PURCHASE AND SALE AGREEMENT
 by and among
 ALTISOURCE PORTFOLIO SOLUTIONS S.A.,
 and
 THE EQUITY INTERESTHOLDERS OF
THE MORTGAGE PARTNERSHIP OF AMERICA, L.L.C.
IDENTIFIED HEREIN
 and
 THE MANAGEMENT OWNERS IDENTIFIED HEREIN
 Dated as of February 12, 2010




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TABLE OF CONTENTS
 Page1. DEFINITIONS
    
    
    12. ACQUISITION OF SHARES OF THE COMPANY
    
    
    12.1.Purchase and Sale of Shares.
    
    
    12.2.Purchase Price.
    
    
    22.3.Payment of Purchase Price.
    
    
    22.4.Time and Place of Closing.
    
    
    22.5.Deliveries at the Closing.
    
    
    22.6.Post-Closing Adjustment.
    
    
    32.7.Allocation of Purchase Price.
    
    
    43. REPRESENTATIONS AND WARRANTIES OF EACH SELLER AND EACH MANAGEMENT OWNER
    
    
    43.1.Organization and Good Standing.
    
    
    43.2.Authority; No Conflict.
    
    
    43.3.Title to Properties; Capitalization of the Company; Security Interests.
    
    
    53.4.Condition and Sufficiency of Assets; Company Records.
    
    
    63.5.Taxes.
    
    
    73.6.Employee Benefits.
    
    
    93.7.Compliance with Legal Requirements; Governmental Authorizations.
    
    
    123.8.Legal Proceedings; Orders.
    
    
    133.9.Financial Statements.
    
    
    143.10.Absence of Certain Changes and Events.
    
    
    143.11.Contracts; No Defaults.
    
    
    153.12.Insurance.
    
    
    163.13.Facilities.
    
    
    163.14.Employees.
    
    
    173.15.Labor Relations; Compliance.
    
    
    173.16.Intellectual Property.
    
    
    173.17.Relationships with Related Persons.
    
    
    183.18.Brokers or Finders.
    
    
    193.19.Sophistication of Investors; Access to Information.
    
    
    194. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER
    
    
    204.1.Organization and Good Standing.
    
    
    204.2.Authority; No Conflict.
    
    
    204.3.Certain Proceedings.
    
    
    204.4.Brokers or Finders.
    
    
    214.5.SEC Reports.
    
    
    214.6.Governmental Consents.
    
    
    214.7.Litigation.
    
    
    21
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5. POST-CLOSING COVENANTS
    
    
    215.1.Litigation Support.
    
    
    215.2.Tax Matters.
    
    
    215.3.Restrictive Covenants.
    
    
    255.4.Audited Financial Statements.
    
    
    275.5.Access to Books and Records.
    
    
    285.6.PIA Payments.
    
    
    285.7.Titleserv Proceeding.
    
    
    306. CONDITIONS PRECEDENT TO THE PURCHASERS OBLIGATION TO CLOSE
    
    
    316.1. Accuracy of Representations; Performance of the Sellers and the Management
Owners.
    
    
    316.2. Release of Security Interests.
    
    
    336.3. Additional Documents.
    
    
    337. CONDITIONS PRECEDENT TO THE SELLERS AND THE MANAGEMENT OWNERS OBLIGATION TO CLOSE
    
    
    337.1. Accuracy of Representations; the Purchasers Performance.
    
    
    347.2. Additional Documents.
    
    
    348. INDEMNIFICATION; REMEDIES
    
    
    358.1. Survival.
    
    
    358.2. Indemnification and Payment of Damages by the Sellers and the Management
Owners.
    
    
    358.3. Indemnification and Payment of Damages by the Purchaser.
    
    
    368.4. Time Limitations.
    
    
    368.5. Limitations on Amount  the Sellers and the Management Owners.
    
    
    378.6. Limitations on Amount the Purchaser.
    
    
    378.7. Indemnity Escrow Agreement.
    
    
    378.8. Right of Set-Off.
    
    
    388.9. Procedure for Indemnification  Third Party Claims.
    
    
    388.10. Procedure for Indemnification  Other Claims.
    
    
    408.11. Exclusive Remedy.
    
    
    408.12. Determination of Damages Amount.
    
    
    409. GENERAL PROVISIONS
    
    
    409.1. Expenses.
    
    
    409.2. Public Announcements.
    
    
    409.3. Notices.
    
    
    419.4. Jurisdiction; Service of Process.
    
    
    429.5. Further Assurances.
    
    
    439.6. Waiver.
    
    
    439.7. Entire Agreement and Modification.
    
    
    439.8. Disclosure Schedule.
    
    
    439.9. Obligations; Assignments, Successors, and No Third-Party Rights.
    
    
    449.10. Severability.
    
    
    449.11. Section Headings; Construction.
    
    
    44
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9.12. Time of Essence.
    
