EXHIBIT 10.1
STOCK REPURCHASE AGREEMENT
This
STOCK REPURCHASE AGREEMENT (this “Agreement”) is made
and entered into as of April 3, 2009, between FF Plaza Partners, a
Delaware limited partnership (the “Seller”) and Ocwen
Financial Corporation, a Florida corporation (the
“Company”).
WHEREAS,
the Seller desires to sell and the Company desires to purchase one
million (1,000,000) shares of Common Stock, par value $.01 per
share (the “ Common Stock ”), of the Company
owned by the Seller (the “Shares”) pursuant to the
terms and conditions of this Agreement.
WHEREAS,
the disinterested members of the Board of Directors of the Company
have considered and approved the purchase of the Shares by the
Company at the price set forth in this Agreement, which is the same
purchase price per share ($11.00) as that at which the Company
agreed on March 27, 2009 to sell shares of newly-issued Common
Stock to third party purchasers not affiliated with the
Company.
NOW
THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto covenant
and agree as follows:
ARTICLE I
Sale and Purchase
1.01
Sale and Purchase . Subject to the terms and conditions of
this Agreement, the Seller shall sell to the Company, and the
Company shall purchase from the Seller, the Shares, at a price per
share of $11.00. The aggregate purchase price due to the Seller is
$11,000,000 (the “Purchase Price”). The Purchase Price
shall be paid in full at Closing (as defined below) in immediately
available funds by wire transfer to the Seller to an account or
accounts previously identified by the Seller.
1.02
Closing . At the closing of the transaction contemplated
hereby to take place on such a date and time to be mutually agreed
to between the Seller and the Company (the “Closing”),
the Seller will convey to the Company all of its right, title and
interest in and to the Shares free and clear of all Encumbrances
other than Company Encumbrances (each as defined in Section 2.01
hereof). The Seller shall deliver to the Company, at the Closing, a
certificate or certificates representing the Shares, duly endorsed
for transfer or accompanied by duly executed stock powers naming
the Company as transferee.
ARTICLE II
Representations and Warranties of the Seller
As
a material inducement to the Company to enter into this Agreement
and to consummate the transactions contemplated hereby, the Seller
hereby represents and warrants to the Company, as of the Closing,
as follows:
2.01
Ownership; Authority; Good Title . The Seller is the lawful
owner of the Shares free and clear of any claim, lien, pledge,
voting agreement, adverse claim, option, charge, security interest,
mortgage, deed of trust, encumbrance, right of assignment, purchase
right or other rights of any nature whatsoever affecting the use,
voting or transfer of the Shares (each, an
“Encumbrance”) and has the full power and authority to
enter into this Agreement and to transfer, assign, convey and
deliver the Shares free and clear of any Encumbrance other than an
Encumbrance arising through the Company’s ownership of the
Shares (a “Company Encumbrance”) and, upon delivery to
the Company of a certificate or certificates representing such
Shares, duly endorsed for transfer or accompanied by a stock power
duly executed by such Seller, the Company will have acquired good
and valid title to the Shares, free and clear of any Encumbrance
other than a Company Encumbrance.
2.02
Enforceability . This Agreement has been duly and validly
executed and delivered by the Seller and constitutes the legal,
valid and binding obligation of the Seller enforceable against the
Seller in accordance with its terms, subject to bankruptcy,
insolvency or other similar laws of general application affecting
creditors’ rights and general principles of
equity.
2.03
Absence of Violations or Conflicts . Neither the execution
and delivery by the Seller of this Agreement, the compliance by the
Seller with the terms and conditions hereof, nor the consummation
by the Seller of the transactions contemplated hereby will violate,
result in a breach of, or constitute a default under its articles
of incorporation or bylaws or similar organizational documents, as
amended, or violate, result in a breach of, or constitute a default
under, in each case in any material respect, any agreement,
instrument, judgment, order or decree to which the Seller is a
party or is o
