Mr Cooper Group Inc (COOP)

[eighty]

footnote page 223



2
Assuming the Seventh Amended Plan is confirmed as proposed, factors outside of the control of the Board that
could affect whether a further ownership change occurs include: (i) the percentage of Reorganized Common
Stock reserved in respect of the Dime Warrants (if the LTW Stipulation is not approved) and Disputed Equity
Interests, at most 30%, (ii) the percentage of Reorganized Common Stock reserved in respect of any Disputed
Claims that elect to receive Runoff Notes and, in lieu thereof, Reorganized Common Stock, at most 5%, (iii)
indirect changes in the ownership of any persons owning 5% or more of stock of Reorganized WMI for section
382 purposes, which persons are currently expected to be few, if any, given the widespread ownership of the
existing preferred and common stock of WMI, and (iv) certain dispositions and (subject to the transfer restrictions
in the Second Lien Runoff Notes, if applicable) certain acquisitions of the Second Lien Runoff Notes if such
Notes were recharacterized as stock of Reorganized WMI for section 382 purposes, in which event such Notes
could represent approximately 10% or more of the equity value of Reorganized WMI as of the Effective Date,
and potentially could represent a significantly greater percentage in the future if the value of the common stock
declines. Accordingly, absent actions within the Board’s control (e.g., the issuance of additional common stock
to raise capital, or permitting certain acquisitions or dispositions otherwise prohibited by the charter of
Reorganized WMI), it is possible, but does not currently appear likely, that a further ownership change would
occur as a result of a subsequent release of reserved Reorganized Common Stock. In addition, it is possible,
although uncertain, that such release could be integrated for section 382 purposes with the Effective Date
transfers of Reorganized Common Stock such that no shift in ownership would be deemed to occur as a result of
the release