Exhibit
10.1



 


FORM
OF INDEMNIFICATION AGREEMENT


               THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of March ___, 2015 by and between
Ocwen Financial Corporation, a Florida corporation (the “Company”), and [name] (“Indemnitee”).


               WHEREAS,
directors, officers and other persons in service to corporations or business enterprises are being increasingly subjected to expensive
and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against
the Company or business enterprise itself.


               WHEREAS,
highly competent persons have become more reluctant to serve and to continue to serve corporations as directors, officers and
in other capacities unless they are provided with adequate indemnification and adequate protection through insurance against inordinate
risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.


               WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that the increased difficulty in attracting
and retaining such persons is detrimental to the best interests of the Company’s shareholders and that the Company should act
to assure such persons that there will be increased certainty of such protection in the future.


               WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified.


               WHEREAS,
the Amended and Restated the Bylaws (the “Bylaws”) and Articles of Incorporation of the Company and the Florida
Business Corporation Act (“FBCA”) expressly provide that the indemnification provisions set forth therein are
not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers
and other persons with respect to indemnification.


               WHEREAS,
this Agreement is a supplement to and in furtherance of the Bylaws and Articles of Incorporation of the Company and any resolutions
adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder.


               WHEREAS,
Indemnitee is willing to serve and to continue to serve the Company on the condition that he be indemnified on the terms set forth
herein and in the Bylaws and Articles of Incorporation of the Company.


               NOW,
THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:


               1.            Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law,
as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof.



    	 



    	 



    




                              (a)             Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section l(a) if, by reason of his or her Corporate Status (as defined in Section 11), the Indemnitee is,
or is threatened to be made, a party to or participant in any Proceeding (as defined in Section 11) other than a Proceeding
by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses
(as defined in Section 11), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred
by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.
The termination of any Proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which he or she reasonably
believed to be in, or not opposed to, the best interests of the Company or, with respect to any criminal Proceeding, had reasonable
cause to believe his or her conduct was unlawful.



 


                              (b)             Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant
in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with
such Proceeding and against amounts paid in settlement not exceeding, in the judgment of the Board of Directors, the estimated
expense of litigating such Proceeding to conclusion, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company. Such indemnification shall be authorized if the Indemnitee
acted in good faith and in a manner he reasonably to be in, or not opposed to, the best interests of the Company; provided, that,
no indemnification shall be made under this Section 1(b) in respect of any Proceeding as to which the Indemnitee shall
have been adjudged to be liable unless, and only to the extent that, the court in which such Proceeding was brought, or any other
court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all
circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall
deem proper.


                              (c)             Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or otherwise,
in any Proceeding, he shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time, against
all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. If Indemnitee is
not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims,
issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred
by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this
Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or
without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.



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               2.            Contribution.


                              (a)             Whether
or not the indemnification provided in Section 1 hereof is available, in respect of any threatened, pending or completed
Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall
pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to
contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee.
The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would
be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


                              (b)            Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed Proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute
to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable
by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company,
other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and
Indemnitee, on the other hand, from the transaction or events from which such Proceeding arose; provided, however,
that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted
by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee
who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other
hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as
well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company
and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would
be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among
other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which
their liability is primary or secondary and the degree to which their conduct is active or passive.


                              (c)             The
Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by
officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


                              (d)             To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in
light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of
the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).



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               3.            Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which
Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her
or on his or her behalf in connection therewith.


               4.            Advancement
of Expenses; Undertaking to Repay. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses
incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within
sixty (60) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee. Any advances and undertakings to repay pursuant to this Section shall be
unsecured and interest free. Each request for an advance by Indemnitee pursuant to this Section shall constitute a representation,
warranty, agreement, and undertaking by Indemnitee that in connection with the matters underlying such advance, Indemnitee acted
(1) in good faith and (2) in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company
and, (3) had no reasonable cause to believe his or her conduct was unlawful.


               Indemnitee
shall submit any and all requests for advances in writing (including by email) to the General Counsel of the Company, or to a
designee of the General Counsel of the Company, as soon as practicable, but in any event no later than sixty (60) days after such
expenses have been incurred, together with a reasonable accounting of such expenses (which, by way of example, may consist of
a reasonably detailed invoice of the law firm representing the undersigned). Indemnitee hereby agrees to repay any amounts paid,
advanced or reimbursed by the Company for such advance to the extent that it is ultimately determined that he or she is not entitled
to indemnification under section 607.0850 of the Florida Statutes or the Articles of Incorporation of the Company, the Bylaws,
or by the Board pursuant to a determination made in accordance with this Agreement.


