Attn: Board of Managers
With a copy
to:

(b)
If to the Participant, at the address set forth underneath the Participant's
signature to this Award Agreement, by first-class mail, certified or registered
with return receipt requested, or by hand delivery, and such notice shall be
deemed to have been duly given three days after mailing or immediately upon hand
delivery to the Participant.
Section 18.
Waiver and Release by
Participant.
AS A CONDITION PRECEDENT TO AND IN CONSIDERATION FOR THE PARENT
MAKING THIS
14
AWARD, THE PARTICIPANT IRREVOCABLY WAIVES AND FOREVER RELEASES ANY AND ALL
CLAIMS TO ANY EQUITY-BASED COMPENSATION (INCLUDING ANY EQUITY APPRECIATION
AWARDS, RIGHTS OR OPTIONS OTHER THAN AS GRANTED IN THIS AGREEMENT) ALLOCATED,
ASSIGNED OR OTHERWISE ATTRIBUTED TO THE PARTICIPANT PRIOR TO THE EFFECTIVE DATE
PURPORTING TO GIVE THE PARTICIPANT THE RIGHT TO BENEFIT FROM OR PARTICIPATE IN
THE APPRECIATION OR INCREASE IN VALUE OF, OR PROFITS OR DIVIDENDS FROM, ANY
DIVISION, BUSINESS UNIT OR OTHER SUB-DIVISION OF ALTISOURCE, INCLUDING WITHOUT
LIMITATION, ANY PLAN TITLED OR STRUCTURED AS A DIVISION EQUITY APPRECIATION
RIGHTS PLAN, BUSINESS UNIT EQUITY APPRECIATION RIGHTS PLAN, SHADOW STOCK PLAN,
OR PROFIT SHARING PLAN. FOR PURPOSES OF CLARIFICATION, THE FOREGOING WAIVER AND
RELEASE SHALL NOT APPLY TO ANY STOCK OPTION OR RESTRICTED STOCK AWARD FOR ASPS
COMMON STOCK ISSUED PURSUANT TO THE ASPS PLAN, INCLUDING ANY RIGHTS IN STOCK OF
OTHER COMPANIES RESULTING THEREFROM. IF THE PARTICIPANT UNDERTAKES TO ENFORCE,
OR SUCCEEDS IN ENFORCING, ANY RIGHTS TO COLLECT SUCH WAIVED AWARDS, THEN THE
PARENT MAY BY WRITTEN NOTICE TO THE PARTICIPANT REPURCHASE ANY OR ALL OF THE
PARTICIPANT'S SHARES ISSUED PURSUANT TO THE PLAN OR THIS AWARD AGREEMENT FOR A
PRICE EQUAL TO THE LESSER OF THEIR FAIR MARKET VALUE AT THE TIME OF THE
REPURCHASE OR THE PURCHASE PRICE PAID BY THE PARTICIPANT PURSUANT TO SECTION 2
ABOVE.
Section 19.
Governing Law.
THIS AWARD
AGREEMENT, AND ANY DISPUTES BETWEEN THE PARENT AND ANY PARTICIPANT, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE GRAND DUCHY OF
LUXEMBOURG, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
Section 20.
Jurisdiction; Venue; Waiver of
Jury Trial.
BY ACCEPTANCE OF ANY AWARD MADE UNDER THE PLAN AND THIS AWARD
AGREEMENT, A PARTICIPANT HEREBY AGREES THAT ANY AND ALL DISPUTES BETWEEN THE
PARTIES HERETO WHICH MAY ARISE PURSUANT TO THIS AWARD AGREEMENT OR ANY AWARD
MADE HEREUNDER WILL BE HEARD EXCLUSIVELY AND DETERMINED BEFORE AN APPROPRIATE
COURT LOCATED IN THE GRAND DUCHY OF LUXEMBOURG, AND THE PARENT, AND EACH
PARTICIPANT SUBMITS ITSELF AND ITS PROPERTY TO THE EXCLUSIVE JURISDICTION OF THE
FOREGOING COURTS WITH RESPECT TO SUCH DISPUTES.
BY ACCEPTANCE OF ANY AWARD MADE
UNDER THIS AWARD AGREEMENT, A PARTICIPANT HEREBY (I) WAIVES TO THE FULLEST
EXTENT PERMITTED BY LAW ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
COURTS REFERRED TO ABOVE ON THE GROUNDS OF INCONVENIENT FORUM OR OTHERWISE AS
REGARDS ANY AND ALL DISPUTES BETWEEN THE PARTICIPANT AND THE PARENT WHICH
MAY ARISE PURSUANT TO THIS AWARD