EX-10.1





 Exhibit 10.1 

Execution Version 
 2019
INCREMENTAL ASSUMPTION AGREEMENT 
 2019 INCREMENTAL ASSUMPTION AGREEMENT, dated as of March 27, 2019 (this
“Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the financial institution party hereto (the “2019 Incremental Revolving Facility
Lender”) and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”). 

W  I  T  N  E  S  S  E  T
 H: 
 WHEREAS, reference is made to the Amended and Restated Credit Agreement, dated as of March 5, 2013 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, the several lenders from time to time parties thereto (the “Lenders”), the Administrative Agent and the
other agents parties thereto; 
 WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans
and other extensions of credit to the Borrower; 
 WHEREAS, pursuant to Section 2.20 of the Credit Agreement, the Borrower wishes to
obtain an Incremental Revolving Facility Commitment; and 
 WHEREAS, the Borrower, the 2019 Incremental Revolving Facility Lender and the
Administrative Agent are willing to agree to this Agreement on the terms set forth herein. 
 NOW THEREFORE, in consideration of the
premises and mutual covenants hereinafter set forth, the parties hereto agree as follows: 
 SECTION
1.    Definitions. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 

SECTION 2.    Incremental Revolving Facility Commitment. 

(a)    The Borrower has requested an Incremental Revolving Facility Commitment of $25,000,000.00 and that the date on
which such Incremental Revolving Facility Commitment becomes effective be the 2019 Effective Date (as defined below), and the 2019 Incremental Revolving Facility Lender has agreed to provide an Incremental Revolving Facility Commitment in an amount
equal to $25,000,000.00. 
 (b)    On the 2019 Effective Date, this Agreement shall constitute an “Incremental
Assumption Agreement” pursuant to section 2.20 of the Credit Agreement, the Incremental Revolving Facility Commitment referred to in Section 2(a) above shall constitute an additional “Revolving Facility Commitment” and any loans
made pursuant to such Incremental Revolving Facility Commitment shall constitute “Revolving Facility Loans” under the Credit Agreement as set forth in this Section 2. 

(c)    The Incremental Revolving Facility Commitment shall have the same terms and conditions as those of the Revolving
Facility Commitments existing at the time of the 2019 Effective Date, including, for the avoidance of doubt, each of the terms and conditions existing under the Credit Agreement. 

(d)    Following the 2019 Effective Date, all Revolving Facility Loans shall be made in accordance with the aggregate
Revolving Facility Commitments of the Revolving Facility Lenders after giving effect to the Incremental Revolving Facility Commitment contemplated hereby. Pursuant to 













  
 2 

 

 Section 2.20(d) of the Credit Agreement, the Administrative Agent may take any and all action as may be
reasonably necessary to ensure that all Revolving Facility Loans, including in respect of the Incremental Revolving Facility Commitment contemplated hereby, when originally made, are included in each Borrowing of outstanding Revolving Facility Loans
on a pro rata basis. 
 SECTION 3.    Effectiveness. This Agreement (including the Incremental Revolving
Facility Commitment provided herein) shall become effective as of the date (the “2019 Effective Date”) on which the following conditions have been satisfied: 

(a)    The Administrative Agent (or its counsel) shall have received a duly executed and completed counterpart hereof
that bears the signature of (i) the Borrower, (ii) Holdings, (iii) the Administrative Agent, and (iv) the 2019 Incremental Revolving Facility Lender. 