               5.            Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the FBCA and public policy of the State of Florida. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


                              (a)             To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification (including any summons, citation, subpoena, complaint, indictment, information
or other document received by the Indemnitee relating to any Proceeding concerning which the Indemnitee seeks indemnification).
The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that
Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to
the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have
to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.



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                              (b)            Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 5(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods,
which shall be at the election of the Board (1) by a majority vote of a quorum of Disinterested Directors (as defined in Section
11); (2) if such quorum is not obtainable, or even if obtainable, by a majority vote of a committee of Disinterested Directors
duly designated by the Board (in which directors who are parties may participate), consisting solely of two or more Disinterested
Directors; (3) by Independent Counsel (as defined in Section 11) in a written opinion to the Board, a copy of which shall be delivered
to the Indemnitee, (i) selected by the Board as prescribed in the preceding numeral (1) or the committee prescribed in numeral
(2), or (ii) if a quorum of the directors cannot be obtained for the preceding numeral (1) and the committee cannot be designated
under numeral (2), selected by a majority vote of the full Board (in which directors who are parties may participate); or (4)
by the shareholders of the Company by a majority vote of a quorum of disinterested shareholders or, if no such quorum is obtainable,
by a majority vote of disinterested shareholders. For purposes hereof, disinterested shareholders are those shareholders who are
not parties to the Proceeding in respect of which indemnification is sought by Indemnitee.


                              (c)             If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 5(b) hereof,
the Independent Counsel shall be selected as provided in this Section. The Independent Counsel shall be selected by the Board
as provided in Section 5(b). Indemnitee may, within ten (10) days after such written notice of selection shall have been
given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only
on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as
defined in Section 11 of this Agreement, and the objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection
is made and substantiated, the Independent Counsel selected may not serve as Independent Counsel unless and until such objection
is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee
of a written request for indemnification pursuant to Section 5(a) hereof, no Independent Counsel shall have been selected
and not objected to, either the Company or Indemnitee may petition the Florida court (as defined herein) or other court of competent
jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s selection of
Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person
as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall
act as Independent Counsel under Section 5(b) hereof. The Company shall pay any and all reasonable fees and expenses of
Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 5(b) hereof, and
the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 5(c), regardless of the
manner in which such Independent Counsel was selected or appointed.



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                              (d)            In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company
(including by its Board or Independent Counsel) to have made a determination prior to the commencement of any action pursuant
to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company (including by its Board or Independent Counsel) that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard
of conduct.


                              (e)             Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise
(as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee
of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.
Whether or not the foregoing provisions of this Section 5(e) are satisfied, it shall in any event be presumed that Indemnitee
has at all times acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the
Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and
convincing evidence.


                              (f)             If
the person, persons or entity empowered or selected under Section 5 to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law; provided, however, that such sixty (60) day period may be extended for a reasonable time,
not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement
to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating
thereto; and provided further, that the foregoing provisions of this Section 5(f) shall not apply if the
determination of entitlement to indemnification is to be made by the shareholders pursuant to Section 5(b) of this Agreement
and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested
Directors, if appropriate, resolve to submit such determination to the shareholders for their consideration at an annual meeting
thereof to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting
of shareholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting
is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.



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                              (g)            Indemnitee
shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any Independent Counsel, member of the Board or shareholder of the Company shall act reasonably
and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.
Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


                              (h)            The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to
avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party
is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such
Proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on
the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the
burden of persuasion by clear and convincing evidence.


                              (i)             The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


               6.            Remedies
of Indemnitee.


                              (a)             In
the event that (i) a determination is made pursuant to Section 5 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 4 of this Agreement, (iii) no determination
of entitlement to indemnification is made pursuant to Section 5(b) of this Agreement within ninety (90) days after receipt
by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within
ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within
ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed
to have been made pursuant to Section 5 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate
court of the State of Florida, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification.
Indemnitee shall commence such Proceeding seeking an adjudication within one hundred eighty (180) days following the date on which
Indemnitee first has the right to commence such Proceeding pursuant to this Section 6(a). The Company shall not oppose
Indemnitee’s right to seek any such adjudication.



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                              (b)            In
the event that a determination shall have been made pursuant to Section 5(b) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding commenced pursuant to this Section 6 shall be conducted in all respects as
a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section
5(b).


