving) all claims, disputes or controversies (including any litigation, arbitration, governmental investigations or inquiries, or any other proceedings or negotiations) in which the Company is a party or may otherwise be involved;

(iii)administering the day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary in the management of the Company;

(iv)communicating on behalf of the Company with the holders of any equity or debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders;

(v)assisting the Company in complying with all applicable laws, including federal securities laws, as well as all regulatory requirements applicable to the Company in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents required under the Exchange Act and the Securities Act of 1933, as amended;

(vi)taking actions to enable the Company to make required tax filings and reports, including soliciting stockholders for required information to the extent provided by the provisions of the Code;

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(vii)performing such other services and taking such actions as the Provider may deem necessary, desirable or appropriate, in its sole and absolute discretion, in connection with the foregoing duties; and

(viii)on behalf of the Company, entering into, making and performing contracts, agreements and other undertakings of every kind necessary, advisable or incidental in the determination of the Provider to the operations of the Company.

(c)The Provider may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, financial advisors, banks and other lenders and others as the Provider deems reasonably necessary or advisable in connection with the management, operations and winding up of the Company. Notwithstanding anything contained herein to the contrary, the Provider shall have the right to cause any such services to be rendered by its employees or affiliates. The Company shall pay or reimburse the Provider or its affiliates performing such services (other than wages and salaries of the Provider’s officers and employees) for the cost thereof; provided, that such costs and reimbursements are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis.

(d)The Provider shall prepare, or cause to be prepared, at the sole cost and expense of the Company, all reports, financial or otherwise, with respect to the Company reasonably required by the Board of Directors in order for the Company to comply with its Governing Instruments or any other materials required to be filed with any governmental body or agency, and shall prepare, or cause to be prepared, all materials and data necessary to complete such reports and other materials including, without limitation, an annual audit of the Company’s books of account by a nationally recognized independent accounting firm.

SECTION 3. ADDITIONAL ACTIVITIES.

(a)Nothing herein shall prevent the Provider or any of its affiliates or any of the officers and employees of any of the foregoing from engaging in other businesses or from rendering services of any kind to any other person or entity.

(b)Managers, stockholders, partners, officers, employees and agents of the Provider or affiliates of the Provider may serve as directors, officers, employees, agents, nominees or signatories for the Company or any Subsidiary, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Directors pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company.

SECTION 4. AGENCY.

The Provider shall act as agent of the Company in managing, operating and winding up the affairs of the Company and handling (including defending, prosecuting or resolving) any claims, disputes or controversies (including any litigation, arbitration, governmental investigations or inquiries, or any other proceedings or negotiations) of or against the Company,

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the Board of Directors, holders of the Company’s securities or the Company’s representatives or properties.

SECTION 5. BANK ACCOUNTS.

The Provider may establish and maintain one or more bank accounts in the name of the Company or any Subsidiary (any such account, a “Company Account”), and may collect and deposit funds into any such Company Account or Company Accounts, and disburse funds from any such Company Account or Company Accounts; and the Provider shall from time to time render appropriate accountings of such collections and payments to the Board of Directors and, upon request, to the auditors of the Company or any Subsidiary.

SECTION 6. RECORDS; CONFIDENTIALITY.

The Provider shall maintain appropriate books of accounts and records relating to services performed under this Agreement, and such books of account and records shall be accessible for inspection by representatives of the Company or any Subsidiary at any time during normal business hours upon one (1) business day’s advance written notice. The Provider shall keep confidential any and all information obtained in connection with the services rendered under this Agreement and shall not disclose any such information to nonaffiliated third parties except with the prior written consent of the Board of Directors.

SECTION 7. CONSIDERATION.

The parties hereto agree that this Agreement is entered into upon the exchange of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, in connection with sale of assets by the Company to the Provider.

SECTION 8. EXPENSES OF THE COMPANY.

(a)The Company shall pay all of its expenses and shall reimburse the Provider for all reasonable expenses of the Provider actually incurred on the Company’s behalf (collectively, the “Expenses”). Expenses include all costs and expenses which are expressly designated elsewhere in this Agreement as the Company’s, together with the following:

(i)expenses in connection with administering the Wind-Down Plan (as defined in the Purchase Agreement);

(ii)costs of legal, accounting, tax, auditing, administrative and other similar services rendered for the Company by providers retained by the Provider or, if provided by the Provider’s employees, in amounts which are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis;

(iii)the compensation and expenses of the Independent Directors;

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(iv)compensation and expenses of the Company’s custodian and transfer agent, if any;

(v)all insurance costs incurred in connection with the operation of the Company’s business except for the costs attributable to: (i) the insurance that the Provider elects to carry for itself and its employees or (ii) liability insurance to indemnify the Company’s directors and officers;

(vi)expenses relating to any office or office facilities maintained in whole or in part for the Company;

(vii)expenses connected with the payments of interest, dividends or distributions in cash or any other form made or caused to be made by the Board of Directors to or on account of the holders of securities of the Company or its Subsidiaries;

(viii)expenses connected with communications to holders of securities of the Company or its Subsidiaries and other bookkeeping and clerical work necessary in maintaining relations with holders of such securities and in complying with the continuous reporting and other requirements of governmental bodies or agencies, including, without limitation, all costs of preparing and filing required reports with the Securities and Exchange Commission, the costs payable by the Company to any transfer agent and registrar in connection with the listing and/or trading of the Company’s stock on any exchange, the fees payable by the Company to any such exchange in connection with its listing, costs of preparing, printing and mailing the Company’s annual report to its shareholders and proxy materials with respect to any meeting of the shareholders of the Company; and

(ix)all other expenses actually incurred by the Provider which are reasonably necessary for the performance by the Provider of its duties and functions under this Agreement.

(b)The Provider shall bear expenses consisting of wages and salaries and benefits of the Provider’s officers and employees.

SECTION 9. CALCULATIONS OF EXPENSES.

The Provider shall prepare a statement documenting the Expenses of the Company and the Expenses incurred by the Provider on behalf of the Company during each calendar month, and shall deliver such statement to the Company or the Board of Directors within 20 days after the end of each calendar month. Expenses incurred by the Provider on behalf of the Company shall be reimbursed monthly to the Provider on the first business day of the month immediately following the date of delivery of such statement.

SECTION 10. LIMITS OF PROVIDER RESPONSIBILITY.

The Provider assumes no responsibility under this Agreement other than to render the services called for under this Agreement in good faith and shall not be responsible for any action of the Board of Directors in following or declining to follow any advice or recommendations of the Provider. The Provider, its stockholders, managers, officers and employees will not be liable to the Company or any Subsidiary, to the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners for any acts or omissions by the Provider, its stockholders, managers,

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officers or employees, pursuant to or in accordance with this Agreement, except by reason of acts constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Provider’s duties under this Agreement.

SECTION 11. NO JOINT VENTURE.

Nothing in this Agreement shall be construed to make the Company and the Provider partners or joint venturers or impose any liability as such on either of them.

SECTION 12. TERM; TERMINATION.

(a)Until this Agreement is terminated in accordance with its terms, this Agreement shall be in effect until the date that is one (1) year after the date hereof, and thereafter on each anniversary of such date be deemed renewed automatically each year for an additional one-year period (the “Term”). No later than sixty (60) days prior to the anniversary date of this Agreement of any year during the Term, the Provider may deliver written notice to the Company informing it of the Provider’s intention not to renew the Term, whereupon the Term of this Agreement shall not be renewed and extended and this Agreement shall terminate effective on the anniversary date next following the delivery of such notice.

(b)The Board of Directors may terminate this Agreement for the Company upon thirty (30) days prior written notice of termination to the Provider, in the event of any act of fraud, misappropriation of funds, or embezzlement against the Company or other willful violation of this Agreement by the Provider in its corporate capacity (as distinguished from the acts of any employees of the Provider) under this Agreement or in the event of any gross negligence on the part of the Provider in the performance of its duties under this Agreement.

(c)If this Agreement is terminated pursuant to this Section 12, such termination shall be without any further liability or obligation of either party to the other. In addition, Section 10 of this Agreement shall survive termination of this Agreement.

SECTION 13. ASSIGNMENT.

(a)Except as set forth in Section 13(b) of this Agreement, this Agreement shall terminate automatically in the event of its assignment, in whole or in part, by the Provider, unless such assignment is consented to in writing by the Company with the consent of a majority of the Independent Directors. Any such permitted assignment shall bind the assignee under this Agreement in the same manner as the Provider is bound, and the Provider shall be liable to the Company for all errors or omissions of the assignee under any such assignment. In addition, the assignee shall execute and deliver to the Company a counterpart of this Agreement naming such assignee as Provider. This Agreement shall not be assigned by the Company without the prior written consent of the Provider, except in the case of assignment by the Company to another organization which is a successor (by merger, consolidation or purchase of assets) to the Company, in which case such successor organization shall be bound under this Agreement and by the terms of such assignment in the same manner as the Company is bound under this Agreement.

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(b)Notwithstanding any provision of this Agreement, the Provider may subcontract and assign any or all of its responsibilities under this Agreement to any of its affiliates in accordance with the terms of this Agreement applicable to any such subcontract or assignment, and the Company hereby consents to any such assignment and subcontracting; provided, however, that any such assignment by Provider shall not diminish any of the Provider’s obligations with respect to the services to be provided under this Agreement. In addition, nothing contained in this Agreement shall preclude any pledge, hypothecation or other transfer of any amounts payable to the Provider under this Agreement.

SECTION 14. NOTICES.

Unless expressly provided otherwise in this Agreement, all notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given, made and received when delivered against receipt or upon actual receipt of (i) personal delivery, (ii) delivery by reputable overnight courier, (iii) delivery by facsimile transmission or email against answerback, or (iv) delivery by registered or certified mail, postage prepaid, return receipt requested, addressed as set forth below:

(a)    If to the Company:

Home Loan Servicing Solutions, Ltd.c/o Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue

George Town, Grand Cayman KY1-9005Email:    michael.lubin@hlss.com    james.lauter@hlss.com
Attention:     Michael Lubin, General Counsel        James E. Lauter, Chief Financial Officer

(b)    If to the Provider:

HLSS Advances Acquisition Corp.
1345 Avenue of the Americas
46th Floor
New York, New York 10105 Facsimile: (212) 798-6070
Email: cmacdougall@fortress.com
Attention:     Cameron MacDougall, Esq.

Either party may alter the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 14 for the giving of notice.

SECTION 15. BINDING NATURE OF AGREEMENT; SUCCESSORS AND ASSIGNS.

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This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and permitted assigns as provided in this Agreement.

SECTION 16. ENTIRE AGREEMENT.

This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter of this Agreement. The express terms of this Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms of this Agreement. This Agreement may not be modified or amended other than by an agreement in writing.

SECTION 17. CONTROLLING LAW.

This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York, notwithstanding any New York or other conflict-of-law provisions to the contrary.

SECTION 18. INDULGENCES, NOT WAIVERS.

Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

SECTION 19. TITLES NOT TO AFFECT INTERPRETATION.

The titles of paragraphs and subparagraphs contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation of this Agreement.

SECTION 20. EXECUTION IN COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding

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when one or more counterparts of this Agreement, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

SECTION 21. PROVISIONS SEPARABLE.

The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

SECTION 22. GENDER.

Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

HOME LOAN SERVICING SOLUTIONS, LTD.,

By:_______________________________

Name:

Title:

HLSS ADVANCES ACQUISITION CORP.