(b)    The Administrative Agent shall have received an Acknowledgment and Confirmation in the form of Annex I hereto from
an authorized officer of each Loan Party. 
 (c)    The Administrative Agent shall have received all fees payable
thereto or to the 2019 Incremental Revolving Facility Lender on or prior to the 2019 Effective Date. 
 (d)    To the
extent invoiced, the Administrative Agent shall have received reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and
disbursements of Simpson Thacher & Bartlett LLP) in connection with this Agreement and any other reasonable out-of-pocket expenses required to be reimbursed or
paid by the Loan Parties under the Credit Agreement or under any Loan Document. 
 (e)    No Event of Default or
Default shall have occurred and be continuing. 
 (f)    The Administrative Agent shall have received a certificate
signed by a Responsible Officer of the Borrower, certifying on behalf of the Borrower that, (i) after giving effect to this Agreement, the representations and warranties set forth in the Loan Documents are true and correct in all material
respects on and as of the 2019 Effective Date as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in
all material respects as of such earlier date (other than the representations and warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the 2019 Effective Date)); provided
that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects, and (ii) no Default or Event of Default has occurred and is
continuing on the 2019 Effective Date after giving effect to this Agreement. 
 (g)    The Administrative Agent shall
have received, on behalf of itself and the 2019 Incremental Revolving Facility Lender on the 2019 Effective Date (after giving effect hereto), a favorable written opinion of (i) Skadden, Arps, Slate, Meagher & Flom LLP, special counsel
for the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent and (ii) local counsel reasonably satisfactory to the Administrative Agent as specified on Schedule 4.02(b) to the Credit
Agreement, in each case (A) dated the 2019 Effective Date, (B) addressed to the Administrative Agent and the 2019 Incremental Revolving Facility Lender and (C) in form and substance reasonably satisfactory to the Administrative Agent
and covering such other matters relating to this Agreement and the Loan Documents as the Administrative Agent shall reasonably request. 

(h)    The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in
clauses (i), (ii) and (iii) below: 













  
 3 

 

 (i)    a copy of the certificate or articles of
incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, (A) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar
official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary
of State (or other similar official) or (B) in the case of a partnership or limited liability company, certified by the Secretary or Assistant Secretary of each such Loan Party; 

(ii)    a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated
the 2019 Effective Date and certifying: 
 (A)    that attached thereto is a true and complete copy of
the by-laws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the 2019 Effective Date and at all times since a date
prior to the date of the resolutions described in clause (B) below, 
 (B)    that attached
thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of
this Agreement and the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings thereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the 2019
Effective Date, 
 (C)    that the certificate or articles of incorporation, certificate of limited
partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above, and 

(D)    as to the incumbency and specimen signature of each officer executing any Loan Document (including
the Acknowledgment and Confirmation in the form of Annex I hereto) or any other document delivered in connection herewith on behalf of such Loan Party; and 

(iii)    a certificate of a director or another officer as to the incumbency and specimen signature of
the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above. 

(i)    The 2019 Incremental Revolving Facility Lender shall have received a solvency certificate in form and substance
reasonably satisfactory to the Administrative Agent and signed by the Chief Accounting Officer of the Borrower. 

(j)    The Administrative Agent shall have received all documentation and other information required by regulatory
authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the USA PATRIOT Act, requested not less than five business days prior to the date hereof. 

(k)    The Borrower shall be in Pro Forma Compliance after giving effect to the Incremental Revolving Facility Commitment
requested and provided hereby on the 2019 Effective Date. 













  
 4 

 

 SECTION 4.    Representations and Warranties. The Borrower represents
and warrants to the 2019 Incremental Revolving Facility Lender and the Administrative Agent that as of the 2019 Effective Date: 

(a)     This Agreement has been duly authorized, executed and delivered by it, and this Agreement and the Credit
Agreement constitute its valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject
to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
 (b)     Each
of the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the 2019 Effective Date with the same effect as though made on and as of the 2019 Effective Date,
except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects as of such earlier date (other than the representations and
warranties contained in Section 3.18 of the Credit Agreement, which shall be true and correct in all material respects as of the 2019 Effective Date)); provided that any representation or warranty that is qualified as to
“materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects. 
 SECTION
5.    Effect of this Agreement. 
 (a)    This Agreement shall not by implication or
otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any
of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue
in full force and effect. 
 (b)    This Agreement and the Acknowledgment and Confirmation shall each constitute a
“Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. 
 SECTION
6.    General. 
 (a)     GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 

(b)     Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Agreement, including the reasonable fees, charges and disbursements of Simpson Thacher & Bartlett LLP, primary counsel
for the Administrative Agent and the 2019 Incremental Revolving Facility Lender. 
 (c)     Counterparts. This
Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed
signature page of this Agreement by email or facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart hereof. 

(d)    Headings. The headings of this Agreement are used for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 













  
 5 

 

 (e)    FATCA Grandfathered Status. Solely for purposes of determining
withholding Taxes under FATCA, from and after the 2019 Effective Date, the Borrower and the Administrative Agent shall treat (and the 2019 Incremental Revolving Facility Lender hereby authorizes the Administrative Agent to treat) the Incremental
Revolving Facility Commitment established hereby as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i). 