    
    449.13. Governing Law.
    
    
    459.14. Specific Performance.
    
    
    459.15. Counterparts.
    
    
    459.16. Seller Representative.
    
    
    459.17. Acknowledgment by the Purchaser.
    
    
    479.18. Transfer Taxes.
    
    
    479.19. Delivery by Electronic Means.
    
    
    47
 ANNEXES, SCHEDULES AND EXHIBITS
 Annex I
    
    DefinitionsSchedule 2.3
    
    Payment of Purchase PriceSchedule 2.3(f)
    
    Pro-Rata Allocation of Purchase Price PaymentsSchedule 5.6(h)
    
    Payment of PIA PaymentsSchedule 6.1(h)
    
    Preferred Investor Agreement RenewalsExhibit A
    
    PIA PaymentsExhibit B
    
    Purchase Price AllocationExhibit C
    
    Required ApprovalsExhibit D-1
    
    Form of Indemnity Escrow AgreementExhibit D-2
    
    Form of Put Escrow AgreementExhibit E-1
    
    Form of Rights AgreementExhibit E-2
    
    Form of Put Option AgreementExhibit F
    
    Form of Put Security AgreementExhibit G
    
    Form of Put Pledge AgreementExhibit H-1
    
    Form of Scott M. Stern Employment AgreementExhibit H-2
    
    Form of Timothy C. Stern Employment AgreementExhibit H-3
    
    Form of Barry O. Sandweiss Employment AgreementExhibit I
    
    Form of Release AgreementExhibit J
    
    Form of Collateral Agency Agreement
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PURCHASE AND SALE AGREEMENT
 Agreement ALTISOURCE PORTFOLIO SOLUTIONS S.A. Purchaser SCOTT M. STERN REVOCABLE TRUST TIMOTHY C. STERN REVOCABLE TRUST BARRY O. SANDWEISS REVOCABLE TRUST THE THOMAS A. STERN REVOCABLE TRUST EVAN HACKEL PARAMOUNT BOND & MORTGAGE CO., INC. Seller Sellers SCOTT M.
STERN TIMOTHY C. STERN BARRY O. SANDWEISS  Management Owner   Management Owners  Party Parties
 RECITALS
  AGREEMENT
     Purchase and Sale of Shares.




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Purchase Price.
 Twenty
Seven Million Nine Hundred Forty One Thousand Nine Hundred And Ninety Two Dollars ($27,941,992)  Cash Payment  Nine Hundred Fifty Nine Thousand And
Eighty five (959,085) Four Hundred Eight
Six, Two Hundred And Forty Three (486,243) Four Hundred Seventy
Two Thousand, Eight Hundred And Forty Two (472,842)  Stock
Payment  One Million, Fifty Eight Thousand And Eight Dollars ($1,058,008)  Noncompete Payment  Purchase Price
 Payment of Purchase Price.
 Schedule
2.3
 Time and Place of Closing.
 Closing Closing Date
 Deliveries at the Closing.
  2




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Post-Closing Adjustment.
  Price Adjustment 
   Closing Net Working Capital
Statement 
  Final Adjustment Schedule 
   Notice of Disagreement with Price Adjustment   Arbitrator 
 3




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Allocation of Purchase Price
 Exhibit B  Purchase Price Allocation 
  Disclosure Schedule
 Organization and Good Standing.
   Authority; No Conflict.
  4




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Schedule 3.2(b)
  Title to Properties; Capitalization of the Company; Security Interests.
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Schedule 3.3(c)
 Schedule 3.3(d) Schedule 3.3(d) Schedule
3.3(d)
 Schedule 3.3(e)
 Condition and Sufficiency of Assets; Company Records.
  6




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Schedule 3.4(a)
 Schedule 3.4(b)
   Schedule 3.4(e)
 Schedule 3.4(f)
 Taxes.
   7




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8




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Employee Benefits.
  Schedule 3.6(a)  Company Group 
 Schedule 3.6(b)  Employees 
  ERISA 
   Company Plans 
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 PBGC 
 Schedule 3.6(c)  Company Qualified Plans  Schedule 3.6(c)
    10