By:_______________________________

Name:

Title:

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EX-2.5

Exhibit 2.5

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 6th day of April, 2015, by and between New Residential Investment Corp., a Delaware corporation (the “Company”) and Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (the “Holder”).

WHEREAS, on the date hereof, the Company, Holder and certain other parties are entering into that certain Share and Asset Purchase Agreement (the “Purchase Agreement”) pursuant to which, subject to the terms and conditions thereof, the Holder shall sell, convey, assign, transfer and deliver, as legal and beneficial owner, the Purchased Assets (as defined in the Purchase Agreement) to the Company in exchange for an amount of cash set forth in the Purchase Agreement and 28,286,980 shares of Common Stock of the Company (the “Shares”); and

WHEREAS, as a condition to the Company delivering such Shares to the Holder and to memorialize certain rights relating to the registration of Shares held by the Holder, the Holder and the Company desire to enter into this Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.DEFINITIONS. The following capitalized terms used herein have the following meanings:

“Agreement” means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

“Business Combination” means the acquisition of direct or indirect ownership through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar type of transaction, of one or more businesses or entities.

“Business Day” means any day that is not a Saturday, a Sunday or other

day on which banks are required or authorized by law to be closed in the City of New

York.

“Closing Date” has the meaning given such term in the Purchase Agreement.

“Commission” means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.

“Common Stock” means the common stock, par value $0.01 per share, of the Company.

“Company” is defined in the preamble to this Agreement.

“Delay Period” is defined in Section 2.1.2.

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“Demand Registration” is defined in Section 2.1.1.

“Demand Registration Statement” is a Registration Statement filed in connection with a Demand Registration.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Governmental Authority” means any government, governmental, regulatory or administrative agency, quasi-governmental agency, department, bureau, office, commission, tribunal, arbitrator, authority or instrumentality or court of competent jurisdiction, whether international, foreign, provincial, domestic, federal, state or local or any political or other subdivision, department or branch or official of the foregoing.

“Holder Indemnified Party” is defined in Section 4.1.

“Indemnified Party” is defined in Section 4.3.

“Indemnifying Party” is defined in Section 4.3.

“Initial Offering” the first underwritten offering of the Company’s Common Stock following the closing of the Purchase Agreement, in which the parties intend for the Holder to sell all of the Holder’s Registrable Securities and for the Company to sell newly issued shares.

“Maximum Number of Shares” is defined in Section 2.1.5.

“Purchase Agreement” is defined in the Recitals.

“Misstatement” is defined in Section 3.1.12.

“Notices” is defined in Section 6.2.

“Person” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind, and shall include any successor (by merger or otherwise) of such entity.

“Piggy-Back Registration” is defined in Section 2.2.1.

“Piggy-Back Registration Statement” is a Registration Statement filed in connection with a Piggy-Back Registration.

“Register,” “Registered” and “Registration” means a registration effected by preparing and filing a registration statement or similar document (including a prospectus supplement to an effective registration statement) in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

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“Registrable Securities” mean (i) all of the shares of the Common Stock issued to Holder pursuant to the Purchase Agreement, and (ii) any shares or other securities issued in respect of such Registrable Securities by reason of or in connection with any stock dividend, stock distribution, stock split, purchase in any rights offering or in connection with any exchange for or replacement of such Registrable Securities or any combination of shares, recapitalization, reorganization, merger or consolidation, or any other equity securities issued pursuant to any pro rata distribution with respect to the Common Stock. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act (or a prospectus supplement shall have been filed with respect to an effective registration statement) and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such registration statement; (b) such securities shall have been otherwise transferred and new certificates for such securities not bearing a legend restricting further transfer have been delivered by the Company and, and any subsequent public distribution of such securities shall not require registration under the Securities Act or any state securities or “blue sky” law then in force; or (c) such securities shall have ceased to be outstanding.

“Registration Expenses” is defined in Section 3.3.

“Registration Statement” means a registration statement (including a prospectus supplement to an effective registration statement) filed by the Company with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement on Form S-4 or Form S-8, or their successors, or any registration statement covering securities proposed to be issued in exchange for securities or assets of another entity or for the benefit of employees or in connection with a Business Combination).

“Rule 144” shall mean Rule 144 under the Securities Act (or any successor rule).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder, all as the same shall be in effect at the time.

“Shelf Registration Statement” is defined in Section 2.1.3.

“Transfer” means any direct or indirect sale, transfer, assignment, conveyance, pledge or other encumbrance or disposition.

“Underwriter” means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s market-making activities.

“WKSI” means any Securities Act registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities Act at the most recent eligibility determination date specified in paragraph (2) of that definition.

2.REGISTRATION RIGHTS.

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2.1    Demand Registration.

2.1.1    Request for Registration. At any time and from time to time on or after the earlier of (x) the closing of the Initial Offering, and (y) 10 Business Days after the date of this Agreement, until the second anniversary of this Agreement, the Holder may make a written demand for registration under the Securities Act of all or part of its Registrable Securities (a “Demand Registration”); provided, that, the first such Demand Registration must be for not less than 50% of the then outstanding Registrable Securities. Any request for a Demand Registration shall specify the number of Shares proposed to be sold and the intended method(s) of distribution thereof. After the Initial Offering, the Company shall not be obligated to effect more than an aggregate of two (2) Demand Registrations (including take-downs off of an effective Registration Statement) under this Section 2.1.1. The Initial Offering shall be in the form of an underwritten offering and, for the avoidance of doubt, any Demand Registration made in connection with the Initial Offering shall not count as one of the two Demand Registrations.

2.1.2    Restrictions on Demand Registrations. The Company may postpone the filing or the effectiveness of a Demand Registration Statement if, based on the good faith judgment of the Board of Directors of the Company (or a duly authorized committee thereof), such postponement is necessary in order to avoid premature disclosure of a matter the Board has determined would not be in the best interest of the Company to be disclosed at such time; provided, however, that the Company may not exercise its delay rights more than two times in any 12 month period and not in excess of 90 days in any 12 month period. The period during which filing or effectiveness is so postponed hereunder is referred to as a “Delay Period.” The Company shall provide written notice to Holder of (x) any Delay Period, (y) the Company’s decision to file or seek effectiveness of such Demand Registration Statement following such Delay Period and (z) the effectiveness of such Demand Registration Statement or commencement of such offering. Additionally, the Company may postpone the filing or effectiveness of a Demand Registration Statement, if it is unable to obtain any consent or customary comfort letter from Holder’s independent accountants that may be necessary or advisable (as determined by the Company or the managing Underwriter of such Demand Registration) to conduct a Demand Registration.

2.1.3    Effective Registration. Upon receipt by the Company of a request by Holder for a Demand Registration, the Company agrees to file with the Commission no later than 10 days after receipt of such request for a Demand Registration (unless a longer period shall be needed in order to include any pro forma financial statements or stand-alone financial statements of an acquired or to be acquired business), a prospectus supplement under Rule 424(B) of the Securities Act, to its then effective “automatic shelf registration statement” as defined under Rule 405 under the Securities Act on Form S-3 permitting the public offering and sale of the Registrable Securities (the “Shelf Registration Statement”) to effect the Demand Registration. If the Company does not then have an effective Shelf Registration Statement or is unable to effect the Demand Registration pursuant to such Shelf Registration Statement, then the Company will file a new Registration Statement on the form it deems appropriate in order to effect the public offering and sale of the Registrable Securities as soon as reasonably practicable, but no later than 30 days after receipt of such request for a Demand Registration (unless a longer period shall be needed in order to include any pro forma financial statements or stand-alone financial statements of an acquired or to be acquired business).

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2.1.4    Underwritten Offering. In the event of an underwritten offering, the right of Holder to include its Registrable Securities in such registration shall be conditioned upon Holder’s participation in such underwriting and the inclusion of Holder’s Registrable Securities in the underwriting to the extent provided herein. The right of Holder to include its Registrable Securities in such registration shall be conditioned upon Holder’s participation in such underwriting and the inclusion of Holder’s Registrable Securities in the underwriting to the extent provided herein. Holder (and if required by the managing Underwriter(s) of such offering, its executive officers and directors) shall enter into an underwriting agreement and lock-up agreement in customary form with the Underwriter(s) selected for such underwriting by the Company (following consultation with the Holder). Following consultation with the Company, the Holder shall have the right to determine whether the Registrable Securities included in a Demand Registration (including take-downs off of an effective Registration Statement) are to be offered in a marketed or a “block” trade transaction.

2.1.5    Reduction of Offering. If the managing Underwriter or Underwriters for a Demand Registration in good faith, advises the Company and the Holder in writing that the dollar amount or number of shares of Registrable Securities which the Holder desires to sell, taken together with all other shares of Common Stock or other securities which the Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written contractual piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of shares that can be sold in such offering without significantly adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration: (i) the Registrable Securities as to which Demand Registration has been requested by the Holder that can be sold without exceeding the Maximum Number of Shares; (ii) to the extent that the Maximum Number of Shares has not been reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Number of Shares; and (iii) to the extent that the Maximum Number of Shares have not been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Shares.

2.1.6    Withdrawal. If Holder makes a request for a Demand Registration and subsequently withdraws its request after the filing of the Demand Registration Statement or related prospectus supplement, such request shall not count as a Demand Registration provided for in Section 2.1. Notwithstanding the foregoing, Holder shall be entitled, at any time after receiving notice of a Delay Period pursuant to Section 2.1.2 and before such Demand Registration Statement becomes effective or before such offering is commenced, to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as a Demand Registrations.

2.1.7    Period Between Offerings. The Company is not obligated to effect a Demand Registration within 90 days after the closing date of a previous Demand Registration or a Piggy-Back Registration in which the Holder participates.

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2.2    Piggy-Back Registration.

2.2.1    Piggy-Back Rights. If at any time the Company proposes to publicly sell in an underwritten offering, including the Initial Offering, or register for sale any of its Common Stock, in either case pursuant to a Registration Statement under the Securities Act (other than a Registration Statement (i) filed in connection with any employee stock option or other benefit or similar plan (whether on Form S-8 or otherwise), (ii) for an exchange offer or offering of securities in connection with a Business Combination, (iii) that is an omnibus shelf Registration Statement where the Company does not intend to immediately offer securities pursuant to such Registration Statement, or (iv) for a dividend reinvestment plan), Parent shall give written notice to Holder as soon as reasonably practicable but not less than five (5) days (twenty-four (24) hours in the case of a non-marketed bought deal, overnight trade or similar transaction) prior to the initial filing of such Piggy-Back Registration Statement or the date of the commencement of any such offering and, subject to Sections 2.2.2 and 2.2.3 hereof, shall include in such Piggy-Back Registration Statement, all Registrable Securities with respect to which the Company has received a written request from Holder within three (3) days (twelve (12) hours in the case of a non-marketed bought deal, overnight trade or similar transaction) following receipt of such notice (a “Piggy-Back Registration”). Holder’s right to participate in any Piggy-Back Registration pursuant to an underwritten offering shall be conditioned on the Holder entering into an underwriting agreement in customary form and acting in accordance with the terms and conditions thereof.

2.2.2    Priority on Primary Registrations. If a Piggy-Back Registration is initiated as an underwritten primary registration on behalf of the Company, which shall include the Initial Offering, and the managing Underwriter advises the Company that in its reasonable opinion the number of equity securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such equity securities can be sold, then the Company shall include in such registration the maximum number of shares that such Underwriter advises can be so sold without having such adverse effect, allocated (i) first, to the equity securities the Company proposes to sell, (ii) second, shares requested to be included by Holder in such Piggy-Back Registration, and (iii) third, among other security holders of the Company, pro rata among such holder(s) on the basis of the percentage of the then outstanding shares requested to be registered by them or on such basis as such holder(s) may agree among themselves and the Company.

