Ocwen Related Matters

During the year ended December 31, 2022, Ocwen was our largest customer,
accounting for 41% of our total revenue. Additionally, 6% of our revenue for the
year ended December 31, 2022 was earned on the loan portfolios serviced by
Ocwen, when a party other than Ocwen or the MSR owner selected Altisource as the
service provider.

Ocwen has disclosed that it is subject to a number of ongoing federal and state
regulatory examinations, consent orders, inquiries, subpoenas, civil
investigative demands, requests for information and other actions and is subject
to pending and threatened legal proceedings, some of which include claims
against Ocwen for substantial monetary damages. Previous regulatory actions
against Ocwen have subjected Ocwen to independent oversight of its operations
and placed certain restrictions on its ability to acquire servicing rights.
Existing or future similar matters could result in adverse regulatory or other
actions against Ocwen. In addition to the above, Ocwen may become subject to
future adverse regulatory or other actions.

Ocwen has disclosed that Rithm is its largest client. As of December 31, 2022,
approximately 17% of loans serviced and subserviced by Ocwen (measured in UPB)
were related to Rithm MSRs or rights to MSRs.

The existence or outcome of Ocwen regulatory matters or the termination of the
Rithm sub-servicing agreement with Ocwen may have significant adverse effects on
Ocwen’s business. For example, Ocwen may be required to alter the way it
conducts business, including the parties it contracts with for services, it may
be required to seek changes to its existing pricing structure with us, it may
lose its non-GSE servicing rights or subservicing arrangements or may lose one
or more of its state servicing or origination licenses. Additional regulatory
actions or adverse financial developments may impose additional restrictions on
or require changes in Ocwen’s business that could require it to sell assets or
change its business operations. Any or all of these effects and others could
result in our eventual loss of Ocwen as a customer or a reduction in the number
and/or volume of services they purchase from us or the loss of other customers.

If any of the following events occurred, Altisource’s revenue could be significantly reduced and our results of operations could be materially adversely affected, including from the possible impairment or write-off of goodwill, intangible assets, property and equipment, other assets and accounts receivable:
•Altisource loses Ocwen as a customer or there is a significant reduction in the volume of services they purchase from us
•Ocwen loses, sells or transfers a significant portion of its GSE or Federal
Housing Administration servicing rights or subservicing arrangements or
remaining other servicing rights or subservicing arrangements and Altisource
fails to be retained as a service provider

•The contractual relationship between Ocwen and Rithm changes significantly,
including Ocwen’s sub-servicing arrangement with Rithm expiring without renewal,
and this change results in a change in our status as a provider of services
related to the Subject MSRs

•Ocwen loses state servicing licenses in states with a significant number of loans in Ocwen’s servicing portfolio
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•The contractual relationship between Ocwen and Altisource changes significantly
or there are significant changes to our pricing to Ocwen for services from which
we generate material revenue

•Altisource otherwise fails to be retained as a service provider.
Management cannot predict whether any of these events will occur or the amount
of any impact they may have on Altisource. We are seeking to diversify and grow
our revenue and customer base and we have a sales and marketing strategy to
support these efforts. Moreover, in the event one or more of these events
materially negatively impact Altisource, we believe the variable nature of our
cost structure would allow us to realign our cost structure to address some of
the impact to revenue and that current liquidity would be sufficient to meet our
working capital, capital expenditures, debt service and other cash needs. There
can be no assurance that our plans will be successful or our operations will be

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