REALOGY HOLDINGS CORP. 35,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2013 • Realogy Holdings Corp. • Real estate agents & managers (for others) • New York
Contract Type FiledApril 15th, 2013 Company Industry JurisdictionIntroductory. Certain stockholders named in Schedule B hereto (the “Selling Stockholders”) of Realogy Holdings Corp., a Delaware corporation (the “Company”), propose to sell to the several Underwriters listed in Schedule A hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 35,000,000 shares of Common Stock, par value $0.01 per share, (the “Common Stock”) of the Company (the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional 5,250,000 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”.