[remainder of page intentionally left blank] 












 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their respective duly authorized officers as of the day and year first above written. 
  

			
	 REALOGY GROUP LLC, as Borrower

		
	 By:
	 	/s/ Timothy B. Gustavson
		 	  

		 	 Name:  Timothy B. Gustavson

		 	 Title:   Senior Vice President

	
	REALOGY INTERMEDIATE HOLDINGS, LLC, as Holdings
		
	 By:
	 	/s/ Timothy B. Gustavson
		 	  

		 	 Name:  Timothy B. Gustavson

		 	 Title:   Senior Vice President



 Signature Page to 2019 Incremental Assumption Agreement 












 
			
	JPMORGAN CHASE BANK, N.A., as Administrative Agent
		
	 By:
	 	/s/ Brian Smolowitz
		 	  

		 	 Name:  Brian Smolowitz

		 	 Title:   Vice President



 Signature Page to 2019 Incremental Assumption Agreement 












 
			
	MUFG UNION BANK, N.A., as a 2019 Incremental Revolving Facility Lender
		
	 By:
	 	/s/ George Stoecklein
		 	  

		 	 Name:  George Stoecklein

		 	 Title:   Managing Director



 Signature Page to 2019 Incremental Assumption Agreement 

 












 Annex I 

ACKNOWLEDGMENT AND CONFIRMATION 

Reference is made to the 2019 INCREMENTAL ASSUMPTION AGREEMENT, dated as of March 27, 2019 (the “Agreement”;
capitalized terms used herein without definition shall have the meanings therein), with respect to the AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 5, 2013 (as amended, modified, restated and supplemented from time to time prior to
the effectiveness of the Agreement, the “Credit Agreement”), among Realogy Intermediate Holdings LLC (“Holdings”), Realogy Group LLC (the “Borrower”), the several lenders from time to time parties
thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and the other agents parties thereto. 

(a)    The Borrower is obtaining an Incremental Revolving Facility Commitment pursuant to the Agreement as set forth
therein. Each of the parties hereto hereby agrees, with respect to each Loan Document to which it is a party: 

(i)    all of its obligations, liabilities and indebtedness under such Loan Document shall remain in full
force and effect on a continuous basis regardless of the effectiveness of the Agreement; and 

(ii)    all of the Liens and security interests created and arising under such Loan Document remain in
full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, regardless of the
effectiveness of the Agreement, as collateral security for its obligations, liabilities and indebtedness under the Credit Agreement and related guarantees. 

(b)    This Acknowledgment and Confirmation shall constitute a “Loan Document” for all purposes of the Credit
Agreement and the other Loan Documents (as defined in the Credit Agreement). 
 (c)    THIS ACKNOWLEDGMENT AND
CONFIRMATION AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS ACKNOWLEDGMENT AND CONFIRMATION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 

(d)    This Acknowledgment and Confirmation may be executed by one or more of the parties to this Acknowledgment and
Confirmation on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Acknowledgment and Confirmation by email or
facsimile transmission (or other electronic transmission) shall be effective as delivery of a manually executed counterpart hereof. 












 IN WITNESS WHEREOF, each of the undersigned has caused this Acknowledgment and Confirmation
to be duly executed and delivered as of the date first written above. 
  

			
	 REALOGY GROUP, LLC

		
	 By:
	 	/s/ Timothy B. Gustavson
		 	  

		 	 Name:  Timothy B. Gustavson

		 	 Title:   Senior Vice President

	
	 REALOGY INTERMEDIATE HOLDINGS LLC

		
	 By:
	 	/s/ Timothy B. Gustavson
		 	  

		 	 Name:  Timothy B. Gustavson

		 	 Title:   Senior Vice President



 Signature Page to Acknowledgment and Confirmation 












 
			
	 SUBSIDIARY GUARANTORS:

	
	 CASTLE EDGE INSURANCE AGENCY, INC.

