Exhibit 10.2


EXECUTION COPY


REGISTRATION RIGHTS AGREEMENT


               This
Registration Rights Agreement (this “Agreement”) is made and entered into as of
March 27, 2009, by and among Ocwen Financial Corporation, a Florida corporation (the “Company”), and the several
purchasers
signatory hereto (each a “Purchaser” and collectively, the “Purchasers”).


               This
Agreement is made pursuant to the Share Purchase Agreement, dated as of the
date hereof between the Company and each Purchaser (the “Purchase Agreement”).


               NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and each of the Purchasers
agree as follows: 


          1. Definitions.
Capitalized terms used and not otherwise defined herein that are defined in the
Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms shall have the
following meanings:


               “Advice”
shall have the meaning set forth in Section 6(d).


               “Affiliate”
means, with respect to any person, any other person which directly or
indirectly controls, is controlled by, or is under common control with, such
person. 


               
“Agreement”
shall have the meaning set forth in the Preamble.


               “Business
Day”
means a day, other than a Saturday or Sunday, on which banks in New York City
are open for the general transaction of business.


               “Closing”
has the meaning set forth in the Purchase Agreement.


               “Closing
Date”
has the meaning set forth in the Purchase Agreement.


               “Commission”
means the Securities and Exchange Commission.


               “Common
Stock”
means the common stock of the Company, par value $0.01 per share, and any
securities into which such shares of common stock may hereinafter be
reclassified. 


               “Company”
shall have the meaning set forth in the Preamble.


               “Effective
Date” means the date that the Registration Statement filed pursuant
to Section 2(a) is first declared effective by the Commission.


               “Effectiveness
Deadline” means, with respect to the Initial Registration Statement
or the New Registration Statement, the earlier of (i) the 90th
calendar day following the Filing Deadline and (ii) the 5th Trading
Day after the date the Company is notified (orally or in writing, whichever is
earlier) by the Commission that such Registration Statement will not be
“reviewed” or will not be subject to further review; provided, that if the
Effectiveness Deadline falls on a Saturday, Sunday or other day that the
Commission is closed for business, the Effectiveness Deadline shall be extended
to the next Business Day on which the Commission is open for business.






               “Effectiveness
Period” shall have the meaning set forth in Section 2(b).


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


               “Filing
Deadline” means, with respect to the Initial Registration Statement
required to be filed pursuant to Section 2(a), the date that is 270 calendar
days after the Closing Date, provided, however, that if the Filing
Deadline falls on a Saturday, Sunday or other day that the Commission is closed
for business, the Filing Deadline shall be extended to the next Business Day on
which the Commission is open for business.


               “Holder”
or “Holders”
means the holder or holders, as the case may be, from time to time of
Registrable Securities.


               “Indemnified
Party” shall have the meaning set forth in Section 5(c).


               “Indemnifying
Party” shall have the meaning set forth in Section 5(c).


               “Initial
Registration Statement” means the initial Registration Statement
filed pursuant to Section 2(a) of this Agreement.


               “Losses”
shall have the meaning set forth in Section
5(a).


               “New
Registration Statement” shall have the meaning set forth in Section
2(a).


               
“Person”
means an individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind.


               “Principal
Market” means the Trading Market on which the Common Stock is
primarily listed on and quoted for trading, which, as of the Closing Date,
shall be the New York Stock Exchange.


               
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition),
whether commenced or threatened.


               “Prospectus”
means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from
a prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by a Registration Statement, and
all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.


               “Purchase
Agreement” shall have the meaning set forth in the Recitals.


               “Purchaser”
or “Purchasers”
shall have the meaning set forth in the Preamble.


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               “Registrable
Securities” means all of the Shares and any other securities of the
Company issued or issuable upon any stock split, dividend or other
distribution, recapitalization or similar event with respect to the Shares, provided,
that the Holder has completed and delivered to the Company a Selling
Stockholder Questionnaire; and provided, further, that Shares shall
cease to be Registrable Securities upon the earliest to occur of the following:
(A) a sale pursuant to a Registration Statement or Rule 144 under the
Securities Act (in which case, only such Shares sold shall cease to be a
Registrable Security); (B) becoming eligible for sale without the requirement for the Company to be in compliance with the current
public information required under Rule 144 and without volume or manner of sale
restrictions by Holders who are not Affiliates of the Company; (C) such Shares shall have ceased to be outstanding; or
(D) such Shares have been acquired by the Company. In addition, to the extent
any shares of a new or existing company are distributed by the Company with
respect to the Shares (a “Spin-Off”), such shares of the new or existing company
shall be deemed to be Registrable Securities if such shares are deemed by the
Commission to be “restricted securities” under Rule 144 immediately following
the consummation of the Spin-Off; provided, that if such shares are so
deemed by the Commission to be “restricted securities”, such shares shall cease
to be Registrable Securities upon the earliest to occur of the following: (A) a
sale pursuant to a Registration Statement or Rule 144 (in which case, only such
shares sold shall cease to be a Registrable Security); (B) becoming eligible
for sale without the requirement for the issuer of such shares to be in
compliance with the current public information required under Rule 144 and
without volume or manner of sale restrictions by Holders who are not Affiliates
of such issuer; (C) such shares shall have ceased to be outstanding; or (D)
such shares have been acquired by such issuer.


               “Registration
Statements” means any one or more registration statements of the
Company filed under the Securities Act that covers the resale of any of the
Registrable Securities pursuant to the provisions of this Agreement (including
without limitation the Initial Registration Statement, the New Registration
Statement and any Remainder Registration Statements), amendments and
supplements to such Registration Statements, including post-effective
amendments, all exhibits and all material incorporated by reference or deemed
to be incorporated by reference in such Registration Statements.


               “Remainder
Registration Statement” shall have the meaning set forth in Section
2(a).


               “Rule 144”
means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


               “Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


               “Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as
such Rule.


               “SEC
Guidance”
means (i) any publicly-available written or oral guidance, comments,
requirements or requests of the Commission staff and (ii) the Securities Act. 


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


               “Selling
Stockholder Questionnaire” means a questionnaire in the form attached
as Annex B hereto, or such other form of questionnaire as may reasonably
be adopted by the Company from time to time.