2.2.3    Priority on Secondary Registrations. If a Piggy-Back Registration is initiated as a secondary underwritten registration (which for the avoidance of doubt does not include the Initial Offering) on behalf of a holder of the Company’s securities other than Holder, and the managing Underwriter advises the Company that in its reasonable opinion the number of securities requested to be included in such registration exceeds the number that can be sold in such offering without having an adverse effect on such offering, including the price at which such securities can be sold, then the Company shall include in such registration the maximum number of shares that such Underwriter advises can be so sold without having such adverse effect, allocated (i) first, to the securities requested to be included therein by the holder(s) requesting such registration, (ii) second, among the Company and Holder pro rata or on such basis as the Holder may otherwise agree with the Company, and (iii) third, among other security holders of the Company, pro rata among such holder(s) on the basis of the percentage of the shares requested to

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be registered by them or on such basis as such holder(s) may agree among themselves and the Company.

2.2.4    Withdrawal. The Holder may elect to withdraw its request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the proposed filing. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Piggy-Back Registration Statement at any time.

2.2.5    Piggy-Back Registration Rights do not Count as a Demand Registration. For purposes of clarity, any registration effected pursuant to Section 2.2 hereof shall not be counted as a registration pursuant to a Demand Registration effected under Section 2.1 hereof.

3.    REGISTRATION PROCEDURES.

3.1    Filings; Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section 2, the Company shall use its reasonable best efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method(s) or combination of methods of distribution thereof available to, and requested by, the Holder as expeditiously as practicable, and in connection with any such request and subject to the limitations set forth in this Agreement:

3.1.1    Filing Registration Statement. If a Shelf Registration Statement is not already effective to effect a Demand Registration, the Company shall file with the Commission a new Registration Statement in accordance with the provisions of Section 2.1 and use best efforts to cause such registration statement to become and remain effective at all times while this Agreement is in effect.

3.1.2    Copies. The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Holder, Underwriters and the Holder’s and Underwriters’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein other than ordinary course Exchange Act reports), the prospectus included in such Registration Statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under the Securities Act, and such other documents as the Holder, any Underwriters or their respective legal counsel may reasonably request in order to facilitate the disposition of the Registrable Securities owned by the Holder.

3.1.3    Amendments and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of distribution set forth in such Registration Statement or such securities have been withdrawn.

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3.1.4    Notification. After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) Business Days after such filing, notify the Holder of such filing. The Company shall further notify the Holder promptly within two (2) Business Days of the occurrence of any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall take all actions reasonably required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and promptly make available to the Holder any such supplement or amendment.

3.1.5    Securities Laws Compliance. The Company shall use its reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holder (in light of their intended plan of distribution) may request; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.

3.1.6    Agreements for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in customary form) and take such other actions as are reasonably and customarily required in order to expedite or facilitate the disposition of such Registrable Securities; providedthat such agreements are consistent with this Agreement. Any such customary agreement entered into with respect to the Registrable Securities shall be in a form approved by Holder.

3.1.7    Marketing. In the case of a marketed underwritten offering, the Company shall use its reasonable best efforts to cause members of senior management of the Company to be available to participate in, and to reasonably cooperate with the managing Underwriter(s) in connection with, customary marketing activities (including analyst and sales force meetings, select conference calls, one-on-one meetings with prospective purchasers and road shows).

3.1.8    FINRA. The Company shall reasonably cooperate with the Holder and any managing Underwriter(s) participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority.

3.1.9    Records. Upon execution of confidentiality agreements in form and substance reasonably satisfactory to the Company, the Company shall make available for inspection by one representative on behalf of the Holder and any managing Underwriter(s), and any attorney, accountant or other agent retained by any such Holder or underwriters, at reasonable times and in a reasonable manner, all pertinent financial and other records and corporate documents of the Company, and cause the Company’s officers, directors and employees to supply all information

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reasonably requested by the Holder, sales or placement agent, Underwriter, attorney, accountant or agent to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act that is customary for a participant in a securities offering in connection with such registration statement; provided that the foregoing investigation and information gathering shall be coordinated on behalf of such parties by one firm of counsel designated by and on behalf of such parties.

3.1.10    Opinions and Comfort Letters. The Company shall furnish to the Underwriters customary opinions of counsel and comfort letters from the Company’s independent accountants, in form, substance and scope as are customary in underwritten offerings, subject to customary limitations, assumptions and exclusions, it being agreed that Holder will use its best efforts to obtain any comfort letter of its accountants required by the Underwriters of such offering.

3.1.11    Listing. The Company shall use its reasonable best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated.

3.1.12    Misstatements. The Company shall promptly notify the Holder at any time when a prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or prospectus, or necessary to make the statements therein in the light of the circumstances under which they were made not misleading (a “Misstatement”), and then to promptly prepare and file a prospectus or prospectus supplement that corrects such Misstatement.

3.2    Obligation to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.1.4(iv), the Holder shall immediately discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) and, if so directed by the Company, the Holder will deliver to the Company all copies, other than permanent file copies then in the Holder’s possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.

3.3    Registration Expenses. The Company shall bear all costs and expenses incurred in effecting any registration pursuant to this Agreement (including a Demand Registration Statement and a Piggy-Back Registration Statement), including registration, qualification, listing and filing fees (including, without limitation, all SEC and FINRA filing fees), printing expenses, transfer agents and registrar’s fees and expenses, fees and disbursements of counsel for the Company and all accountants and other persons retained by the Company, and blue sky (and other securities laws) fees and expenses associated with any Registration Statement, as well as all internal fees and expenses of the Company and such fees and expenses specified as payable by the Company in the applicable underwriting agreement (collectively, “Registration Expenses”). The Company shall have no obligation to pay any underwriting discounts, selling commissions, stock transfer taxes, and other selling expenses incurred by the Holder associated

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with effecting any sales of Registrable Securities under any Registration Statement which are not included as Registration Expenses. Notwithstanding anything to the contrary contained in this Agreement, Holder shall bear its own counsel expenses and any fees and expenses of Holder’s independent accountants (including any expenses related to the inclusion of Holder’s financial statements in any Registration Statement contemplated by this Agreement, and the costs relating to any comfort letter delivered by Holder’s accountants in connection with an offering contemplated hereby); provided, however, that any such legal and accounting expenses actually paid by Holder shall count towards the $50,000,000 of Post Closing Liabilities (as defined in the Purchase Agreement) that Holder is obligated to bear pursuant to the Purchase Agreement.

3.4    Information. The Holder shall provide such information as may reasonably be requested by the Company, or the managing Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto, in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws.

3.5    Requirements for Participation in Underwritten Offerings. Neither the Holder nor any other person may participate in any underwritten offering for equity securities of the Company pursuant to a registration hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company, (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements; and (iii) takes such further actions as are reasonably and customarily required in order to facilitate such offering.

3.6    WKSI Status. The Company is a WKSI and agrees to use commercially reasonable efforts remain a WKSI at all times while this Agreement is in effect. The Company represents and warrants to the Holder that, to the Company’s knowledge, there exist no facts or circumstances that could reasonably be expected to prohibit or delay the filing or effectiveness of any Registration Statement, or the offer or sale of the Registrable Securities pursuant thereto, including without limitation, with respect to any consent or customary comfort letter from the Company’s independent accountants that may be necessary or advisable.

3.7    Rule 144. Notwithstanding the foregoing, with a view to making available to the Holder the benefits of certain rules and regulations of the SEC that may at any time permit the sale of Registrable Securities to the public without registration, from and after the Initial Offering, the Company agrees to use its commercially reasonable efforts to:

(a) make and keep public information available, as those terms are defined in Rule 144, at all times;

(b) file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(c) furnish to the Holder, so long as such Holder owns any Registrable Securities, upon request by such Holder, (i) a written statement by the Company that it has complied with the

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reporting requirements of Rule 144, and of the Securities Act and the Exchange Act or that it qualifies as a registrant whose securities may be resold pursuant to Form S-3, (ii) a copy of the most recent annual or quarterly report of the Company and (iii) such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a stockholder may reasonably request in availing itself of any rule or regulation of the SEC allowing a stockholder to sell any such securities without registration, including “current public information” satisfying the requirements of paragraph (c) of Rule 144 and information satisfying the requirements of paragraph (d)(4) of Rule 144A under the Securities Act.

4.    INDEMNIFICATION AND CONTRIBUTION.

4.1    Indemnification by the Company. The Company agrees to indemnify and hold harmless the Holder, and each of its officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person, if any, who controls the Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) (each, an “Holder Indemnified Party”), from and against any and all expenses, losses, judgments, claims, damages or liabilities (or actions in respect thereof), whether joint or several, arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration; and the Company shall promptly reimburse any Holder Indemnified Party for any legal and any other expenses reasonably incurred by such Holder Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, loss, judgment, claim, damage or liability arises out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. Such indemnification obligation shall be in addition to any liability that the Company may otherwise have to the Holder or any Holder Indemnified Party.

4.2    Indemnification by Holder. The Holder will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such Holder, indemnify and hold harmless the Company, each of its directors and officers, and each other selling holder and each other person, if any, who controls another selling holder within the meaning of the Securities Act, from and against any and all losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under

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the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by the Holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any documented out-of-pocket legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. The Holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by such Holder.

4.3    Conduct of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder, notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage, liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but no more than one such separate counsel and any local counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party, with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written opinion of counsel of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding without an admission of fault for any matters in connection with such claim or proceeding.

4.4    Contribution.

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4.4.1    If the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

4.4.2    The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding Section 4.4.1. The amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4.4, the Holder shall not be required to contribute any amount in excess of the dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received by the Holder which gave rise to such contribution obligation. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

4.5    Survival. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Party or any officer, director or controlling person of such Indemnified Party and shall survive the transfer of securities.

5.    LOCK-UPS

5.1    Transfer Restrictions. Without the prior written consent of the Company, Holder agrees not to sell, pledge, distribute or otherwise Transfer any Registrable Securities, including to its stockholders, except pursuant to the terms of this Agreement. Any purported Transfer in violation of the provisions of this Section 5.1 shall be null and void and shall have no force or effect. Notwithstanding the foregoing, in the event Holder beneficially owns at least 10% of the Registrable Securities issued on the Closing Date on or after the six month anniversary of this Agreement, Holder may distribute all, but not less than all, of the Registrable Securities to its stockholders on a pro rata basis and the Company will file a Registration Statement or a prospectus supplement to an existing Registration Statement to effect such Transfer.

5.2    Lock-ups in Underwritten Offerings. For so long as Holder beneficially owns at least 5% of the Company’s Common Stock, the Holder agrees to, and shall exercise its

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reasonable best efforts to obtain agreements (in the Underwriters’ customary form) from its directors, executive officers and beneficial owners of 5% or more of the Holder’s outstanding voting securities to, enter into customary lock-up agreements requested by the managing Underwriter of an underwritten offering of the Company’s equity securities, whether or not the Holder participates in such offering.