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Schedule 3.6(g)
  Schedule 3.6(i)
   Schedule 3.6(l)
  11




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Schedule 3.6(n)
 Schedule 3.6(o)
 Schedule 3.6(p) Schedule 3.6(p)
 Schedule 3.6(q)  Pension Benefit Plan 
 Schedule 3.6(r)
 Compliance with Legal Requirements; Governmental Authorizations.
 Schedule 3.7(a)
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Schedule 3.7(b) Schedule 3.7(b) Schedule 3.7(b) Schedule 3.7(b) Schedule 3.7(b)
 Schedule 3.7(c)
 Legal Proceedings; Orders.
 Schedule 3.8
 Schedule 3.8
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Financial Statements
 Schedule 3.9(a)  Financial Statements 
 Schedule
3.9(b)
 Schedule 3.9(c) Schedule 3.9(c)
 Absence of Certain Changes and Events.
  Schedule 3.10
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Contracts; No Defaults.
 Schedule 3.11(a) Schedule 3.11(a)
 Schedule 3.11(b)
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Schedule
3.11(c)
  Insurance.
 Schedule 3.12
 Facilities.
  Schedule 3.13(b) Schedule 3.13(b)
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Employees.
 Schedule 3.14(a) Schedule 3.14(a)
 Schedule 3.14(b)
 Labor Relations; Compliance.
  Schedule 3.15
 Intellectual Property.
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Schedule 3.16(a)(i) Schedule 3.16(a)(ii) Schedule
3.16(a)(iii)
  Schedule 3.16(c)
 Schedule 3.16(c)
 Relationships with Related Persons.
 Schedule 3.17
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Schedule 3.17
 Brokers or Finders.
  Sophistication of Investors; Access to Information
     19




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Organization and Good Standing.
  Authority; No Conflict.
   Certain Proceedings.
  20




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Brokers or Finders.
  SEC Reports.
 Purchaser SEC Reports
 Governmental Consents.
  Litigation.
   Litigation Support.
  Tax Matters.
 21




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General  Straddle
Period 
 Tax Indemnification
   Tax Contests
  Tax
Contest 
 22




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provided however
 provided, however
  Tax Returns
  23




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Refunds
 24




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Cooperation
 Restrictive Covenants.
  th provided, however,
 25




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provided, however,
 provided, however,
 provided, however,
 26




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provided,
however,
   Audited Financial Statements.
 th  Audited Financial Statements 
 27




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Access to Books and Records.
  Schedule 3.11(a)
 PIA Payments.
  PIA Payments  rd
   Exhibit A Exhibit A
 28




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provided, however,
   PIA Statement 
 st
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st  Notice of Disagreement with PIA
Statement 
   Schedule 5.6(h) th
 Titleserv Proceeding.
 th st th th
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th th
   Accuracy of Representations; Performance of the Sellers and the Management
Owners.
      Conveyancing Documents 
   31




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Schedule 6.1(h)
 Release of Security Interests.
  Additional Documents.
      33




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Accuracy of Representations; the Purchasers Performance.
               Additional Documents.
  34




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Survival.
  Indemnification and Payment of Damages by the Sellers and the Management Owners.
 Purchaser Indemnified Persons Damages Schedule 3.8
 35




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th
 Indemnification and Payment of Damages by the Purchaser.
  Seller
Indemnified Persons 
 Time Limitations.
   36




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Limitations on Amount  the Sellers and the Management Owners.
 Basket
  Limitations on Amount the Purchaser.
  Indemnity Escrow Agreement.
 Three Hundred Fourteen
Thousand, One Hundred And Thirty-Five (314,135)
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 General Escrow Amount  provided, however,
 Right of Set-Off.
 provided, however,
   Procedure for Indemnification  Third Party Claims.
 38




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Procedure for Indemnification  Other Claims.
  Exclusive Remedy.
 provided, however,
 Determination of Damages Amount.
   Expenses.
  Public Announcements.
  40




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Notices.
   