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               “Shares”
means the shares of Common Stock issued or issuable to the Purchasers pursuant
to the Purchase Agreement. 


               “Trading
Day”
means (i) a day on which the Common Stock is listed or quoted and traded on its
Principal Market (other than the OTC Bulletin Board), or (ii) if the Common
Stock is not listed on a Trading Market (other than the OTC Bulletin Board), a
day on which the Common Stock is traded in the over-the-counter market, as
reported by the OTC Bulletin Board, or (iii) if the Common Stock is not quoted
on any Trading Market, a day on which the Common Stock is quoted in the
over-the-counter market as reported in the “pink sheets” by Pink Sheets LLC (or
any similar organization or agency succeeding to its functions of reporting
prices); provided,
that in the event that the Common Stock is not listed or quoted as set forth in
(i), (ii) and (iii) hereof, then Trading Day shall mean a Business Day.


               “Trading
Market” means whichever of the New York Stock Exchange, the NYSE
Amex, the NASDAQ Global Select Market, the NASDAQ Global Market, the NASDAQ
Capital Market or OTC Bulletin Board on which the Common Stock is listed or
quoted for trading on the date in question. 


          2. Registration.


               (a)
On or prior to the Filing Deadline, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all of the
Registrable Securities not already covered by an existing and effective
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 or, if Rule 415 is not available for offers
and sales of the Registrable Securities, by such other means of distribution of
Registrable Securities as the Company may reasonably determine (the “Initial Registration Statement”). The
Initial Registration Statement shall be on Form S-3 (except if the Company is
then ineligible to register for resale of the Registrable Securities on Form
S-3, in which case such registration shall be on such other form available to
register for resale of the Registrable Securities as a secondary offering)
subject to the provisions of Section 2(f) and shall contain (except if
otherwise required pursuant to written comments received from the Commission
upon a review of such Registration Statement) the “Plan of Distribution”
section substantially in the form attached hereto as Annex A.
Notwithstanding the registration obligations set forth in this Section 2, in
the event the Commission informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered
for resale as a secondary offering on a single registration statement, the
Company agrees to promptly (i) inform each of the Holders thereof and use its
commercially reasonable efforts to file amendments to the Initial Registration
Statement as required by the Commission and/or (ii) withdraw the Initial
Registration Statement and file a new registration statement (a “New
Registration Statement”), in either case covering the maximum number
of Registrable Securities permitted to be registered by the Commission, on Form
S-3 or such other form available to register for resale the Registrable
Securities as a secondary offering; provided, however, that prior to filing
such amendment or New Registration Statement, the Company and the Holders shall
use good faith efforts to advocate with the Commission for the registration of
all of the Registrable Securities in accordance with the SEC Guidance,
including without limitation, the Manual of Publicly Available Telephone
Interpretations D.29. Notwithstanding any other provision of this Agreement, if
any SEC Guidance sets forth a limitation of the number of Registrable
Securities or other shares of Common Stock permitted to be registered on a
particular Registration Statement as a secondary offering (and notwithstanding
that the Company and the Holders used good faith efforts to advocate with the
Commission for the registration of all or a greater number of Registrable
Securities), the number of Registrable Securities or other shares of Common
Stock to be registered on such Registration Statement will be reduced as follows:
first, the Company shall reduce or eliminate the shares of Common Stock to be
included by any Person other than a Holder; second, the Company shall reduce or
eliminate any shares of Common Stock to be included by any Affiliate of the
Company; and third, the Company shall reduce the number of Registrable
Securities 


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to be included by all other Holders on a pro rata basis based on the
total number of unregistered Shares held by such Holders, subject to a
determination by the Commission that certain Holders must be reduced before
other Holders based on the number of Shares held by such Holders. In the event
the Company amends the Initial Registration Statement or files a New
Registration Statement, as the case may be, under clauses (i) or (ii) above, and
all Registrable Securities are not included in the Initial Registration
Statement and/or the New Registration Statement, the Company will use its
commercially reasonable efforts to file with the Commission, as promptly as
allowed by Commission or SEC Guidance provided to the Company or to registrants
of securities in general, one additional registration statement on Form S-3 or
such other form available to register for resale those Registrable Securities
that were not registered for resale on the Initial Registration Statement, as
amended, or the New Registration Statement (the “Remainder Registration Statement”).
Notwithstanding anything to the contrary herein, under no circumstance shall
the Company be obligated to file more than one Initial Registration Statement,
one New Registration Statement (and only if such New Registration Statement is
required), and one Remainder Registration Statement (and only if such Remainder
Registration Statement is required). No Holder shall be named as an
“underwriter” in any Registration Statement without such Holder’s prior written
consent.


               (b)
The Company shall use its commercially reasonable efforts to cause each
Registration Statement to be declared effective by the Commission as soon as
reasonably practicable and, with respect to the Initial Registration Statement
or the New Registration Statement, as applicable, no later than the
Effectiveness Deadline, and shall use its commercially reasonable efforts to
keep each Registration Statement continuously effective under the Securities
Act until the earlier of (i) such time as all of the Registrable Securities
covered by such Registration Statement have been publicly sold by the Holders
or (ii) the date that all Registrable Securities covered by such Registration
Statement may be sold by non-affiliates without volume or manner of sale
restrictions under Rule 144, without the requirement for the Company to be in
compliance with the current public information requirements under Rule 144 (the
“Effectiveness
Period”). The Company shall request effectiveness of a Registration
Statement as of 5:00 p.m. New York City time on a Trading Day. The Company
shall as promptly as reasonably practicable notify the Holders via facsimile or
electronic mail of a “.pdf” format data file of the effectiveness of a
Registration Statement. The Company shall, by 9:30 a.m. New York City time on
the first Trading Day after the Effective Date, file a final Prospectus with
the Commission, as required by Rule 424(b). 


               (c)
[Intentionally
Omitted.]


