Mr Cooper Group Inc (COOP)

[cura asada]

DECLARATION OF DAVID M. SHARP WITH RESPECT TO THE TABULATION OF VOTES ON AND ELECTIONS PURSUANT TO THE SEVENTH AMENDED JOINT PLAN OF AFFILIATED DEBTORS PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE WITH RESPECT TO SECURITIES VOTING CLASSES

27. Pursuant to the ruling of this Court on January 11, 2012, the votes of holders of Preferred Equity Interests in Class 19 were weighted according to liquidation preference amount on a per share basis. Specifically, (1) votes cast by holders of the REIT Series were counted in the dollar amount in which they were cast, (2) votes cast by holders of Series K preferred shares (CUSIP 939322 83 0), of which there are 20 million depositary shares,
were weighted at $25 each, and (3) votes cast by holders of Series R preferred shares (CUSIP 939322 81 4), of which there are 3 million shares, were weighted at $1,000 each.