5.3    Standstill. The Holder agrees that from and after the date of this Agreement, until the later to occur of (1) the date on which the Holder beneficially owns no Registrable Securities and (2) the second anniversary of this Agreement, it will not, without the prior written consent of the Company:

(a)    acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether through market purchases, tender or exchange offer or otherwise, record or beneficial ownership of, or the right to vote, any of the outstanding securities of the Company or direct or indirect rights to acquire more than any of the outstanding securities of the Company or any subsidiary thereof, or of any successor to or person in control of the Company, or any assets of the Company or any subsidiary or division thereof or of any such successor or controlling person

(b)    make or in any way participate, directly or indirectly, in any “solicitation” of “proxies” to vote (as such terms are used in the rules of the Commission), or seek to advise or influence any person or entity with respect to the voting of any voting securities of the Company;

(c)    propose or seek to effect a Business Combination involving, or a tender or exchange offer for securities of, the Company or any of its subsidiaries or any material portion of the Company’s or such subsidiary’s business or assets or any other type of transaction that would result in a change in control of the Company;

(d)     make any public announcement with respect to, or submit a proposal for or offer of (with or without conditions), any extraordinary transaction involving the Company or any of its securities or assets;

(e)    seek to exercise any control or influence over the management of the Company or its board of directors or any of the businesses, operations or policies of the Company;

(f)    form, join or in any way participate in a “group” as defined in Regulation 13D-G under the Exchange Act, in connection with any of the foregoing; or

(g) request the Company, directly or indirectly, to amend or waive any provision of this paragraph.

6.    MISCELLANEOUS.

6.1    Assignment; No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company and the Holder hereunder may not be assigned or delegated by the Company or the Holder in whole or in part. This Agreement is not intended to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.1.

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6.2    Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile; provided, that if such service or transmission is not on a Business Day or is after normal business hours, then such notice shall be deemed given on the next Business Day. Notice otherwise sent as provided herein shall be deemed given on the next Business Day following timely delivery of such notice to a reputable air courier service with an order for next-day delivery.

If to the Company, to:

New Residential Investment Corp.
c/o FIG LLC
1345 Avenue of the Americas, 46th Floor
New York, New York 10105
Phone: (212) 479-1522
Facsimile: (212) 798-6070
Email: cmacdougall@fortress.com
Attention: Cameron MacDougall, Esq.

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Phone: (212) 735-3000
Facsimile: (212) 735-2000
Email:    joseph.coco@skadden.com    peter.serating@skadden.com
Attention:    Joseph A. Coco, Esq.        Peter D. Serating, Esq.

If to a Holder, to:

Home Loan Servicing Solutions, Ltd.
c/o Intertrust Corporate Servicers (Cayman) Limited
190 Elgin Avenue
George Town, Grand Cayman
KY1-9005
Cayman Islands
Phone: (345) 945-3727
Email:    michael.lubin@hlss.com    james.lauter@hlss.com
Attention:    Michael Lubin, General Counsel        James E. Lauter, Chief Financial Officer

with a copy (which shall not constitute notice) to:

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Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
Phone: (212) 310-8000
Facsimile: (212) 310-8007
Email:    frederick.green@weil.com    michael.lubowitz@weil.com
Attention:    Frederick S. Green, Esq.        Michael E. Lubowitz, Esq.

6.3    Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable.

6.4    Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Facsimile signatures or signatures received as a .pdf attachment to electronic mail shall be treated as original signatures for all purposes of this Agreement.

6.5    Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written.

6.6    Modifications and Amendments. Upon the written consent of the Company and the Holder, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified. No course of dealing between the Holder or the Company and any other party hereto or any failure or delay on the part of the Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of the Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

6.7    Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

6.8    Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any

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breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

6.9    Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holder may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

6.10    Governing Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.

6.11    Waiver of Trial by Jury. Each party hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement, the transactions contemplated hereby, or the actions of the Holder in the negotiation, administration, performance or enforcement hereof.

6.12    Other Registration Rights Agreements. The Company shall not enter into any agreement with respect to its equity securities that adversely affects the priorities of the Holder in the event of an Underwriter cut-back as set forth in Section 2.2.2 and 2.2.3 herein.

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6.13    Term. This Agreement shall terminate upon the earlier of the second anniversary of the Agreement and the date on which the Holder does not hold any Registrable Securities. No termination under this Agreement shall relieve any Person of liability for breach prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 4 hereof shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

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IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.

COMPANY

NEW RESIDENTIAL INVESTMENT CORP.

By: _______________________________
Name:
Title:

HOLDER

HOME LOAN SERVICING SOLUTIONS, LTD.

By: _______________________________
Name:
Title:

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EX-2.6

Exhibit 2.6

TERMINATION AGREEMENT

This TERMINATION AGREEMENT (this “Termination Agreement”), dated as of April 6, 2015 (the “Termination Date”), is by and among Home Loan Servicing Solutions, Ltd., a Cayman Islands exempted company (the “Company”), New Residential Investment Corp., a Delaware corporation (“Parent”), and Hexagon Merger Sub, Ltd., a Cayman Islands exempted company and a wholly owned Subsidiary of Parent (“Merger Sub” and together with Parent, the "Parent Parties"). All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Merger Agreement.

WHEREAS, the parties have made and entered into an Agreement and Plan of Merger, dated as of February 22, 2015 (the “Merger Agreement”), pursuant to which Merger Sub was to be merged with and into the Company on the terms and subject to the conditions set forth in the Merger Agreement;

WHEREAS, in recognition of certain recent developments that give rise to Parent's right to terminate the Merger Agreement, Parent, Merger Sub and the Company mutually desire to terminate the Merger Agreement on the terms and subject to the conditions set forth therein and in this Termination Agreement;

WHEREAS, the Company and Parent have agreed, concurrently with (and as a condition to) the execution hereof, that the Company, Parent and certain wholly-owned subsidiaries of Parent will enter into a Share and Asset Purchase Agreement, dated as of the date hereof (the “Asset Purchase Agreement”); and

WHEREAS the respective Boards of Directors of Parent, Merger Sub and the Company have approved the execution, delivery and performance of this Termination Agreement and the transactions contemplated hereby.

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Parent, Merger Sub and the Company hereby agree as follows:

1. Termination.  Pursuant to Section 8.01(a) and Section 8.06 of the Merger Agreement, the Merger Agreement is hereby terminated, including, provisions of the Merger Agreement which by their terms would otherwise have survived the termination of the Merger Agreement, and is of no further force or effect (the “Termination”); provided, that, the parties agree that this Termination Agreement and the Termination shall be effective concurrently with the execution of the Asset Purchase Agreement on the date hereof, in each case subject to the execution and delivery thereof by all parties thereto in accordance with the terms thereof.

2. Representations and Warranties.  Each of Parent, Merger Sub and the Company hereby represents and warrants as to itself that: (a) it has the corporate right, power

and authority to enter into, to deliver and to perform its obligations under this Termination Agreement, (b) the execution, delivery and performance by it has been duly authorized by all necessary action, (c) it has duly and validly executed and delivered this Termination Agreement, and (d) assuming due authorization, execution and delivery of this Termination Agreement by the other parties, this Termination Agreement constitutes a legal, valid and binding obligation of such party, enforceable in accordance with its terms, subject to: (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.  Except as expressly set forth in this Section 2, no party makes additional representations or warranties express, implied or statutory as to any other matter whatsoever.

3. Mutual Release.

(a) Each of the Parent Parties, on the one hand, and the Company, on the other hand, on their own behalf and on behalf of their respective parent entities, controlling persons, associates, affiliates or subsidiaries and each and all of their respective past or present, direct or indirect, officers, directors, stockholders, principals, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors or assigns (collectively, the “Releasing Persons”) shall and shall be deemed to have completely, fully, finally and forever compromised, settled, released, discharged, extinguished, relinquished, and dismissed with prejudice any claims, demands, rights, actions, causes of action, potential actions, liabilities, damages, diminutions in value, debts, losses, obligations, judgments, interest, penalties, fines, sanctions, fees, duties, suits, costs, expenses, matters, controversies, and issues known or unknown, contingent or absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued, apparent or unapparent, including known claims and Unknown Claims (defined below), whether individual, direct, class, derivative, representative, legal, equitable or of any other type or asserted in any other capacity, that have been or could have been, asserted in any court, tribunal or proceeding (including, but not limited to, any claims arising under federal, state, foreign, statutory or common law, including the federal or state securities, antitrust, and disclosure laws or any claims that could be asserted derivatively on behalf of any Parent Party or the Company, as applicable), by or on behalf of such party or any of its Releasing Persons, or which arise out of or relate to the stockholdings of any stockholder of any Parent Party or the Company, as applicable, or any such shareholder's status as a shareholder of such party, against the Company (in the case of Releasing Persons that include the Parent Parties or their shareholders) or the Parent Parties (in the case of Releasing Persons that include the Company or its shareholders), or any of their respective parent entities, controlling persons, associates, affiliates or subsidiaries and each and all of their respective past or present, direct or indirect, officers, directors, stockholders, principals, representatives, employees, attorneys, financial or investment advisors, consultants, accountants, investment bankers, commercial bankers, entities

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providing fairness opinions, advisors or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships, investment funds, limited liability companies, members, joint ventures, personal or legal representatives, estates, administrators, predecessors, successors or assigns (the “Released Persons”), which the Releasing Persons ever had, now have, or may in the future have by reason of, arising out of, relating to, or in connection with the acts, events, facts, matters, transactions, occurrences, statements or representations, or any other matter whatsoever set forth in or otherwise related, directly or indirectly, to the Merger Agreement, the Merger or other transactions contemplated therein, any term, condition or circumstance of the Merger or the events that preceded the Termination, or disclosures made in connection with the Merger Agreement, the Merger or the Termination (including any alleged misstatements or omissions or the adequacy and completeness of such disclosures) (the “Settled Claims”); provided, however, that the Settled Claims shall not include any claims to enforce this Termination Agreement and any rights, obligations, privileges or claims that such parties may have under the Asset Purchase Agreement.

(b) Each of the Parent Parties, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of its Releasing Persons, acknowledges that they may discover facts in addition to or different from those now known or believed to be true by them with respect to the Settled Claims, but that it is the intention of such party on its own behalf and on behalf of its Releasing Persons, to completely, fully, finally, and forever compromise, settle, release, discharge, extinguish, and dismiss any and all Settled Claims, known or unknown, suspected or unsuspected, contingent or absolute, accrued or unaccrued, apparent or unapparent, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery of additional or different facts. Each of the Parent Parties, on the one hand, and the Company, on the other hand, on its own behalf and on behalf of its Releasing Persons, acknowledges that “Unknown Claims” are expressly included in the definition of “Settled Claims,” and that such inclusion was expressly bargained for and was a key element of this Termination Agreement and the release set forth in this Section 3 and was relied upon by each and all of the Released Persons in entering into this Termination Agreement. “Unknown Claims” means any claim that a party or any of its Releasing Persons does not know or suspect exists in his, her, or its favor at the time of the release of the Settled Claims as against the Released Persons, including without limitation those which, if known, might have affected the decision to enter into this Termination Agreement.

(c) The releases set forth in this Section 3 are intended to extinguish all Settled Claims and, consistent with such intention, the Releasing Persons shall waive and relinquish, to the fullest extent permitted by Law, the provisions, rights, and benefits of any state, federal or foreign law or principle of common law, that may have the effect of limiting the releases set forth in Sections 3(a) and 3(b). The Releasing Persons shall be deemed to relinquish, to the extent applicable, and to the fullest extent permitted by law, the provisions, rights and benefits of Section 1542 of the California Civil Code, which states that: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,

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WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. In addition, the Releasing Persons shall be deemed to waive any and all provisions, rights and benefits conferred by any Law of any state or territory of the United States, or principle of common law, which is similar, comparable or equivalent to California Civil Code Section 1542.