               (d)
Each Holder agrees to furnish to the Company a completed Selling Stockholder
Questionnaire not more than five (5) Trading Days following the date of this
Agreement.At least five (5) Trading Days prior to the
first anticipated filing date of a Registration Statement for any registration
under this Agreement, the Company will notify each Holder of the information
the Company requires from that Holder other than the information contained in
the Selling Stockholder Questionnaire, if any, which shall be completed and
delivered to the Company promptly upon request and, in any event, within five
(5) Trading Days prior to the applicable anticipated filing date. Each Holder further agrees that it shall not
be entitled to be named as a selling securityholder in the Registration
Statement or use the Prospectus for offers and resales of Registrable
Securities at any time, unless such Holder has returned to the Company a
completed and signed Selling Stockholder Questionnaire and a response to any requests for further
information as described in the previous sentence.If
a Holder of Registrable Securities returns a Selling Stockholder Questionnaire
or a request for further information, in either case, after its respective
deadline, the Company shall be
permitted to exclude such Holder from being a selling security holder in the
Registration Statement or any pre-effective or post-effective amendment
thereto. Each Holder acknowledges and agrees that the information in the
Selling Stockholder Questionnaire or
request for further information as described in this Section 2(d) will
be used by the Company in the preparation of the Registration Statement and
hereby consents to the inclusion of such information in the Registration
Statement.


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               (e)
Notwithstanding anything to the contrary herein, (x) the Company shall be
entitled to postpone the filing or effectiveness of, or suspend the use of, a
Registration Statement if in the Company’s good faith belief such registration,
offering or use would reasonably be expected to materially affect in an adverse
manner or materially interfere with any bona fide material financing of the
Company or any material transaction under consideration by the Company or would
require the disclosure of information that has not been, and is not otherwise
required to be, disclosed to the public and the premature disclosure of which
would materially affect the Company in an adverse manner and (y) at any time
after the Registration Statement has been declared effective by the Commission,
the Company may delay the disclosure of material non-public information
concerning the Company if the disclosure of such information at the time is
not, in the good faith judgment of the Company, in the best interests of the
Company (a postponement or suspension as described in clause (x) and/or a delay
described in clause (y), a “Grace Period”); provided, however, the
Company shall promptly (i) notify the Holders in writing of the existence of
the event or material non-public information giving rise to a Grace Period
(provided that the Company shall not disclose the content of such material
non-public information to the Holders) or the need to file a post-effective
amendment, as applicable, and the date on which such Grace Period will begin,
(ii) use reasonable best efforts to terminate a Grace Period as promptly as
practicable and (iii) notify the Holders in writing of the date on which the
Grace Period ends; provided, further, that no single Grace
Period shall exceed thirty (30) consecutive days, and during any three hundred
sixty-five (365) day period, the aggregate of all Grace Periods shall not
exceed an aggregate of ninety (90) days (each Grace Period complying with this
provision being an “Allowable Grace Period”). For purposes of
determining the length of a Grace Period, the Grace Period shall be deemed to
begin on and include the date the Holders receive the notice referred to in
clause (i) above and shall end on and include the later of the date the Holders
receive the notice referred to in clause (iii) above and the date referred to
in such notice; provided, however, that no Grace Period shall be longer than
an Allowable Grace Period. Notwithstanding anything to the contrary, the
Company shall cause the Transfer Agent to deliver unlegended Common Stock to a transferee of a
Holder in accordance with the terms of the Purchase Agreement in connection
with any sale of Registrable Securities with respect to which a Holder has
entered into a contract for sale prior to the Holder’s receipt of the notice of
a Grace Period and for which the Holder has not yet settled. 


               (f)
In the event that Form S-3 is not available for the
registration of the resale of Registrable Securities hereunder, the Company
shall (i) register the resale of the Registrable Securities on another
appropriate form and (ii) undertake to register the Registrable Securities on
Form S-3 promptly after such form is available, provided that the Company
shall maintain the effectiveness of the Registration Statement then in effect
until such time as a Registration Statement on Form S-3 covering the
Registrable Securities has been declared effective by the Commission.


          3. Registration
Procedures


               In
connection with the Company’s registration obligations hereunder:


               (a)
the Company shall not less than three (3) Trading Days prior to the filing of a
Registration Statement and not less than one (1) Trading Day prior to the
filing of any related Prospectus or any amendment or supplement thereto (except
for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K and any similar or successor reports), the
Company shall, furnish to the Holder
copies of such Registration Statement, Prospectus or amendment or supplement
thereto, as proposed to be filed, which documents will be subject to the review
of such Holder (it being acknowledged and agreed that if a Holder does not
object to or comment on the aforementioned documents within such three (3) Trading Day or one (1) Trading Day
period, as the case may be, then the Holder shall be deemed to have consented
to and approved the use of such documents). The Company shall not file
any Registration Statement or amendment or supplement thereto in a form to
which a Holder reasonably objects in good faith, provided that, the Company is
notified of such objection in writing within the three (3) Trading Day or one
(1) Trading Day period described above, as applicable. 


6








               (b)
(i) the Company shall prepare and file with the Commission such amendments
(including post-effective amendments) and supplements, to each Registration
Statement and the Prospectus used in connection therewith as may be necessary
to keep such Registration Statement continuously effective as to the applicable
Registrable Securities for its Effectiveness Period (except during an Allowable
Grace Period); (ii) the Company shall cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement (subject to the
terms of this Agreement), and, as so supplemented or amended, to be filed
pursuant to Rule 424 (except during an Allowable Grace Period); (iii) the
Company shall respond as promptly as reasonably practicable to any comments
received from the Commission with respect to each Registration Statement or any
amendment thereto and, as promptly as reasonably possible, provide the Holders
true and complete copies of all correspondence from and to the Commission
relating to such Registration Statement that pertains to the Holders as
“Selling Stockholders” but not any comments that would result in the disclosure
to the Holders of material and non-public information concerning the Company;
and (iv) the Company shall use its commercially reasonable efforts to comply
with the provisions of the Securities Act and the Exchange Act with respect to
the disposition of all Registrable Securities covered by a Registration
Statement until such time as all of such Registrable Securities shall have been
disposed of (subject to the terms of this Agreement) in accordance with the
intended methods of disposition by the Holders thereof as set forth in such
Registration Statement as so amended or in such Prospectus as so supplemented; provided,
however, that each Purchaser shall be responsible for the delivery
of the Prospectus to the Persons to whom such Purchaser sells any of the Shares
(including in accordance with Rule 172 under the Securities Act), and each
Purchaser agrees to dispose of Registrable Securities in compliance with the
plan of distribution described in the Registration Statement and otherwise in
compliance with applicable federal and state securities laws. In the case of
amendments and supplements to a Registration Statement which are required to be
filed pursuant to this Agreement (including pursuant to this Section 3(b)) by
reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or
any analogous report under the Exchange Act, the Company shall have
incorporated such report by reference into such Registration Statement, if
applicable, or shall file such amendments or supplements with the Commission on
the same day on which the Exchange Act report which created the requirement for
the Company to amend or supplement such Registration Statement was filed.