                              (c)             If
a determination shall have been made pursuant to Section 5(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 6, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement
not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


                              (d)            In
the event that Indemnitee, pursuant to this Section 6, seeks a judicial adjudication of his or her rights under, or to
recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance
policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all expenses (of the types
described in the definition of Expenses in Section 11 of this Agreement) actually and reasonably incurred by him in such
judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement
of expenses or insurance recovery.


                              (e)             The
Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 6 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company
is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if
requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to
the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action
brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any directors’
and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined
to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the case may be.


               7.            Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


                              (a)             The
rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of shareholders,
a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such
Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the FBCA,
whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Articles of
Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other
right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.



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                              (b)            To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent
or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof,
the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement
of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of such policies.


                              (c)             In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


                              (d)            The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the
extent that Indemnitee has otherwise actually received such payment under the Articles of Incorporation, Bylaws, any insurance
policy, contract, agreement or otherwise.


                              (e)             The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses
from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


               8.            Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:


                              (a)             for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;


                              (b)             for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or similar
provisions of state statutory law or common law;



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                              (c)             in
connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part
of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless
(i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation, or (ii) the Company provides
the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law;


                              (d)            for
any liability or Expenses incurred in a Proceeding in which a judgment or other final adjudication establishes that Indemnitee’s
actions or omissions to act were material to the cause of action so adjudicated and constitute: (1) a violation of criminal law,
unless Indemnitee had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her
conduct was unlawful; (2) a transaction from which Indemnitee derived an improper personal benefit; (3) in the case of a Director,
a circumstance under which the liability provisions of Section 607.0834 of the Florida Business Corporation Act are applicable;
or (4) willful misconduct or a conscious disregard for the best interests of the Corporation in a Proceeding by or in the right
of the Corporation to procure a judgment in its favor or in a Proceeding by or in the right of a shareholder of the Corporation;
or


                              (e)             for
Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously
received by Indemnitee of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case
under the Exchange Act (including without limitation any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002
or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act in connection with an accounting restatement of
the Company or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation
of Section 306 of the Sarbanes-Oxley Act).


               9.            Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
an officer or director of the Company or is or was serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise and shall continue thereafter so long as Indemnitee
shall be subject to any Proceeding (or any Proceeding commenced under Section 6 hereof) by reason of his or her Corporate
Status, whether or not he is acting or serving in any such capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors
and personal and legal representatives.


               10.          Enforcement.


                              (a)             The
Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby
in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as an officer or director of the Company.


                              (b)             This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof.



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                              (c)             The
Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting
the Indemnitee’s rights to receive advancement of expenses under this Agreement.


               11.          Definitions.
For purposes of this Agreement:


                              (a)             “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company
or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is
or was serving at the express written request of the Company.


                              (b)            “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


                              (c)             “Enterprise”
shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee, agent or fiduciary.


                              (d)             “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide
discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding
and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond, supersede
as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.


                              (e)             “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the
Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant hereto.



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                              (f)             “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of
the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be
involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or her or of
any inaction on his or her part while acting in his or her Corporate Status; in each case whether or not he or she is acting or
serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under
this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant
to Section 6 of this Agreement to enforce his or her rights under this Agreement.


               12.           Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other
provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification
rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law,
such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


               13.           Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


               14.          Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent:


                              (a)             To
Indemnitee at the address set forth below Indemnitee signature hereto.


                              (b)            To
the Company at:


                                                Ocwen
Financial Corporation

                                               1661
Worthington Road, Suite 100

                                               West
Palm Beach, FL 33409

                                               Attention:
General Counsel





or
to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may
be.



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               15.          Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for
all purposes.


               16.          Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part
of this Agreement or to affect the construction thereof.


               17.          Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Florida, without regard to its conflict of laws rules. The Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with
this Agreement shall be brought only in the courts of Palm Beach County in the State of Florida (the “Florida Court”),
and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to
submit to the exclusive jurisdiction of the Florida Court for purposes of any action or proceeding arising out of or in connection
with this Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Florida Court, and
(iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Florida Court has been
brought in an improper or inconvenient forum.


 


[SIGNATURE
PAGE FOLLOWS]




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               IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above
written.


 


	 	 	COMPANY
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	INDEMNITEE
	 	 	 	 
	 	 	Name: 	 
	 	 	 	 
	 	Address:      	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 




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