4. Public Announcements.  Parent and the Company shall consult with each other before issuing, and give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transactions contemplated by this Termination Agreement, including the Termination, and shall not issue any such press release or make any such public statement prior to such consultation, except as such party may reasonably conclude, after consultation with legal counsel, is required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system (in which case the disclosing party shall consult with the other party in advance of such disclosure to the extent practicable under the circumstances). The Company and Parent agree that the initial press release to be issued with respect to the Termination and this Termination Agreement shall be in the form heretofore agreed to by the parties. Nothing in this Section 4 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Termination Agreement.

5. Interpretation. When a reference is made in this Termination Agreement to a Section such reference shall be to a Section of this Termination Agreement unless otherwise indicated. The headings contained in this Termination Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Termination Agreement. Whenever the words “include”, “includes” or “including” are used in this Termination Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and words of similar import when used in this Termination Agreement shall refer to this Termination Agreement as a whole and not to any particular provision of this Termination Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The definitions contained in this Termination Agreement are applicable to the singular as well as the plural forms of such terms. All pronouns and any variations thereof refer to the masculine, feminine or neuter as the context may require. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its permitted successors and assigns.

6. Severability. If any term or other provision of this Termination Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other conditions and provisions of this Termination Agreement shall nevertheless remain in full force and effect so long as either the economic or legal substance of the transactions contemplated

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hereby is not affected in any manner materially adverse to any party or such party waives its rights under this Section 6 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Termination Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

7. Counterparts. This Termination Agreement may be executed in one or more counterparts, including by facsimile or by email with .pdf attachments, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (electronically or otherwise) to the other parties.

8. Entire Agreement; No Third-Party Beneficiaries. This Termination Agreement, taken together with the Merger Agreement, the Confidentiality Agreement, and the exhibits, schedules and annexes to each of the foregoing constitute the entire agreement, and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the Termination and the other transactions contemplated by this Termination Agreement and this Termination Agreement is not intended to confer upon any Person other than the parties hereto any rights or remedies.

9. Governing Law. This Termination Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflicts of law principles thereof, except that the fiduciary or other duties of the Company Board of Directors arising out of or relating to this Termination Agreement shall be interpreted, construed and governed by and in accordance with the Laws of the Cayman Islands.

10. Assignment. Neither this Termination Agreement nor any of the rights, interests or obligations under this Termination Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the other parties. Any purported assignment without such consent shall be void. Subject to the preceding sentences, this Termination Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

11. Specific Enforcement; Jurisdiction; Venue. The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Termination Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate

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remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Termination Agreement and to enforce specifically the performance of the terms and provisions of this Termination Agreement. It is agreed that the parties are entitled to enforce specifically the performance of terms and provisions of this Termination Agreement in any court referred to in clause (a) below, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. In addition, each of the parties hereto (a) consents to submit itself to the personal jurisdiction of the Delaware Court of Chancery (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware), (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court and (c) agrees that it will not bring any action relating to this Termination Agreement, the Merger or any of the other transactions contemplated by this Termination Agreement in any court other than the aforesaid courts.

12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING, DIRECTLY OR INDIRECTLY, OUT OF THIS TERMINATION AGREEMENT, THE TERMINATION OR ANY OF THE OTHER TRANSACTIONS CONTEMPLATED BY THIS TERMINATION AGREEMENT (INCLUDING ANY LEGAL PROCEEDING AGAINST ANY FINANCING SOURCE ARISING OUT OF OR RELATED TO THIS TERMINATION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) MAKES THIS WAIVER VOLUNTARILY AND (C) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS TERMINATION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 12.

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IN WITNESS WHEREOF, the Company, Parent and Merger Sub have duly executed this Termination Agreement, all as of the date first written above.

HOME LOAN SERVICING SOLUTIONS, LTD.

    By:                 Name:                Title:

[Signature Page to Termination Agreement]

NEW RESIDENTIAL INVESTMENT CORP.

By:                 Name:                Title:

HEXAGON MERGER SUB, LTD.

By:                 Name:                Title:

[Signature Page to Termination Agreement]

EX-10.1

Exhibit 10.1

AMENDMENT NO. 2

TO MASTER SERVICING RIGHTS PURCHASE AGREEMENT

AND SALE SUPPLEMENTS

This Amendment (this “Amendment”), dated as of April 6, 2015 (the “Amendment Effective Date”), among Ocwen Loan Servicing, LLC, a Delaware limited liability company (“Seller”), HLSS Holdings, LLC, a Delaware limited liability company (“Holdings”), Home Loan Servicing Solutions, Ltd. (“HLSS”) and HLSS MSR-EBO Acquisition LLC (“Buyer”).

WITNESSETH:

WHEREAS, Seller, HLSS and Holdings are parties to the Master Servicing Rights Purchase Agreement, dated as of October 1, 2012 (the “Original Agreement”), with respect to the sale by Seller and the purchase by Holdings of certain Rights to MSRs, Servicing Rights and other assets, as such Original Agreement was amended on December 26, 2012 by an Amendment to Master Servicing Rights Purchase Agreement and Sale Supplements, among Seller, HLSS and Holdings (the Original Agreement, as so amended and as further amended from time to time, the “MSR Purchase Agreement”);

WHEREAS, Seller, HLSS and Holdings are parties to certain Sale Supplements to the MSR Purchase Agreement, dated as of February 10, 2012, May 1, 2012, August 1, 2012, September 13, 2012, September 28, 2012, December 26, 2012, March 13, 2013, May 21, 2013, July 1, 2013, and October 25, 2013 (each, as heretofore amended, supplemented and modified from time to time, a “Sale Supplement” and, collectively, the “Sale Supplements”);

WHEREAS, HLSS proposes to enter into a Share and Asset Purchase Agreement with Buyer, HLSS Advances Acquisition Corp. and New Residential Investment Corp. pursuant to which HLSS will sell and the Buyer, directly and through HLSS Advances Acquisition Corp., will purchase substantially all of the assets of HLSS (the “Transaction”); and

WHEREAS, Seller, HLSS and Holdings desire to amend the MSR Purchase Agreement and the Sale Supplements as provided herein and to evidence Seller’s consent to HLSS’s assignment of its interest under the MSR Purchase Agreement and the Sale Supplements to Buyer.

NOW, THEREFORE, and in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

RECITALS

Section 1.Amendment to MSR Purchase Agreement and Sale Supplements. The MSR Purchase Agreement and each Sale Supplement is hereby amended as follows:

1.1Each reference to “HLSS” set forth in (i) Section 2.4(b) of each Sale Supplement, (ii) Section 2.5(a) of each Sale Supplement, (iii) Section 6.7(a) of each Sale Supplement, (iv) Section 6.7(c) of each Sale Supplement, (v) Section 6.10 of each Sale Supplement,

(vi) Section 6.12 of each Sale Supplement, and (vii) Section 6.13 of each Sale Supplement shall be deemed to constitute a reference to Buyer (or, with respect to Excess Servicing Fees, its direct or indirect assignee).

1.1Each reference to a “Purchaser” set forth in the MSR Purchase Agreement or any Sale Supplement shall be deemed to include a reference to Buyer;

1.2The definition of “Book Value” set forth in Section 1.1 of each Sale Supplement is hereby deleted in its entirety.

1.3The definition of “Servicing Fee Reset Date” set forth in Section 1.1 of each Sale Supplement is hereby amended by deleting “Servicing Fee Reset Date” in its entirety and replacing such definition with the following:

““Servicing Fee Reset Date”: The date which is the earlier of (i) the date that is eight (8) years after the Closing Date and (ii) April 30, 2020; provided, that if, as of the date that is six (6) years after the Closing Date, there then exists an uncured Termination Event with respect to any affected Servicing Agreement in this Sale Supplement that is due to a servicer rating downgrade to “Below Average” or lower by S&P or to “SQ4” or lower by Moody’s then the date which is six (6) years after the Closing Date.”.

1.4The definition of “Servicing Transfer Date” set forth in Section 1.1 of each Sale Supplement is hereby amended by adding to the end of that definition the following: “; provided, however, that such date shall not occur before April 6, 2017;”.

1.5The definition of “Termination Event” set forth in Section 1.1 of each Sale Supplement is hereby amended by replacing the phrase ““RPS4+” and “RSS4+” by Fitch Ratings” with ““RPS4” and “RSS4” by Fitch Ratings”.

1.6The definition of “Transferred Servicing Rights” set forth in Section 1.1 of each Sale Supplement is hereby amended by deleting the reference therein to “HLSS” and replacing such reference with a reference to “Holdings”.

1.7Article 6 of each Sale Supplement is hereby amended by deleting Section 6.10 in its entirety and replacing it with the following:

“6.10 Clean Up Call Rights. Seller shall exercise its rights under any optional termination or clean up call rights provided for in the Servicing Agreements and the Underlying Documents (the “Clean Up Call Rights”) only as the prior written direction of HLSS specifying the date of exercise, which shall be at least thirty (30) days after the date of such notice from HLSS. In connection with such exercise of Clean Up Call Rights, Seller hereby sells and transfers to HLSS (or its designee) on an exclusive and “as is” basis the right to all economic beneficial rights to such Clean Up Call Rights (including the right to cause Seller to exercise such Clean Up Call Rights), which include the economic beneficial interest in the right to purchase from the related trust for each Deferred Servicing Agreement all of the assets of such trust, including the mortgage loans and REO properties (collectively,

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the “Mortgage Loans”) for a payment of 0.50% of the unpaid principal balance of all Performing Mortgage Loans of such trust (which payment is due upon the exercise of any Clean Up Call Rights). Any purchase and exercise of such Clean Up Call Rights shall be subject to customary “as is” documentation, which HLSS and Seller will negotiate in good faith. Seller shall give HLSS at least thirty (30) days’ notice prior to the date on which Seller would have to notify the trustee for the related trust of its intent to exercise the related Clean Up Call Rights and will work in good faith with HLSS and the related trustee with respect to the exercise the Clean Up Call Rights. For the avoidance of doubt, HLSS (or its designee) shall fund the exercise of the Clean Ups Call Rights acquired and pay any expenses associated with such exercise (including any of Seller’s reasonable out-of-pocket expenses and any customary transfer expenses and deboarding fees, if applicable) and pay all unreimbursed Servicer Advances and other amounts owed to Holdings with respect to such Servicing Agreement under this Sale Supplement. For purposes of this Section 6.10, “Performing Mortgage Loan” means any Mortgage Loan that is current or thirty (30) days or less delinquent (MBA method). The rights of Seller to payment in respect of any exercise of Clean Up Call Rights under this Section 6.10 by HLSS or its designee shall survive any transfer of servicing pursuant to Section 6.12.”

1.8Section 6.12 of each Sale Supplement is hereby amended by adding the following sentence to the end of that section: “Notwithstanding anything to the contrary in this Sale Supplement, none of HLSS or Holdings shall have any right to take any action under this Section 6.12 before April 6, 2017 other than with respect to an affected Servicing Agreement subject to a Termination Event (other than a Standstill Termination Event as defined in Section 6.13 unless, HLSS or Holdings could direct the transfer of servicing notwithstanding the standstill provisions of Section 6.13) and provided further that HLSS may transfer the Excess Servicing Fees at any time.”