               (c)
the Company shall notify the Holders (which notice shall, pursuant to clauses
(iii) through (v) hereof, be accompanied by an instruction to suspend the use
of the Prospectus until the requisite changes have been made) as promptly as
reasonably practicable (i)(A) when a Prospectus or any Prospectus supplement or
post-effective amendment to a Registration Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing
on any Registration Statement (in which case the Company shall provide to each
of the Holders true and complete copies of all comments that pertain to the
Holders as a “Selling Stockholder” or to the “Plan of Distribution” and all
written responses thereto, but not information that the Company believes would
constitute material and non-public information); and (C) with respect to each
Registration Statement or any post-effective amendment, when the same has
become effective; (ii) of any request by the Commission or any other Federal or
state governmental authority for amendments or supplements to a Registration
Statement or Prospectus or for additional information that pertains to the Holders
as “Selling Stockholders” or the “Plan of Distribution”; (iii) of the issuance
by the Commission or any other federal or state governmental authority of any
stop order suspending the effectiveness of a Registration Statement covering
any or all of the Registrable 


7






Securities or the initiation of any Proceedings for that purpose; (iv)
of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction, or the initiation or
threatening of any Proceeding for such purpose; and (v) of the occurrence (but
not the nature of or details concerning) of any event or passage of time that
makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or the Prospectus, as the case may be, it will not
contain any 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
(in the case of any Prospectus, form of prospectus or supplement thereto, in
light of the circumstances under which they were made), not misleading (provided,
however,
that no notice by the Company shall be required pursuant to this clause (v) in
the event that the Company either promptly files a Prospectus supplement to
update the Prospectus or a Form 8-K or other appropriate Exchange Act report
that is incorporated by reference into the Registration Statement, which, in
either case, contains the requisite information that results in such
Registration Statement no longer containing any untrue statement of material
fact or omitting to state a material fact necessary to make the statements
therein not misleading).


               (d)
the Company shall use commercially reasonable efforts to avoid the issuance of,
or, if issued, obtain the withdrawal of (i) any order suspending the
effectiveness of a Registration Statement, or (ii) any suspension of the
qualification (or exemption from qualification) of any of the Registrable
Securities for sale in any jurisdiction, as soon as practicable.


               (e)
the Company shall, if requested by a Holder, furnish to such Holder, without
charge, at least one conformed copy of each Registration Statement and each
amendment thereto and all exhibits to the extent requested by such Person
(including those previously furnished or incorporated by reference) promptly
after the filing of such documents with the Commission; provided, that the Company
shall have no obligation to provide any document pursuant to this clause that
is available on the Commission’s EDGAR system.


               (f)
the Company shall, prior to any resale of Registrable Securities by a Holder,
use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification
(or exemption from the registration or qualification) of such Registrable
Securities for the resale by the Holder under the securities or Blue Sky laws
of such jurisdictions within the United States only as and to the extent
necessary, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or
things reasonably necessary to enable the disposition in such jurisdictions of
the Registrable Securities covered by each Registration Statement; provided,
that the Company shall not be required to qualify generally to do business in
any jurisdiction where it is not then so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so subject or file a
general consent to service of process in any such jurisdiction.


               (g)
the Company shall, cooperate with the Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be delivered to a transferee pursuant to the Registration Statement, which
certificates shall be free, to the extent permitted by the Purchase Agreement
and under law, of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any such
Holders may reasonably request. Certificates for Shares free from all
restrictive legends may be transmitted by the transfer agent to a Holder by
crediting the account of such Holder’s prime broker with DTC as directed by
such Holder. 


8






               (h)
the Company shall following the occurrence of any event contemplated by Section
3(c)(ii)-(v), as promptly as reasonably practicable (taking into account the
Company’s good faith assessment of any adverse consequences to the Company and
its stockholders of the premature disclosure of such event), prepare and file a
supplement or amendment, including a post-effective amendment, to the affected
Registration Statements or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, and
file any other required document so that, as thereafter delivered, no
Registration Statement nor any Prospectus will contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus, form
of prospectus or supplement thereto, in light of the circumstances under which
they were made), not misleading. 


               (i)
the Company may require each selling Holder to furnish to the Company a
certified statement as to (i) the number of shares of Common Stock beneficially
owned by such Holder and any Affiliate thereof, (ii) any Financial Industry
Regulatory Authority (“FINRA”) affiliations, (iii) any natural
persons who have the power to vote or dispose of the Common Stock and (iv) any
other information as may be requested by the Commission, FINRA or any state
securities commission.


               (j)
the Company shall cooperate with any registered broker through which a Holder
proposes to resell its Registrable Securities in effecting a filing with FINRA
pursuant to NASD Rule 2710 as requested by any such Holder and the Company
shall pay the filing fee required for the first such filing within two (2)
Business Days of the request therefore.


               (k)
during the Effectiveness Period, the Company shall use its commercially
reasonable efforts to maintain eligibility for use of Form S-3 (or any
successor form thereto) for the registration of the resale of Registrable
Securities.


               (l)
as and to the extent necessary, the Company shall (i) promptly incorporate in a
Prospectus supplement or post-effective amendment to the Registration Statement
such information as the Company reasonably agrees should be included therein
and (ii) make all required filings of such Prospectus supplement or such
post-effective amendment as soon as reasonably practicable after the Company
has received notification of the matters to be incorporated in such Prospectus
supplement or post-effective amendment.