	 REALOGY OPERATIONS LLC

	 REALOGY SERVICES GROUP LLC

	 REALOGY SERVICES VENTURE PARTNER LLC

		
	 By:
	 	/s/ Timothy B. Gustavson
		 	  

		 	 Name:  Timothy B. Gustavson

		 	 Title:   Senior Vice President



 Signature Page to Acknowledgment and Confirmation 

 












 
			
	 CARTUS CORPORATION

		
	 By:
	 	/s/ Eric J. Barnes
		 	  

		 	 Name:  Eric J. Barnes

		 	 Title:   Chief Financial Officer



 Signature Page to Acknowledgment and Confirmation 

 












 
			
	 CASE TITLE COMPANY

	 CORNERSTONE TITLE COMPANY

	 EQUITY TITLE COMPANY

	 EQUITY TITLE MESSENGER SERVICE HOLDING LLC

	 GUARDIAN HOLDING COMPANY

	 LAKECREST TITLE, LLC 

	 LAND TITLE AND ESCROW, INC. 

	 SECURED LAND TRANSFERS LLC

	 TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC

	 TITLE RESOURCE GROUP HOLDINGS LLC

	 TITLE RESOURCE GROUP LLC

	 TITLE RESOURCE GROUP SETTLEMENT SERVICES, LLC

	 TRG MARYLAND HOLDINGS LLC

	 TRG SETTLEMENT SERVICES, LLP

	 TRG VENTURE PARTNER LLC

		
	 By:
	 	/s/ Sriram Someshwara
		 	  

		 	 Name:  Sriram Someshwara

		 	 Title:   Chief Financial Officer



 Signature Page to Acknowledgment and Confirmation 

 












 
			
	 BETTER HOMES AND GARDENS REAL ESTATE LICENSEE LLC

	 BETTER HOMES AND GARDENS REAL ESTATE LLC

	 CENTURY 21 REAL ESTATE LLC

	 CGRN, INC.

	 CLIMB FRANCHISE SYSTEMS LLC

	 COLDWELL BANKER LLC

	 COLDWELL BANKER REAL ESTATE LLC

	 CORCORAN GROUP LLC

	 ERA FRANCHISE SYSTEMS LLC

	 ONCOR INTERNATIONAL LLC

	 REALOGY FRANCHISE GROUP LLC

	 REALOGY GLOBAL SERVICES LLC

	 REALOGY LICENSING LLC

	 SOTHEBY’S INTERNATIONAL REALTY AFFILIATES LLC

	 SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC

	 ZAPLABS LLC

		
	 By:
	 	/s/ Roger Favano
		 	  

		 	 Name:  Roger Favano

		 	 Title:   Chief Financial Officer



 Signature Page to Acknowledgment and Confirmation 

 












 
 ALPHA REFERRAL NETWORK LLC 

BURGDORFF LLC 

BURNET REALTY LLC 

CAREER DEVELOPMENT CENTER, LLC 

CB COMMERCIAL NRT PENNSYLVANIA LLC 

CDRE TM LLC 

CLIMB REAL ESTATE, INC. 

CLIMB REAL ESTATE LLC 

COLDWELL BANKER COMMERCIAL PACIFIC PROPERTIES LLC 

COLDWELL BANKER PACIFIC PROPERTIES LLC 

COLDWELL BANKER REAL ESTATE SERVICES LLC 

COLDWELL BANKER RESIDENTIAL BROKERAGE COMPANY 

COLDWELL BANKER RESIDENTIAL BROKERAGE LLC 

COLDWELL BANKER RESIDENTIAL REAL ESTATE LLC 

COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK 

COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC. 

COLORADO COMMERCIAL, LLC 

ESTATELY, INC. 

HFS.COM CONNECTICUT REAL ESTATE LLC 

HFS.COM REAL ESTATE INCORPORATED 

HFS.COM REAL ESTATE LLC 

HFS LLC 

HOME REFERRAL NETWORK LLC 

JACK GAUGHEN LLC 

MARTHA TURNER PROPERTIES, L.P. 