1.9Section 6.13 of each Sale Supplement is hereby amended by adding the following to the end of Section 6.13:

“Notwithstanding anything to the contrary in this Sale Supplement, with respect to any Termination Event that is related to any servicer rating downgrade in any affected Servicing Agreement (a “Standstill Termination Event”), none of HLSS or Holdings shall have any right to take any action under this Section 6.13 with respect to such affected Servicing Agreement until April 6, 2017 and only if such Standstill Termination Event is then continuing; unless, with respect to a continuing Standstill Termination Event in an affected Servicing Agreement, Holdings determines in good faith that a trustee (or other party entitled to terminate) intends to terminate Seller as servicer under such affected Servicing Agreement on any day). Seller agrees to promptly notify Holdings (and to deliver to Holdings a copy of any written notification) of any communication received by Seller from a trustee (or other party entitled to terminate) under an affected Servicing Agreement that is a solicitation of holders for a vote or request for direction or any communication from or on behalf of a trustee under any Deferred Servicing Agreement that such trustee (or other party entitled to terminate) has an intention to terminate Seller’s appointment as servicer under such Deferred Servicing Agreement provided that a solicitation of holders for a vote or request for direction

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regarding termination of Seller’s appointment as servicer shall not necessarily evidence, but could evidence depending on the language and the circumstances, intent of such trustee (or other party entitled to terminate) to terminate.”

1.1Section 7.7 of each Sale Supplement is hereby amended by deleting Section 7.7 in its entirety, and replacing such section with the following:

“7.7 Servicing Fee Reset Date. No later than six (6) months prior to the Servicing Fee Reset Date, Holdings shall commence negotiating in good faith an extension of the Servicing Fee Reset Date and the servicing fees payable to Seller. If Seller and Holdings are unable to agree to such servicing fees prior to the Servicing Fee Reset Date, Seller shall, upon Holdings’ written direction to such effect, transfer the Servicing Rights relating to all of the Deferred Servicing Agreements to a third party servicer (including any affiliate of Holdings) identified by Holdings with respect to which all required Third Party Consents with respect to the Deferred Servicing Agreements can be obtained. Notwithstanding anything to the contrary in this Sale Supplement, after the Servicing Reset Date and prior to any transfer of servicing under this section, all fees payable to Seller under this Sale Supplement shall continue to be paid and the Servicing Agreement shall continue to be deemed a Deferred Servicing Agreement hereunder. Upon any transfer of servicing pursuant to this Section 7.7, an amount equal to the consideration for the transfer of related accrued and unpaid servicing fees for such Deferred Servicing Agreement shall be paid to Seller so long as Holdings receives the amount of the accrued and unpaid Retained Servicing Fee and Retained Servicing Fee Shortfall, if any, owing Holdings at the date of transfer (whether or not then due and payable hereunder).”

Section 2.Subservicing Agreement. All applicable amendments to the MSR Purchase Agreement and each Sale Supplement made under this Amendment shall be correspondingly made to the Subservicing Agreement and each Subservicing Sale Supplement (as defined in the MSR Purchase Agreement) prior to the Servicing Transfer Date (as defined in each Sale Supplement, giving effect to this Amendment).

Section 3.Servicer Ratings. In the event that (i) Seller’s servicer rating by S&P is downgraded to below “Average” or lower and this causes a reduction in advance rates (any such event, a “SAF Downgrade Event”) in Holdings’ existing HSART and/or HSART II advance financing facility with respect to any Servicing Agreement and (ii) such SAF Downgrade Event causes a reduction in Holdings’ rate of return or causes Holdings to have increased costs of funding (any such amounts, “Increased Costs”) during any calendar month, Seller shall pay to Holdings Increased Costs in respect of such month within 5 Business Days of demand therefor in an amount not to exceed $3,000,000 for any calendar month; provided that such payments shall not exceed $36,000,000, in aggregate; provided, further, that Holdings commits to use commercially reasonable efforts to assist Seller in curing any such SAF Downgrade Event by obtaining amendments to the variable funding note indenture supplements for the HSART and HSART II transaction . Holdings may request payment for Increased Costs pursuant to this Section 3 for only twelve calendar months. Holdings shall calculate the Increased Costs in its reasonable discretion. Holdings shall

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provide Seller the calculation of, and information regarding, such Increased Costs as reasonably requested by Seller.

Section 4.Cooperation with Financings. Seller hereby agrees to use commercially reasonable efforts to reasonably cooperate with Holdings in the execution, delivery and performance of servicing advance financing facility agreements reasonably requested by Holdings (including, without limitation, the execution, delivery and performance of servicing advance financings substantially similar to the existing servicing advance financing facilities related to the Servicing Agreements). Seller shall not be entitled to additional compensation in connection with the execution, delivery and performance of such servicer advance financing facility agreements.

Section 5.Consent to Assignment from HLSS to Buyer. The Seller by execution of this Amendment hereby unconditionally and irrevocably consents to the assignment by HLSS to the Buyer of all HLSS’s right, title and interest in, to and under the MSR Purchase Agreement and each Sale Supplement and all Excess Servicing Fees (as defined in any Sale Supplement) of HLSS, including, without limitation, the Excess Servicing Fees accruing after the date of this Amendment and any future assignment by the Buyer of any of the foregoing (the “Assignment”) so long as in the case of any future assignment the assignor and assignee give written notice of such assignment to Seller and written direction of where to make payments in respect of the related Excess Servicing Fees.

Section 6.Seller’s Additional Agreements. Seller, by execution of this Amendment hereby (a) releases and waives any existing contractual agreement of Buyer and its affiliates with Seller not to acquire or trade in securities issued by any trust related to any Servicing Agreement or any servicer advancing financing facility collateralized or supported by any servicer advances arising under any Servicing Agreement and (b) agrees to publish the loan level information currently provided to the related trustees by Seller related to securities issued by any trust related to any Deferred Servicing Agreement. Until the termination of the related Deferred Servicing Agreement or the date on which the unpaid principle balance of the related Mortgage Loans serviced by Seller is zero, whichever occurs first, Seller agrees to publish such information in a publicly available format on a monthly basis by a mutually agreed date each month on a routine basis. Buyer and Seller may mutually agree to publish on a routine basis additional information reasonably requested by Buyer that is material to a purchaser of the related securities to the extent disclosure of such information is not prohibited by the related Deferred Servicing Agreement. Such additional information shall be published as soon as reasonably practicable following a written request from the Buyer to the publish such information in a format mutually agreed between Seller and Buyer.

Section 7.Buyer’s Assumption. By execution of this Amendment, HLSS MSR-EBO Acquisition LLC hereby assumes all obligations of HLSS under the MSR Purchase Agreement and each Sale Supplement, whether currently existing or accruing after the date of this Amendment.

5

Section 8.Effectiveness. The effectiveness of this Amendment is subject to (i) delivery of executed signature pages by all parties hereto and (ii) the consummation and closing of the Transaction.

Section 9.Limited Effect.

9.1Upon the effectiveness of this Amendment, each reference in the MSR Purchase Agreement and each Sale Supplement to “this Agreement”, “Sale Supplement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the MSR Purchase Agreement and such Sale Supplement as amended hereby, and each reference to the MSR Purchase Agreement or any Sale Supplement in any other document, instrument or agreement, executed and/or delivered in connection with any transaction contemplated in the MSR Purchase Agreement or any Sale Supplement shall mean and be a reference to the MSR Purchase Agreement or such Sale Supplement as amended hereby.

9.2Except as expressly amended and modified by this Amendment, the MSR Purchase Agreement and the Sale Supplements shall continue to be, and shall remain, in full force and effect in accordance with their terms.

9.3Except as expressly set forth above, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party hereto or constitute a waiver of any provision of any other agreement.

Section 10.Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Any signature page to this Amendment containing a manual signature may be delivered by facsimile transmission or other electronic communication device capable of transmitting or creating a printable written record, and when so delivered shall have the effect of delivery of an original manually signed signature page.

Section 11.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 12.Headings. The descriptive headings of the various sections of this Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions thereof.

Section 13.Severability. The failure or unenforceability of any provision hereof shall not affect the other provisions of this Amendment. Whenever possible each provision of this Amendment shall be interpreted in such manner as to be effective and valid under

6

applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

Section 14.Interpretation. Whenever the context and construction so require, all words used in the singular number herein shall be deemed to have been used in the plural, and vice versa, and the masculine gender shall include the feminine and neuter and the neuter shall include the masculine and feminine.

Section 15.Definitions. Capitalized terms used but not defined herein have the meaning set forth in the MSR Purchase Agreement.

[SIGNATURE PAGES FOLLOW]

7

IN WITNESS WHEREOF, each party hereto has caused this Amendment to be executed and delivered by its respective officer thereunto duly authorized as of the date above written.

8

OCWEN LOAN SERVICING, LLC

By:

Name:

Title:

9

HLSS HOLDINGS, LLC

By:

Name:

Title:

10

HOME LOAN SERVICING SOLUTIONS, LTD.

By:

Name:

Title:

11

HLSS MSR-EBO ACQUISITION LLC

By: NEW RESIDENTIAL INVESTMENT

CORP., its sole member

By:

Name: Cameron MacDougall

Title: Secretary

12

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following unaudited pro forma financial information of Home Loan Servicing Solutions, Ltd. (the “Company”) presents the effects of the Share and Asset Purchase Agreement (the “Purchase Agreement”) entered into on April 6, 2015, pursuant to which New Residential Investment Corp. (“NRZ”) acquired substantially all of the assets (including the issued share capital of the Company's two first-tier subsidiaries) and assumed substantially of the liabilities of the Company (including certain post-closing liabilities of the Company) in exchange for an amount in cash equal to $1.0 billion plus 28,286,980 newly issued shares of NRZ common stock (the “NRZ Shares”) with a par value $0.01 per share (the “Asset Sale”). The Company has sold the NRZ Shares and intends to distribute the proceeds together with its remaining cash, less a $50 million reserve, to its shareholders as soon as practicable. In conjunction with the Asset Sale, the Company repaid its senior secured term loan facility (the “Term Loan”). The unaudited pro forma balance sheet as of December 31, 2014 and the unaudited pro forma statements of operations for the years ended December 31, 2014, 2013 and 2012 are based on the Company's Annual Report on Form 10-K as of and for the year ended December 31, 2014 (the “2014 Form 10-K”). The unaudited pro forma financial information and the accompanying notes should be read in conjunction with the Company's historical consolidated financial statements and the notes thereto, which can be found in the 2014 Form 10-K.

The unaudited pro forma balance sheet as of December 31, 2014 gives effect to the Pro Forma Transactions (as defined below) as if the Pro Forma Transactions had occurred on December 31, 2014. The unaudited pro forma statements of operations for the years ended December 31, 2014, 2013 and 2012 give effect to the Pro Forma Transactions as if they had occurred on January 1, 2014, 2013 and 2012, respectively.

The historical financial information has been adjusted in the unaudited pro forma financial information to give effect to pro forma events that are (i) directly attributable to the Pro Forma Transactions, (ii) factually supportable and, (iii) with respect to the unaudited pro forma statements of operations, are expected to have a continuing impact on the Company's results of operations. However, such adjustments are estimates based on certain assumptions and may not prove to be accurate. Information regarding these adjustments is subject to risks and uncertainties that could cause actual results to differ materially from our unaudited pro forma financial information.