               (m)
if the offering pursuant to a Registration Statement is to be underwritten,
then the underwriters (including the managing underwriter) selected must be
reasonably acceptable to the Company.


               (n)  the Company and the
Holders
shall otherwise use commercially reasonable efforts to comply with all
applicable rules and regulations of the Commission under the Securities Act and
the Exchange Act, including Rule 172, notify the Holders promptly if the
Company no longer satisfies the conditions of Rule 172 and take such other
actions as may be reasonably necessary to facilitate the registration of the
Registrable Securities hereunder; and make available to its security holders,
as soon as reasonably practicable, but not later than the Availability Date (as
defined below), an earnings statement covering a period of at least twelve (12)
months, beginning after the effective date of each Registration Statement,
which earning statement shall satisfy the provisions of Section 11(a) of the
Securities Act, including Rule 158 promulgated thereunder (for the purpose of
this Section 3, “Availability Date” means the 45th day following the end of the
fourth fiscal quarter that includes the effective date of such Registration
Statement, except that, if such fourth fiscal quarter is the last quarter of
the Company’s fiscal year, “Availability Date” means the 90th day after the end
of such fourth fiscal quarter).


9






          4. Registration
Expenses. All fees and expenses incident to the Company’s performance of or
compliance with its obligations under this Agreement (excluding (i) any
underwriting discounts, fees or selling commissions or broker or similar
commissions or fees of any Holder and (ii) all legal fees and expenses of legal
counsel for any Holder) shall be borne by the Company whether or not any
Registrable Securities are sold pursuant to a Registration Statement. The fees
and expenses referred to in the foregoing sentence shall include, without
limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses (A) with respect to filings required to be made
with any Trading Market on which the Common Stock is then listed for trading,
(B) with respect to compliance with applicable state securities or Blue Sky
laws (including, without limitation, fees and disbursements of
counsel for the Company in connection with Blue Sky qualifications or
exemptions of the Registrable Securities and determination of the eligibility
of the Registrable Securities for investment under the laws of such
jurisdictions as requested by the Holders) and (C) if not previously paid by
the Company in connection with an Issuer Filing, with respect to any filing
that may be required to be made by any broker through which a Holder intends to
make sales of Registrable Securities with FINRA pursuant to the NASD Rule 2710,
so long as the broker is receiving no more than a customary brokerage
commission in connection with such sale,
(ii) printing expenses (including, without limitation, expenses of printing
certificates for Registrable Securities and of printing prospectuses if the
printing of prospectuses is reasonably requested by the Holders of a majority
of the Registrable Securities included in the Registration Statement), (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
so desires such insurance, and (vi) fees and expenses of all other Persons
retained by the Company in connection with the consummation of the transactions
contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation
of the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.


          5. Indemnification.


               (a)
Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify, defend and hold harmless each Holder,
the officers, directors, agents, partners, members, managers, stockholders,
Affiliates and employees of each of them, each Person who controls any such
Holder (within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act) and the officers, directors, partners, members, managers,
stockholders, agents and employees of each such controlling Person, to the
fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without limitation,
reasonable costs of preparation and investigation and reasonable attorneys’
fees) and expenses (collectively, “Losses”), as incurred, that arise out of
or are based upon any untrue or alleged untrue statement of a material fact
contained in any Registration Statement, any Prospectus or any form of
prospectus or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission
to state a material fact required to be stated therein or necessary to make the
statements therein (in the case of any Prospectus or form of prospectus or
supplement thereto, in light of the circumstances under which they were made)
not misleading, except to the extent, but only to the extent, that (A) such
untrue statements, alleged untrue statements, omissions or alleged omissions
are based upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such
information relates to such Holder or such Holder’s proposed method of
distribution of Registrable Securities and was provided by such Holder
expressly for use in the Registration Statement, such Prospectus or such form
of Prospectus or in any amendment or supplement thereto (it being understood that
each Holder has approved Annex A hereto for this purpose), or (B) in the
case of an occurrence of an event of the type specified in Section
3(c)(ii)-(v), related to the use by a Holder of an outdated or defective Prospectus after the
Company has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated
and defined in Section 6(d) below, but only if and to the extent that following
the receipt of the Advice the misstatement or omission giving rise to such Loss
would have been corrected. The Company shall notify the Holders promptly of the
institution, threat or assertion of any Proceeding arising from or in
connection with the transactions contemplated by this Agreement of which the
Company is aware. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of an Indemnified Party
(as defined in Section 5(c)) and shall survive the transfer of the Registrable
Securities by the Holders.


10







               (b)
Indemnification by Holders. Each Holder shall, severally and not
jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and
the directors, officers, agents or employees of such controlling Persons, to
the fullest extent permitted by applicable law, from and against all Losses, as
incurred, arising out of or are based upon any untrue or alleged untrue
statement of a material fact contained in any Registration Statement, any
Prospectus, or any form of prospectus, or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any
omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein (in the case of any Prospectus, or
any form of prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading (i) to the extent, but only to the
extent, that such untrue statements or omissions are based upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein or (ii) to the extent, but only to the extent, that
such information relates to such Holder or such Holder’s proposed method of
distribution of Registrable Securities and was provided by such Holder
expressly for use in a Registration Statement (it being understood that the
Holder has approved Annex A hereto for this purpose), such Prospectus or
such form of Prospectus or in any amendment or supplement thereto or (iii) in
the case of an occurrence of an event of the type specified in Section
3(c)(ii)-(v), to the extent, but only to the extent, related to the use by such
Holder of an outdated or defective Prospectus after the Company has notified
such Holder in writing that the Prospectus is outdated or defective and prior
to the receipt by such Holder of the Advice contemplated in Section 6(d), but
only if and to the extent that following the receipt of the Advice the
misstatement or omission giving rise to such Loss would have been corrected. In
no event shall the liability of any selling Holder hereunder be greater in
amount than the dollar amount of the net proceeds received by such Holder upon
the sale of the Registrable Securities giving rise to such indemnification
obligation.