  
  
  
 41




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 Submitting Person 
  42




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Further Assurances.
  Waiver.
  Entire Agreement and Modification.
  Disclosure Schedule.
  43




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Obligations; Assignments, Successors, and No Third-Party Rights.
  Severability.
  Section Headings; Construction.
  Time of Essence.
  44




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Governing Law.
  Specific Performance.
  Counterparts.
  Seller Representative.
      45




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provided however
  46




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Acknowledgment by the Purchaser.
  Transfer Taxes.
  Transfer Taxes 
 Delivery by Electronic Means.
  47




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[The Remainder of this Page has been Intentionally Left Blank]
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The Purchaser:ALTISOURCE PORTFOLIO SOLUTIONS S.A.By:Name:Title: The Sellers:SCOTT M. STERN REVOCABLE TRUSTBy:Scott M. SternTrustee TIMOTHY C. STERN, REVOCABLE TRUSTBy:Timothy C. SternTrustee BARRY O. SANDWEISS REVOCABLE TRUSTBy:Barry O. SandweissTrustee THE THOMAS A. STERN REVOCABLE TRUSTBy:Thomas A. SternTrustee [Signatures Continued on Following Page]
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[Signatures Continued from Previous Page]
 EVAN HACKELPARAMOUNT BOND & MORTGAGE CO., INC.By:Name:Title:The Management Owners:SCOTT M. STERNTIMOTHY C. STERNBARRY O. SANDWEISS 50




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ANNEX I
  Affiliate 
  Arbitrator 
  Audited Financial Statements 
  Baseline EBITDA 
  Business 
  Business Day 
  Cash Payment 
  Closing 
  Closing Date 
  Closing Net Working Capital Statement 
  Collateral Agency Agreement  Exhibit J
  Company 
  Company Group 
  Company Plans 
  Company Qualified Plans 
  Confidential Information




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 Consent 
  Contemplated Transactions 
  Contract 
  Conveyancing Documents 
  Cooperative 
  Cooperative Members 
  Damages 
  Disclosure Schedule 
  EBITDA  plus plus




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 Effective
Time 
  Employees 
  Employment Agreements  Exhibit H-1 Exhibit H-2 Exhibit H-3
  Equity Rights 
  ERISA 
  Escrow Agent 
  Facility   Facilities 
  Final Adjustment Schedule 
  Financial Investors 
  Financial Statements 
  Fundamental Representations 
  Funds Flow and Settlement Statement 
  GAAP 
  General Escrow Amount 
  Good Faith Efforts 




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 Governmental Authorization 
  Governmental Body 
  Gross Revenue 
  Indebtedness 
  Indemnity Escrow Agreement  Exhibit D-1
  Intellectual Property Assets 
  Marks 
  Patents 
  Copyrights 
  Trade Secrets 
 Owned Software




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Licensed
Software
  Domain Names 
    IRC 
  IRS 
  Knowledge 
  Legal Requirement 
  Liability 
  Management Owners  
  Management Trusts 
  Measurement Period 
  Net Income 




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 Net Revenues  provided,
  Net Working Capital  over
  Noncompete Payment 
  Notice of Disagreement with PIA Statement 
  Notice of Disagreement with Price Adjustment 
  Operational Representations 
  Order 
  Ordinary Course 
  Organizational Documents 
  Party   Parties 
  PBGC 




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 Pension Benefit Plan 
  Person 
  PIA 
  PIA Payments 
  PIA Statement 
  Price Adjustment 
  Proceeding 
  Purchase Price 
  Purchase Price Allocation 
  Purchaser 
  Purchaser Indemnified Person  
  Purchaser SEC Reports 
  Put Escrow Agreement  Exhibit D-2
  Put Option Agreement  Exhibit E-2
  Put Pledge Agreement  Exhibit G
  Put Security Agreement 




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Exhibit F
  Related Person 
   Release Agreement  Exhibit I
  Representative 
  Required Approvals  Exhibit C
  Restricted Stock 
  Rights Agreement  Exhibit E-1
  SEC 
  Security Interest 




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 Seller Indemnified Person 
  Seller Representative 
  Sellers 
  Shares 
  Springhouse 
  Stock Payment 
  Straddle Period 
  Submitting Person 
  Tax 
  Tax Contest 
  Tax Item 
  Tax Return 
  Territory 




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 Titleserv Proceeding  The Mortgage
Partnership of America v. Titleserv, Inc.
  Titleserv Settlement 
  Total Consideration 
  Transaction Documents 
  Transfer Taxes 
  Ultra-Fundamental Representations 
  Unrestricted Stock 
  Working Capital Target 




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Schedule 2.3
  Schedule 2.3(f)
  Schedule 5.6(h)
  Schedule 6.1(h)
  Exhibit A
  Exhibit B
  Exhibit C
  Exhibit D-1
  Exhibit D-2
  Exhibit E-1
  Exhibit E-2
  Exhibit F




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Exhibit G
  Exhibit H-1
  Exhibit H-2
  Exhibit H-3
  Exhibit I
  Exhibit J