The unaudited pro forma financial information and accompanying notes present the impact of the following (collectively the “Pro Forma Transactions”):

A. The effects of the Purchase Agreement;

B. The liquidation of the NRZ Shares subsequent to the Asset Sale;

C. The retirement of the the Term Loan in conjunction with the Asset Sale;

D. On February 20, 2015, the Company sold its portfolios of re-performing loan (“RPLs”) to an unrelated third party purchaser for $337.6 million subject to a 5% holdback pending completion of the purchaser's due diligence, and the Company concurrently retired the related borrowings;

E. The termination of the Company's interest rate swaps designated as cash flow hedges of interest related to the Company's variable-rate borrowings in conjunction with the Asset Sale;

F. The termination of the Company's 2013 Equity Incentive Plan in conjunction with the Asset Sale; and

G. The expected distribution of the Company's cash balance less a reserve in the amount of $50 million that will be held by the Company at the discretion of its Board of Directors to ensure that the Company will be able to meet known and unknown liabilities up to either the consummation of the Merger (as defined in the accompanying notes) or, if the Merger is not consummated, the date of completion of the Company's plan of complete liquidation and dissolution (the “Liquidation Plan”);

In the opinion of management, all adjustments necessary to reflect the effects of the transactions described in the notes to the unaudited pro forma balance sheet and unaudited pro forma statements of operations have been included and are based upon available information and assumptions that we believe are reasonable.

The unaudited pro forma financial information is provided for informational and illustrative purposes only and should be read in conjunction with the notes thereto and the 2014 Form 10-K. The unaudited pro forma financial information does not purport to reflect our results of operations or financial condition had the Pro Forma Transactions occurred at an earlier date. The unaudited pro forma financial information also should not be considered representative of our future financial condition or results of operations.

1

HOME LOAN SERVICING SOLUTIONS, LTD.
UNAUDITED PRO FORMA BALANCE SHEET
(Dollars in thousands, except share and per share data)
	Historical as of December 31, 2014		Pro Forma Adjustments as of December 31, 2014				Pro Forma as of December 31, 2014
Assets
Cash and cash equivalents	$	210,009	$	(160,009	)	A,B,C,D,G	$	50,000
Match funded advances	6,121,595		(6,121,595		)	A	—
Notes receivable – Rights to MSRs	614,465		(614,465		)	A	—
Loans held for investment	815,663		(815,663		)	A,D	—
Related party receivables	94,401		(94,401		)	A	—
Deferred tax assets	491		(491		)	A	—
Other assets	281,475		(281,475		)	A,B,C,D,E	—
Total assets	$	8,138,099	$	(8,088,099	)		$	50,000
Liabilities and Equity
Liabilities
Match funded liabilities	$	5,624,088	$	(5,624,088	)	A	$	—
Other borrowings	1,182,328		(1,182,328		)	A,C,D	—
Dividends payable	12,783		(12,783		)	G	—
Income taxes payable	173		(173		)	A	—
Deferred tax liabilities	491		(491		)	A	—
Related party payables	14,503		(14,503		)	A	—
Other liabilities	12,454		(12,454		)	A,C,D,E,F	—
Total liabilities	6,846,820		(6,846,820		)		—
Commitments and Contingencies
Equity
Equity – Ordinary shares, $0.01 par value; 200,000,000 shares authorized; 71,016,771 shares issued and outstanding	710		—				710
Additional paid-in capital	1,210,300		(1,161,010		)	F,G	49,290
Retained earnings	79,133		(79,133		)	A,C,D,E,F,G	—
Accumulated other comprehensive income, net of tax	1,136		(1,136		)	E	—
Total equity	1,291,279		(1,241,279		)		50,000
Total liabilities and equity	$	8,138,099	$	(8,088,099	)		$	50,000

See notes to unaudited pro forma financial information.

2

HOME LOAN SERVICING SOLUTIONS, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
(Dollars in thousands, except share and per share data)
	Historical for the Year Ended December 31, 2014		Pro Forma Adjustments for the Year Ended December 31, 2014				Pro Forma for the Year Ended December 31, 2014
Revenue
Interest income – notes receivable – Rights to MSRs	$	361,060	$	(361,060	)	A	$	—
Interest income – other	36,446		(36,378		)	A,D	68
Total interest income	397,506		(397,438		)		68
Related party revenue	1,843		(1,843		)	A	—
Other revenue	402		(402		)	A,D	—
Total revenue	399,751		(399,683		)		68
Operating expenses
Compensation and benefits	6,351		(6,351		)	A,F	—
Related party expenses	2,349		(2,349		)	A	—
General and administrative expenses	9,753		(9,720		)	A,D	33
Total operating expenses	18,453		(18,420		)		33
Income from operations	381,298		(381,263		)		35
Other expense
Interest expense	163,698		(163,698		)	A,C,D,E	—
Total other expense	163,698		(163,698		)		—
Income before income taxes	217,600		(217,565		)		35
Income tax expense	636		(636		)	A	—
Net income	$	216,964	$	(216,929	)		$	35
Earnings per share
Basic	$	3.05	$	(3.05	)	A,C,D,E,F	$	0.00
Diluted	$	3.05	$	(3.05	)	A,C,D,E,F	$	0.00
Weighted average shares outstanding
Basic	71,016,771		—				71,016,771
Diluted	71,020,808		(4,037		)	F	71,016,771

See notes to unaudited pro forma financial information.

3

HOME LOAN SERVICING SOLUTIONS, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
(Dollars in thousands, except share and per share data)
	Historical for the Year Ended December 31, 2013		Pro Forma Adjustments for the Year Ended December 31, 2013				Pro Forma for the Year Ended December 31, 2013
Revenue
Interest income – notes receivable – Rights to MSRs	$	235,826	$	(235,826	)	A	$	—
Interest income – other	2,195		(2,067		)	A	128
Total interest income	238,021		(237,893		)		128
Related party revenue	1,811		(1,811		)	A	—
Other revenue	—		—				—
Total revenue	239,832		(239,704		)		128
Operating expenses
Compensation and benefits	5,825		(5,825		)	A	—
Related party expenses	1,400		(1,400		)	A	—
General and administrative expenses	4,645		(4,583		)	A	62
Total operating expenses	11,870		(11,808		)		62
Income from operations	227,962		(227,896		)		66
Other expense
Interest expense	110,071		(110,071		)	A,C,E	—
Total other expense	110,071		(110,071		)		—
Income before income taxes	117,891		(117,825		)		66
Income tax expense	234		(234		)	A	—
Net income	$	117,657	$	(117,591	)		$	66
Earnings per share
Basic	$	1.83	$	(1.83	)	A,C,E	$	0.00
Diluted	$	1.83	$	(1.83	)	A,C,E	$	0.00
Weighted average shares outstanding
Basic	64,132,383		—				64,132,383
Diluted	64,132,383		—				64,132,383

See notes to unaudited pro forma financial information.

4

HOME LOAN SERVICING SOLUTIONS, LTD.
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS
(Dollars in thousands, except share and per share data)
	Historical for the Year Ended December 31, 2012		Pro Forma Adjustments for the Year Ended December 31, 2012				Pro Forma for the Year Ended December 31, 2012
Revenue
Interest income – notes receivable – Rights to MSRs	$	47,445	$	(47,445	)	A	$	—
Interest income – other	109		(83		)	A	26
Total interest income	47,554		(47,528		)		26
Related party revenue	2,316		(2,316		)	A	—
Other revenue	—		—				—
Total revenue	49,870		(49,844		)		26
Operating expenses
Compensation and benefits	3,751		(3,751		)	A	—
Related party expenses	755		(755		)	A	—
General and administrative expenses	1,644		(1,628		)	A	16
Total operating expenses	6,150		(6,134		)		16
Income from operations	43,720		(43,710		)		10
Other expense
Interest expense	24,057		(24,057		)	A,E	—
Total other expense	24,057		(24,057		)		—
Income before income taxes	19,663		(19,653		)		10
Income tax expense	46		(46		)	A	—
Net income	$	19,617	$	(19,607	)		$	10
Earnings per share
Basic	$	1.14	$	(1.14	)	A,E	$	0.00
Diluted	$	1.14	$	(1.14	)	A,E	$	0.00
Weighted average shares outstanding
Basic	17,230,858		—				17,230,858
Diluted	17,230,858		—				17,230,858

See notes to unaudited pro forma financial information.

5

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION

On April 6, 2015, pursuant to the Purchase Agreement, NRZ acquired substantially all of the assets and assumed substantially all of the related liabilities of the Company, including all of the issued share capital of the Company's two first-tier subsidiaries and certain post-closing liabilities of the Company, for aggregate consideration consisting of $1.0 billion in cash and 28,286,980 NRZ Shares issued to the Company in a private placement. The Company has sold the NRZ Shares and and intends to distribute the proceeds together with its remaining cash, less a $50 million reserve, to its shareholders as soon as practicable. In conjunction with the Asset Sale, the Company repaid the Term Loan.

Immediately following the closing of the Asset Sale, the Company entered into: (i) an Agreement and Plan of Merger (the “Merger Agreement”) with NRZ and Hexagon Merger Sub, Ltd., a Cayman Islands exempted company and a wholly-owned subsidiary of NRZ (“Merger Sub”), pursuant to which, among other things, the Company will be merged with and into Merger Sub (the “Merger”), with the Company ceasing its corporate existence and Merger Sub surviving the Merger, (ii) a Services Agreement, pursuant to which HLSS Advances Acquisition Corp. (the “Manager”) will provide the Company with certain services following the consummation of the Asset Sale, including, among other things, handling (including defending, prosecuting or resolving) all claims, disputes or controversies (including any litigation, arbitration, governmental investigations or inquiries or any other proceedings or negotiations) in which the Company is a party or may otherwise be involved and (iii) a Registration Rights Agreement to memorialize certain rights relating to the registration of the NRZ Shares to be held by the Company upon the closing of the Asset Sale. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each ordinary share, par value $0.01 per share, of the Company (the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Company Shares owned by any direct or indirect wholly-owned subsidiary of NRZ (other than Merger Sub) or of Merger Sub and Company Shares as to which dissenters’ rights have been properly exercised) will be converted automatically into the right to receive (i) $0.704059 per share in cash, without interest, if all of the NRZ Shares have been sold by the Company prior to the Effective Time, or (ii)(A) $0.704059 per share in cash, without interest, plus (B) 93.91% of the value of the NRZ Shares that have not been sold by the Company prior to the Effective Time, if all or a portion of the NRZ Shares received by the Company in the Asset Sale have not been sold by the Company prior to the Effective Time pro rata per each outstanding Company Share. The parties’ obligations to consummate the Merger are subject to certain closing conditions, including approval of the Merger by the requisite vote of the shareholders, the absence of any legal restraints that would prohibit the consummation of the Merger and other conditions customary for a transaction of this type. Each of the Company, NRZ and Merger Sub has made certain customary representations, warranties and covenants in the Merger Agreement, including, among other things, covenants related to the conduct of our business during the interim period between the execution of the Merger Agreement and the consummation of the Merger. The Merger Agreement provides for certain termination rights for both the Company and NRZ, including, if approval of the Merger by the requisite vote of the shareholders is not obtained or if the Merger is not consummated by the nine month anniversary of the date of the Merger Agreement.

Subsequent to the Pro Forma Transactions, the Company expects to retain only cash balances pending either the consummation of the Merger or, if the Merger is not consummated, the completion of the Liquidation Plan. Therefore, the Company expects to have revenues and expenses related only to interest earned on bank balances and the related bank charges.