               (c)
Conduct of Indemnification Proceedings. If any Proceeding shall be brought
or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the Person
from whom indemnity is sought (the “Indemnifying Party”) in writing, and the
Indemnifying Party shall have the right to assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all reasonable fees and expenses incurred in
connection with defense thereof; provided, that the failure of any
Indemnified Party to give such notice shall not relieve the Indemnifying Party
of its obligations or liabilities pursuant to this Agreement, except (and only)
to the extent that such failure shall have materially and adversely prejudiced
the Indemnifying Party.


               An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to
such Indemnified Party in any such Proceeding; or (3) the named parties to any
such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and
such Indemnified Party shall have been advised by counsel that in the reasonable
judgment of such counsel a conflict of interest exists if the same counsel were
to represent such Indemnified Party and the Indemnifying Party; provided,
that the Indemnifying Party shall not be liable for the reasonable and
documented fees and expenses of more than one separate firm of attorneys at any
time for all Indemnified Parties. The Indemnifying Party shall not be liable
for any settlement of any such Proceeding effected without its written consent,
which consent shall not be unreasonably withheld, delayed or conditioned. No
Indemnifying Party shall, without the prior written consent of the Indemnified
Party, effect any settlement of any pending Proceeding in respect of which any
Indemnified Party is a party, unless such settlement includes an unconditional
release of such Indemnified Party from all liability on claims that are the
subject matter of such Proceeding.


11








               Subject
to the terms of this Agreement, all reasonable and documented fees and expenses
of the Indemnified Party (including reasonable and documented fees and expenses
to the extent incurred in connection with investigating or preparing to defend
such Proceeding in a manner not inconsistent with this Section 5(c)) shall be
paid to the Indemnified Party, as incurred, with reasonable promptness after
receipt of written notice thereof to the Indemnifying Party; provided,
that the Indemnified Party shall promptly reimburse the Indemnifying Party for
that portion of such fees and expenses applicable to such actions for which
such Indemnified Party is finally judicially determined to not be entitled to
indemnification hereunder). The failure to deliver written notice
to the Indemnifying Party within a reasonable time of the commencement of any
such action shall not relieve such Indemnifying Party of any liability to the
Indemnified Party under this Section 5, except to the extent that the
Indemnifying Party is materially and adversely prejudiced in its ability to
defend such action.


               (d)
Contribution. If a claim for indemnification under Section 5(a) or 5(b)
is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each 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 Losses, in such
proportion as is appropriate to reflect the relative fault of the Indemnifying
Party and Indemnified Party in connection with the actions, statements or
omissions that resulted in such Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified
Party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission of a material fact, has been
taken or made by, or relates to information supplied by, such Indemnifying
Party or Indemnified Party, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such action, statement or
omission. 


               The
parties hereto agree that it would not be just and equitable if contribution
pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable
considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be
required to contribute, in the aggregate, any amount in excess of the amount by
which the net proceeds actually received by such Holder from the sale of the
Registrable Securities subject to the Proceeding exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. 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. 


               The
indemnity and contribution agreements contained in this Section 5 are in
addition to any liability that the Indemnifying Parties may have to the
Indemnified Parties and are not in diminution or limitation of the
indemnification provisions under the Purchase Agreement. 


12






          6. Miscellaneous.


               (a)
Remedies. In the event of a breach by the Company or by a Holder of any
of their obligations under this Agreement, each Holder or the Company, as the
case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled
to specific performance of its rights under this Agreement. The Company and
each Holder agree that monetary damages would not provide adequate compensation
for any losses incurred by reason of a breach by it of any of the provisions of
this Agreement and hereby further agrees that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.


               (b)
No Piggyback on Registrations; Prohibit on Filing Other Registration
Statements. Except and to the extent required pursuant to agreements
or arrangements identified in Schedule 3.1(y) to the Purchase Agreement,
neither the Company nor any of its security holders (other than the Holders in
such capacity pursuant hereto) may include securities of the Company in a
Registration Statement filed pursuant to this Agreement other than the
Registrable Securities and the Company shall not prior to the Effective Date
enter into any agreement providing any such right to any of its security
holders. The Company shall not, from the Filing Date until the date that is 60
days after the Effective Date of the Initial Registration Statement, prepare
and file with the Commission a registration statement relating to an offering
for its own account under the Securities Act of any of its equity securities,
other than (i) a registration statement on Form S-8, (ii) in connection with an
acquisition or an exchange offer, on Form S-4 or (iii) a registration statement
to register for resale securities
issued by the Company pursuant to acquisitions or strategic transactions
approved by a majority of the directors of the Company. For the
avoidance of doubt, the Company shall not be prohibited from preparing and
filing with the Commission a registration statement relating to an offering of
Common Stock by existing stockholders of the Company under the Securities Act
pursuant to the terms of registration rights held by such stockholder or from
filing amendments to registration statements filed prior to the date of this
Agreement. If, prior to the filing of the Initial Registration Statement, the
Company shall determine to prepare and file with the Commission a registration
statement relating to an offering of Common Stock for the account of third
party holders of Common Stock under the Securities Act on Form S-1 or Form S-3
(but, for the avoidance of doubt, excluding any registration statement filed in
respect of a Spin-Off), then the Company shall deliver to each Holder a written
notice of such determination and, if within fifteen (15) days after the date of
the delivery of such notice, any such Holder shall so request in writing, the
Company shall include in such registration statement all or any part of such
Registrable Securities such Holder requests to be registered to the extent
permitted by the Commission.


               (c)
Compliance. Each Holder covenants and agrees that it will comply with
the prospectus delivery requirements of the Securities Act as applicable to it
(unless an exemption therefrom is available) in connection with sales of
Registrable Securities pursuant to the Registration Statement and
shall sell the Registrable Securities only in accordance with a method of
distribution described in the Registration Statement


               (d)
Discontinued Disposition. By its acquisition of
Registrable Securities, each Holder agrees that, upon receipt of a notice from
the Company of the occurrence of a Grace Period or any event of the kind
described in Section 3(c)(ii)-(v), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until
it is advised in writing (the “Advice”) by the Company that the use of
the applicable Prospectus (as it may have been supplemented or amended) may be
resumed. The Company may provide appropriate stop orders to enforce the provisions
of this paragraph. 


