REALOGY HOLDINGS CORP. Shares of Common Stock FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2012 • Realogy Holdings Corp. • New York
Introductory. Realogy Holdings Corp. (formerly known as Domus Holdings Corp.), a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule A hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of shares of Common Stock, par value $0.01 per share, (the “Common Stock”) of the Company (the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional shares of Common Stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • September 28th, 2012 • Realogy Holdings Corp. • Delaware
THIS DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of this day of 2012, by and between Realogy Holdings Corp., a Delaware corporation (the “Company”), and (the “Indemnitee”).
FORM OF AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among REALOGY HOLDINGS CORP. and the SECURITYHOLDERS that are parties hereto DATED AS OF , 2012Securityholders Agreement • September 28th, 2012 • Realogy Holdings Corp. • Delaware
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT dated as of , 2012 (this “Agreement”), by and among Realogy Holdings Corp., a Delaware corporation (the “Company”), and each of the parties set forth on the signature pages (each, a “Securityholder” and, collectively, the “Securityholders”).
SUPPLEMENTAL INDENTURE NO. 3Supplemental Indenture • September 28th, 2012 • Realogy Holdings Corp. • New York
Supplemental Indenture No. 3 (this “Supplemental Indenture”), dated as of September 11, 2012, among Realogy Corporation, a Delaware corporation (the “Issuer”), Domus Holdings Corp., a Delaware Corporation (“Holdings”), the guarantors listed on the signature pages hereto (each, a “Note Guarantor” and together, the “Note Guarantor”), each a subsidiary of the Issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