Pro Forma Adjustments for the Unaudited Pro Forma Financial Information

A. The unaudited pro forma balance sheet includes adjustments to reflect the sale of substantially all of the Company's assets and liabilities in the historical balance sheet still held at the time of the Asset Sale and the consideration received in conjunction with the Asset Sale (cash and the NRZ Shares). The unaudited pro forma statements of operations includes adjustments for the elimination of the revenues and expenses related to the assets sold and liabilities assumed by NRZ.

B. The unaudited pro forma balance sheet includes adjustments for the liquidation of the NRZ Shares. These adjustments did not impact the unaudited pro forma statements of operations. The NRZ Shares were liquidated at $15.25 per share, less certain transaction fees, resulting in net proceeds to the Company of $422.7 million.

C. The unaudited pro forma balance sheet includes adjustments for the outstanding principal balance of the Term Loan and the related original issuance discount, deferred debt issuance costs and accrued interest payable. The unaudited pro forma statements of operations includes adjustments for interest expense on the Term Loan.

D. The unaudited pro forma balance sheet includes adjustments for the carrying amount of the RPL portfolios, deferred debt issuance costs, accrued interest receivable, other receivables, the related borrowings to partially finance the RPL portfolios and accrued interest payable. The unaudited pro forma statement of operations for the year ended December 31, 2014 includes adjustments for

6

RPL interest income, other RPL revenues and expenses and interest expense on the related borrowings. The RPLs were acquired during the fiscal year ended December 31, 2014.

E. The unaudited pro forma balance sheet also includes adjustments for the fair value of the interest rate swaps, accrued interest payable and accumulated comprehensive income. The unaudited pro forma statements of operations includes adjustments for interest expense related to the interest rate swaps.

F. The unaudited pro forma balance sheet includes adjustments related to the Company's 2013 Equity Incentive Plan (which was terminated in conjunction with the Asset Sale) for dividend equivalents payable on vested stock options and additional paid-in capital recognized on stock options. The unaudited pro forma statements of operations includes adjustments for share-based compensation expense.

G. The unaudited pro forma balance sheet includes adjustments for the expected distribution of the Company's cash balance, less a reserve in the amount of $50 million, and dividends accrued but not paid as of December 31, 2014. These adjustments did not impact the unaudited pro forma statements of operations.

7

Pro Forma Adjustments to the Unaudited Pro Forma Balance Sheet
As of December 31, 2014
	Pro Forma Adjustments																					Total Adjustments
(In thousands, except per share data)	A			B			C			D			E			F			G
Assets
Cash and cash equivalents	$	1,006,875		$	422,749		$	(340,680	)	$	52,509		$	—		$	—		$	(1,301,462	)	$	(160,009	)
Match funded advances	(6,121,595		)	—			—			—			—			—			—			(6,121,595		)
Notes receivable – Rights to MSRs	(614,465		)	—			—			—			—			—			—			(614,465		)
Loans held for investment	(477,016		)	—			—			(338,647		)	—			—			—			(815,663		)
Related party receivables	(94,401		)	—			—			—			—			—			—			(94,401		)
Deferred tax assets	(491		)	—			—			—			—			—			—			(491		)
Other assets	136,656			(422,749		)	(4,403		)	11,467			(2,446		)	—			—			(281,475		)
Total assets	$	(6,164,437	)	$	—		$	(345,083	)	$	(274,671	)	$	(2,446	)	$	—		$	(1,301,462	)	$	(8,088,099	)
Liabilities and Equity
Liabilities
Match funded liabilities	$	(5,624,088	)	$	—		$	—		$	—		$	—		$	—		$	—		$	(5,624,088	)
Other borrowings	(570,219		)	—			(340,636		)	(271,473		)	—			—			—			(1,182,328		)
Dividends payable	—			—			—			—			—			—			(12,783		)	(12,783		)
Income taxes payable	(173		)	—			—			—			—			—			—			(173		)
Deferred tax liabilities	(491		)	—			—			—			—			—			—			(491		)
Related party payables	(14,503		)	—			—			—			—			—			—			(14,503		)
Other liabilities	(10,148		)	—			(44		)	(625		)	(1,616		)	(21		)	—			(12,454		)
Total liabilities	(6,219,622		)	—			(340,680		)	(272,098		)	(1,616		)	(21		)	(12,783		)	(6,846,820		)
Equity
Ordinary shares, $0.01 par value	—			—			—			—			—			—			—			—
Additional paid-in capital	—			—			—			—			—			(243		)	(1,160,767		)	(1,161,010		)
Retained earnings	55,185			—			(4,403		)	(2,573		)	306			264			(127,912		)	(79,133		)
Accumulated other comprehensive income, net of tax	—			—			—			—			(1,136		)	—			—			(1,136		)
Total equity	55,185			—			(4,403		)	(2,573		)	(830		)	21			(1,288,679		)	(1,241,279		)
Total liabilities and equity	$	(6,164,437	)	$	—		$	(345,083	)	$	(274,671	)	$	(2,446	)	$	—		$	(1,301,462	)	$	(8,088,099	)

8

Pro Forma Adjustments to the Unaudited Pro Forma Statement of Operations
For the Year Ended December 31, 2014
	Pro Forma Adjustments																			Total Adjustments
(In thousands, except share and per share data)	A			B		C			D			E			F			G
Revenue
Interest income – notes receivable – Rights to MSRs	$	(361,060	)	$	—	$	—		$	—		$	—		$	—		$	—	$	(361,060	)
Interest income – other	(26,803		)	—		—			(9,575		)	—			—			—		(36,378		)
Total interest income	(387,863		)	—		—			(9,575		)	—			—			—		(397,438		)
Related party revenue	(1,843		)	—		—			—			—			—			—		(1,843		)
Other revenue	(102		)	—		—			(300		)	—			—			—		(402		)
Total revenue	(389,808		)	—		—			(9,875		)	—			—			—		(399,683		)
Operating expenses
Compensation and benefits	(6,108		)	—		—			—			—			(243		)	—		(6,351		)
Related party expenses	(2,349		)	—		—			—			—			—			—		(2,349		)
General and administrative expenses	(9,326		)	—		—			(394		)	—			—			—		(9,720		)
Total operating expenses	(17,783		)	—		—			(394		)	—			(243		)	—		(18,420		)
Income from operations	(372,025		)	—		—			(9,481		)	—			243			—		(381,263		)
Other expense
Interest expense	(127,038		)	—		(30,710		)	(4,806		)	(1,144		)	—			—		(163,698		)
Total other expense	(127,038		)	—		(30,710		)	(4,806		)	(1,144		)	—			—		(163,698		)
Income before income taxes	(244,987		)	—		30,710			(4,675		)	1,144			243			—		(217,565		)
Income tax expense	(636		)	—		—			—			—			—			—		(636		)
Net income	$	(244,351	)	$	—	$	30,710		$	(4,675	)	$	1,144		$	243		$	—	$	(216,929	)
Earnings per share
Basic	$	(3.44	)	$	—	$	0.43		$	(0.06	)	$	0.02		$	0.00		$	—	$	(3.05	)
Diluted	$	(3.44	)	$	—	$	0.43		$	(0.06	)	$	0.02		$	0.00		$	—	$	(3.05	)
Weighted average shares outstanding
Basic	—			—		—			—			—			—			—		—
Diluted	—			—		—			—			—			(4,037		)	—		(4,037		)

9

Pro Forma Adjustments to the Unaudited Pro Forma Statement of Operations
For the Year Ended December 31, 2013
	Pro Forma Adjustments																	Total Adjustments
(In thousands, except share and per share data)	A			B		C			D		E			F		G
Revenue
Interest income – notes receivable – Rights to MSRs	$	(235,826	)	$	—	$	—		$	—	$	—		$	—	$	—	$	(235,826	)
Interest income – other	(2,067		)	—		—			—		—			—		—		(2,067		)
Total interest income	(237,893		)	—		—			—		—			—		—		(237,893		)
Related party revenue	(1,811		)	—		—			—		—			—		—		(1,811		)
Other revenue	—			—		—			—		—			—		—		—
Total revenue	(239,704		)	—		—			—		—			—		—		(239,704		)
Operating expenses
Compensation and benefits	(5,825		)	—		—			—		—			—		—		(5,825		)
Related party expenses	(1,400		)	—		—			—		—			—		—		(1,400		)
General and administrative expenses	(4,583		)	—		—			—		—			—		—		(4,583		)
Total operating expenses	(11,808		)	—		—			—		—			—		—		(11,808		)
Income from operations	(227,896		)	—		—			—		—			—		—		(227,896		)
Other expense
Interest expense	(99,656		)	—		(9,058		)	—		(1,357		)	—		—		(110,071		)
Total other expense	(99,656		)	—		(9,058		)	—		(1,357		)	—		—		(110,071		)
Income before income taxes	(128,240		)	—		9,058			—		1,357			—		—		(117,825		)
Income tax expense	(234		)	—		—			—		—			—		—		(234		)
Net income	$	(128,006	)	$	—	$	9,058		$	—	$	1,357		$	—	$	—	$	(117,591	)
Earnings per share
Basic	$	(1.99	)	$	—	$	0.14		$	0.02	$	—		$	—	$	—	$	(1.83	)
Diluted	$	(1.99	)	$	—	$	0.14		$	0.02	$	—		$	—	$	—	$	(1.83	)
Weighted average shares outstanding
Basic	—			—		—			—		—			—		—		—
Diluted	—			—		—			—		—			—		—		—

10

Pro Forma Adjustments to the Unaudited Pro Forma Statement of Operations
For the Year Ended December 31, 2012
	Pro Forma Adjustments																Total Adjustments
(In thousands, except share and per share data)	A			B		C		D		E			F		G
Revenue
Interest income – notes receivable – Rights to MSRs	$	(47,445	)	$	—	$	—	$	—	$	—		$	—	$	—	$	(47,445	)
Interest income – other	(83		)	—		—		—		—			—		—		(83		)
Total interest income	(47,528		)	—		—		—		—			—		—		(47,528		)
Related party revenue	(2,316		)	—		—		—		—			—		—		(2,316		)
Other revenue	—			—		—		—		—			—		—		—
Total revenue	(49,844		)	—		—		—		—			—		—		(49,844		)
Operating expenses
Compensation and benefits	(3,751		)	—		—		—		—			—		—		(3,751		)
Related party expenses	(755		)	—		—		—		—			—		—		(755		)
General and administrative expenses	(1,628		)	—		—		—		—			—		—		(1,628		)
Total operating expenses	(6,134		)	—		—		—		—			—		—		(6,134		)
Income from operations	(43,710		)	—		—		—		—			—		—		(43,710		)
Other expense
Interest expense	(23,119		)	—		—		—		(938		)	—		—		(24,057		)
Total other expense	(23,119		)	—		—		—		(938		)	—		—		(24,057		)
Income before income taxes	(20,591		)	—		—		—		938			—		—		(19,653		)
Income tax expense	(46		)	—		—		—		—			—		—		(46		)
Net income	$	(20,545	)	$	—	$	—	$	—	$	938		$	—	$	—	$	(19,607	)
Earnings per share
Basic	$	(1.19	)	$	—	$	—	$	—	$	0.05		$	—	$	—	$	(1.14	)
Diluted	$	(1.19	)	$	—	$	—	$	—	$	0.05		$	—	$	—	$	(1.14	)
Weighted average shares outstanding
Basic	—			—		—		—		—			—		—		—
Diluted	—			—		—		—		—			—		—		—

11