13






               (e)
No Inconsistent Agreements. Neither the Company nor any of
its Subsidiaries has entered, as of the date hereof, nor shall the Company or
any of its Subsidiaries, on or after the date hereof and prior to the time
there are no longer any Registrable Securities, enter into any agreement
granting to any Person any registration rights in the nature or substantially
in the nature of those set forth in Article II hereof that would have priority
over, or be pari passu with, the Registrable Securities with respect to the
inclusion of such securities in any registration, without the prior written
consent of a majority of the then outstanding Registrable Securities.


               (f)
Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, or
waived unless the same shall be in writing and signed by the Company and
Holders holding at least a majority of the then outstanding Registrable
Securities, provided that any party may give a waiver as to itself.
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders and that does not directly or indirectly affect the rights of
other Holders may be given by Holders of all of the Registrable Securities to
which such waiver or consent relates; provided, however, that the provisions
of this sentence may not be amended, modified, or supplemented except in
accordance with the provisions of the immediately preceding sentence. Notwithstanding the foregoing, if any such
amendment, modification or waiver would adversely affect in any material
respect any Holder or group of Holders who have comparable rights under this
Agreement disproportionately to the other Holders having such comparable
rights, such amendment, modification, or waiver shall also require the written
consent of the Holder(s) so adversely affected. 


               (g)
Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be delivered as set forth
in the Purchase Agreement. 


               (h)
Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto
or their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement. The Company may not assign its rights (except by
merger, consolidation or other business combination transaction or in
connection with another entity acquiring all or substantially all of the
Company’s equity or assets) or obligations hereunder without the prior written
consent of all the Holders of the then outstanding Registrable Securities. Each
Holder may assign its respective rights hereunder in the manner and to the
Persons as permitted under Section 4.1 of the Purchase Agreement; provided,
that any such assignment shall only be effective upon receipt by the Company of
(x) written notice from the transferring Holder stating the name and address of
any transferee and identifying the number of shares of Registrable Securities
with respect to which the rights under this Agreement are being transferred and
(y) a Joinder Agreement is executed and delivered to the Company by such
transferee and pursuant to which such transferee agrees to be bound by the
terms of this Agreement and Section 4.1 and Section 4.10 of the Purchase
Agreement.


               (i)
Execution and Counterparts. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the same
Agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party, it being understood that both parties
need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “.pdf” format
data file, such signature shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same
force and effect as if such facsimile or “.pdf” signature were the original
thereof.


14






               (j)
Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Purchase Agreement. 


               (k)
Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any other remedies provided by law.


               (l)
Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their good faith reasonable efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and restrictions without
including any of such that may be hereafter declared invalid, illegal, void or
unenforceable.


               (m)
Headings. The headings in this Agreement are for convenience only and
shall not limit or otherwise affect the meaning hereof.


               (n)
Termination. Except for Section 5, which shall survive, the remaining
provisions of this Agreement shall terminate upon the earlier of (x) the
expiration of the Effectiveness Period and (y) such time as there are no longer
any Registrable Securities.


               (o)
Independent Nature of Purchasers’ Obligations and Rights. The
obligations of each Purchaser under this Agreement are several and not joint
with the obligations of any other Purchaser hereunder, and no Purchaser shall
be responsible in any way for the performance of the obligations of any other
Purchaser hereunder. The decision of each Purchaser to purchase the Shares
pursuant to the Transaction Documents has been made independently of any other
Purchaser. Nothing contained herein or in any other agreement or document
delivered at any closing, and no action taken by any Purchaser pursuant hereto
or thereto, shall be deemed to constitute the Purchasers as a partnership, an
association, a joint venture or any other kind of entity, or create a
presumption that the Purchasers are in any way acting in concert with respect
to such obligations or the transactions contemplated by this Agreement. Each
Purchaser acknowledges that no other Purchaser has acted as agent for such
Purchaser in connection with making its investment hereunder and that no
Purchaser will be acting as agent of such Purchaser in connection with
monitoring its investment in the Shares or enforcing its rights under the Transaction
Documents. Each Purchaser shall be entitled to protect and enforce its rights,
including, without limitation, the rights arising out of this Agreement, and it
shall not be necessary for any other Purchaser to be joined as an additional
party in any Proceeding for such purpose.


15






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


	
 

	
 

	
 

	
 


	
 

	
OCWEN FINANCIAL
  CORPORATION

	 
	
 

	
 

	 
	
 

	
By:

	
/s/ David J. Gunter

	 
	
 

	
 

	 

	 
	
 

	
 

	
Name: David J. Gunter

	 
	
 

	
 

	
Title: Executive Vice President and 

	 
	
 

	
 

	
Chief Financial Officer

	 



[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK,

SIGNATURE PAGES OF HOLDERS TO FOLLOW]






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


	
 

	
 

	
 

	
 


	
 

	
NAME OF INVESTING ENTITY

	
 


	
 

	
 

	
 


	
 

	
Bay Pond Partners, L.P.

	
 


	
 

	
By: Wellington Management Company, LLP

	
 


	
 

	
as Investment Adviser

	
 


	
 

	
 

	
 


	
 

	
AUTHORIZED SIGNATORY

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven M. Hoffman

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name: Steven M. Hoffman

	
 


	
 

	
 

	
Title: Vice President and Counsel

	
 


	
 

	
 

	
 

	
 


	
 

	
ADDRESS FOR NOTICE

	
 


	
 

	
 

	
 


	
 

	
c/o: Wellington Management Company, LLP

	
 


	
 

	
 

	
 


	
 

	
Street: 75 State Street

	
 


	
 

	
 

	
 


	
 

	
City/State/Zip: Boston, MA 02109

	
 


	
 

	
 

	
 


	
 

	
Attention: Legal/Compliance

	
 


	
 

	
 

	
 


	
 

	
Tel:

	
617.790.7535

	
 


	
 

	
 

	
 

	
 


	
 

	
Fax:

	
617.289.5699

	
 


	
 

	
 

	
 

	
 


	
 

	
Email:

	
seclaw@wellington.com

	
 










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


	
 

	
 

	
 

	
 


	
 

	
NAME OF INVESTING ENTITY

	
 


	
 

	
 

	
 


	
 

	
Bay Pond Investors (Bermuda) L.P.