MARTHA TURNER SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY LLC 

MTPGP, LLC 

NRT ARIZONA COMMERCIAL LLC 

NRT ARIZONA LLC 

NRT ARIZONA REFERRAL LLC 

NRT CALIFORNIA INCORPORATED 

NRT CAROLINAS LLC 

NRT CAROLINAS REFERRAL NETWORK LLC 

NRT COLORADO LLC 

NRT COLUMBUS LLC



 NRT COMMERCIAL LLC 

NRT DEVELOPMENT ADVISORS LLC 

NRT DEVONSHIRE LLC 

NRT DEVONSHIRE WEST LLC 

NRT FLORIDA LLC 

NRT HAWAII REFERRAL, LLC 

NRT LLC 

NRT MID-ATLANTIC LLC 

NRT MISSOURI LLC 

NRT MISSOURI REFERRAL NETWORK LLC 

NRT NEW ENGLAND LLC 

NRT NEW YORK LLC 

NRT NORTHFORK LLC 

NRT PHILADELPHIA LLC 

NRT PITTSBURGH LLC 

NRT PROPERTY CARE LLC 

NRT PROPERTY MANAGEMENT ARIZONA LLC 

NRT PROPERTY MANAGEMENT ATLANTA LLC 

NRT PROPERTY MANAGEMENT CALIFORNIA, INC. 

NRT PROPERTY MANAGEMENT COLORADO LLC 

NRT PROPERTY MANAGEMENT DC LLC 

NRT PROPERTY MANAGEMENT DELAWARE LLC 

NRT PROPERTY MANAGEMENT FLORIDA LLC 

NRT PROPERTY MANAGEMENT HAWAII LLC 

NRT PROPERTY MANAGEMENT ILLINOIS LLC 

NRT PROPERTY MANAGEMENT LOUISIANA LLC 

NRT PROPERTY MANAGEMENT MARYLAND LLC 

NRT PROPERTY MANAGEMENT MINNESOTA LLC 

NRT PROPERTY MANAGEMENT NEVADA LLC 

NRT PROPERTY MANAGEMENT NEW JERSEY LLC 

NRT PROPERTY MANAGEMENT NORTH CAROLINA LLC 

NRT PROPERTY MANAGEMENT OHIO LLC 

NRT PROPERTY MANAGEMENT OKLAHOMA LLC 

NRT PROPERTY MANAGEMENT PENNSYLVANIA LLC 

NRT PROPERTY MANAGEMENT SOUTH CAROLINA LLC 

NRT PROPERTY MANAGEMENT TENNESSEE LLC 

NRT PROPERTY MANAGEMENT TEXAS LLC 

NRT PROPERTY MANAGEMENT UTAH LLC 

(continued) 

 

  
 Signature Page to
Acknowledgment and Confirmation 
  












 
			
	 NRT PROPERTY MANAGEMENT VIRGINIA LLC

	 NRT QUEENS LLC

	 NRT REFERRAL NETWORK LLC

	 NRT RELOCATION LLC

	 NRT RENTAL MANAGEMENT SOLUTIONS LLC

	 NRT REOEXPERTS LLC

	 NRT SUNSHINE INC

	 NRT TEXAS LLC

	 NRT UTAH LLC

	 NRT VACATION RENTALS ARIZONA LLC

	 NRT VACATION RENTALS CALIFORNIA, INC.

	 NRT VACATION RENTALS DELAWARE LLC

	 NRT VACATION RENTALS FLORIDA LLC

	 NRT VACATION RENTALS MARYLAND LLC

	 NRT WEST, INC.

	 NRT ZIPREALTY LLC

	 ON COLLABORATIVE, INC. (CA)

	 ON COLLABORATIVE LLC (DE)

	 REAL ESTATE REFERRAL LLC

	 REAL ESTATE REFERRALS LLC

	 REAL ESTATE SERVICES LLC

	 REFERRAL ASSOCIATES OF NEW ENGLAND LLC

	 REFERRAL NETWORK LLC

	 REFERRAL NETWORK, LLC

	 REFERRAL NETWORK PLUS, INC.

	 SOTHEBY’S INTERNATIONAL REALTY GLOBAL DEVELOPMENT ADVISORS LLC

	 SOTHEBY’S INTERNATIONAL REALTY, INC.

	 SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY INC. (CA)

	 SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC (DE)

	 THE SUNSHINE GROUP, LTD.

		
	 By:
	 	/s/ Roger Favano
		 	  

		 	 Name:  Roger Favano

		 	 Title:   Chief Financial Officer



 Signature Page to Acknowledgment and Confirmation