	
 


	
 

	
By: Wellington Management Company, LLP

	
 


	
 

	
as Investment Adviser

	
 


	
 

	
 

	
 


	
 

	
AUTHORIZED SIGNATORY

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven M. Hoffman

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name: Steven M. Hoffman

	
 


	
 

	
 

	
Title: Vice President and Counsel

	
 


	
 

	
 

	
 

	
 


	
 

	
ADDRESS FOR NOTICE

	
 


	
 

	
 

	
 


	
 

	
c/o: Wellington Management Company, LLP

	
 


	
 

	
 

	
 


	
 

	
Street: 75 State Street

	
 


	
 

	
 

	
 


	
 

	
City/State/Zip: Boston, MA 02109

	
 


	
 

	
 

	
 


	
 

	
Attention: Legal/Compliance

	
 


	
 

	
 

	
 


	
 

	
Tel:

	
617.790.7535

	
 


	
 

	
 

	
 

	
 


	
 

	
Fax:

	
617.289.5699

	
 


	
 

	
 

	
 

	
 


	
 

	
Email:

	
seclaw@wellington.com

	
 










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


	
 

	
 

	
 

	
 


	
 

	
NAME OF INVESTING ENTITY


	
 

	
 

	
 

	
 


	
 

	
Ithan Creek Master Investors (Cayman) L.P.


	
 

	
By: Wellington Management Company, LLP


	
 

	
as Investment Adviser


	
 

	
 


	
 

	
AUTHORIZED SIGNATORY


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven M. Hoffman


	
 

	
 

	 

	
 


	
 

	
 

	
Name: Steven M. Hoffman


	
 

	
 

	
Title: Vice President and Counsel


	
 

	
 

	
 


	
 

	
ADDRESS FOR NOTICE


	
 

	
 


	
 

	
c/o: Wellington Management Company, LLP


	
 

	
 


	
 

	
Street: 75 State Street


	
 

	
 


	
 

	
City/State/Zip: Boston, MA 02109


	
 

	
 


	
 

	
Attention: Legal/Compliance


	
 

	
 


	
 

	
Tel:

	
617.790.7535

	
 


	
 

	
 

	
 

	
 


	
 

	
Fax:

	
617.289.5699

	
 


	
 

	
 

	
 

	
 


	
 

	
Email:

	
seclaw@wellington.com

	
 










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


	
 

	
 

	
 

	
 


	
 

	
NAME OF INVESTING ENTITY


	
 

	
 


	
 

	
Wolf Creek Partners, L.P.


	
 

	
By: Wellington Management Company, LLP


	
 

	
as Investment Adviser


	
 

	
 


	
 

	
AUTHORIZED SIGNATORY


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven M. Hoffman

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name: Steven M. Hoffman

	
 


	
 

	
 

	
Title: Vice President and Counsel

	
 


	
 

	
 

	
 

	
 


	
 

	
ADDRESS FOR NOTICE


	
 

	
 


	
 

	
c/o: Wellington Management Company, LLP


	
 

	
 


	
 

	
Street: 75 State Street


	
 

	
 


	
 

	
City/State/Zip: Boston, MA 02109


	
 

	
 


	
 

	
Attention: Legal/Compliance


	
 

	
 


	
 

	
Tel:

	
617.790.7535

	
 


	
 

	
 

	
 

	
 


	
 

	
Fax:

	
617.289.5699

	
 


	
 

	
 

	
 

	
 


	
 

	
Email:

	
seclaw@wellington.com 

	
 










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


	
 

	
 

	
 

	
 


	
 

	
NAME OF INVESTING ENTITY


	
 

	
 


	
 

	
Wolf Creek Investors (Bermuda) L.P.


	
 

	
By: Wellington Management Company, LLP


	
 

	
as Investment Adviser


	
 

	
 


	
 

	
AUTHORIZED SIGNATORY


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven M. Hoffman

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name: Steven M. Hoffman

	
 


	
 

	
 

	
Title: Vice President and Counsel

	
 


	
 

	
 

	
 

	
 


	
 

	
ADDRESS FOR NOTICE


	
 

	
 


	
 

	
c/o: Wellington Management Company, LLP


	
 

	
 

	
 

	
 


	
 

	
Street: 75 State Street


	
 

	
 


	
 

	
City/State/Zip: Boston, MA 02109


	
 

	
 


	
 

	
Attention: Legal/Compliance


	
 

	
 


	
 

	
Tel:

	
617.790.7535

	
 


	
 

	
 

	
 

	
 


	
 

	
Fax:

	
617.289.5699

	
 


	
 

	
 

	
 

	
 


	
 

	
Email:

	
seclaw@wellington.com 

	
 










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


	
 

	
 

	
 

	
 


	
 

	
NAME OF INVESTING ENTITY


	
 

	
 


	
 

	
First Opportunity Fund, Inc.


	
 

	
By: Wellington Management Company, LLP


	
 

	
as Investment Adviser


	
 

	
 


	
 

	
AUTHORIZED SIGNATORY


	
 

	
 

	
 

	
 


	
 

	
By:

	
/s/ Steven M. Hoffman

	
 


	
 

	
 

	 

	
 


	
 

	
 

	
Name: Steven M. Hoffman

	
 


	
 

	
 

	
Title: Vice President and Counsel

	
 


	
 

	
 

	
 

	
 


	
 

	
ADDRESS FOR NOTICE


	
 

	
 

	
 


	
 

	
c/o: Wellington Management Company, LLP


	
 

	
 


	
 

	
Street: 75 State Street


	
 

	
 


	
 

	
City/State/Zip: Boston, MA 02109


	
 

	
 


	
 

	
Attention: Legal/Compliance


	
 

	
 


	
 

	
Tel:

	
617.790.7535

	
 


	
 

	
 

	
 

	
 


	
 

	
Fax:

	
617.289.5699

	
 


	
 

	
 

	
 

	
 


	
 

	
Email:

	
seclaw@wellington.com