**Exhibit 10.28**

 

 

 

**AMENDED AND RESTATED INVESTORSECURITYHOLDERS AGREEMENT**

**by and among**

**DOMUS HOLDINGS CORP.,**

**REALOGY CORPORATION,**

**PAULSON & CO. INC., and**

**the SECURITYHOLDERS that are parties hereto**

**DATED AS OF JANUARY 5, 2011**

 

 

 

AMENDED AND RESTATED INVESTOR SECURITYHOLDERS AGREEMENT, dated as of January 5, 2011(this “Agreement”), by and among Domus Holdings Corp., a Delaware corporation (the “Company”), Realogy Corporation, a Delaware corporation (“Realogy”), Paulson & Co. Inc., a Delawarecorporation, on behalf of the several investment funds and accounts managed by it (“Paulson”), and the Apollo Holders (as such term is hereinafter defined). 

WHEREAS, the Company, Realogy, Paulson and the Apollo Holders previously executed the Investor Securityholders Agreement, dated as of November 30, 2010, which is being amended and restated hereby;

WHEREAS, the Company owns, directly or indirectly, all of the outstanding equity interests of (i) Domus IntermediateHoldings Corp., a Delaware corporation (“Intermediate”), and (ii) Realogy; 

WHEREAS, Realogy haspreviously issued 10.50% Senior Notes due 2014, 11.00%/11.75% Senior Toggle Notes due 2014, and 12.375% Senior Subordinated Notes due 2015 (collectively, the “Existing Notes”); 

WHEREAS, the Company and Paulson will exchange a portion of the Existing Notes for 11.00% Series A Convertible Notes due 2018 (the“Series A Convertible Notes”), 11.00% Series B Convertible Notes due 2018 (the “Series B Convertible Notes”) and 11.00% Series C Convertible Notes due 2018 (the “Series C Convertible Notes” and,together with the Series A Convertible Notes and the Series B Convertible Notes, the “Convertible Notes”) convertible at any time at the option of the holders thereof, in whole or in part, into shares of Class A common stock ofthe Company, par value $0.01 per share, and Realogy will offer to exchange the Existing Notes held by the Existing Note holders for new 11.00% Senior Cash Notes due 2017, new 11.50% Senior Cash Notes due 2017, and new 12.875% Senior SubordinatedNotes due 2018 (collectively, the “Extended Maturity Notes” and together with the Convertible Notes, the “New Notes” ) (the foregoing transactions, collectively, the “Exchange Transactions”);

WHEREAS, RCIV Holdings (Luxembourg) s.à.r.l., a Luxembourg société à responsabilitélimitée (“RCIV Luxco”), a wholly owned subsidiary of RCIV Holdings, L.P, a Cayman Islands exempted limited partnership (“RCIV Cayman”), owns Existing Notes and will own Convertible Notes convertible into anequity interest in the Company upon consummation of the Exchange Transactions; 

WHEREAS, Apollo Investment Fund VI, LP, aDelaware limited partnership (“AIF VI”), Domus Investment Holdings, LLC, a Delaware limited liability company (“Domus Investment”) and Domus Co-Investment Holdings, LLC, a Delaware limited liability company(“Co-Investment Holdings”), each own capital stock of the Company; and 

WHEREAS, each of the Company, theApollo Holders and Paulson deem it to be in their respective best interests to enter into this Agreement to set forth their agreements with respect to certain matters concerning the Company. 

 
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NOW, THEREFORE, in consideration of the premises and of the mutual consents and obligationshereinafter set forth, intending to be legally bound, the parties hereto hereby agree as follows: 

Section 1.Definitions. 

As used in this Agreement: 

“Accelerated Issuance” has the meaning set forth in Section 3. 

“Acquisition Counterparty” has the meaning set forth in Section 3. 

“Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person. As used in thisdefinition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means possession, directly or indirectly, of the power to direct or cause thedirection of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person. 

“Agreement” has the meaning set forth in the preamble. 

“AIF VI” has the meaning set forth in the preamble. 

“Apollo Holders” means AIF VI, Domus Investment, RCIV Cayman, RCIV Luxco and Co-Investment Holdings, collectively witheach of their respective Affiliates (including, for avoidance of doubt, any syndication vehicles). 

“Avenue InvestorSecurityholders Agreement” means the amended and restated investor securityholders agreement dated as of the date hereof by and between Avenue Investments L.P., the Company, Realogy and the Apollo Holders. 

“Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in New York Cityare authorized or required by law to close. 

“Board” means the Board of Directors of the Company. Alldeterminations by the Board required pursuant to the terms of this Agreement shall be made in the good faith sole discretion of the Board and shall be binding and conclusive. 

“Bylaws” means the Company’s bylaws, as the same may be amended from time to time. 

“Charter” means the Company’s Certificate of Incorporation, as the same may be amended from time to time. 

“Class A Common Stock” means the Class A common stock of the Company, par value $.01 per share. 

 
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“Class B Common Stock” means the Class B common stock of theCompany, par value $.01 per share. 

“Closing Date” means the date of the closing of the ExchangeTransactions. 

“Co-Investment Holdings” has the meaning set forth in the recitals. 

“Common Stock” means the Class A Common Stock, and the Class B Common Stock, collectively, and any class of commonstock into which the Class A Common Stock or Class B Common Stock may be reclassified, converted or exchanged. 

“Company” has the meaning set forth in the preamble. 

“Company Offered Securities” has the meaning set forth in Section 3. 

“Convertible Notes” has the meaning set forth in the recitals. 

“Debt Preemptive Event” has the meaning set forth in Section 3. 

“Domus Investment” has the meaning set forth in the recitals. 

“Equity Preemptive Event” has the meaning set forth in Section 3. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

“Exchange Transactions” has the meaning set forth in the recitals. 

“Existing Notes” has the meaning set forth in the recitals. 

“Extended Maturity Notes” has the meaning set forth in the recitals. 

“Group” has the meaning ascribed to such term in Section 13(d)(3) of the Exchange Act. 

“HSR Act” means Hart-Scott-Rodino Act of 1976, as amended. 

“Intermediate” has the meaning set forth in the recitals. 

“IPO” means the initial public offering of shares of the Common Stock pursuant to an effective Registration Statementunder the Securities Act. 

“Liquidated Damages” has the meaning set forth in Section 4.3. 

“Lock-Up Period” has the meaning set forth in Section 4.2(c). 

“Losses” has the meaning set forth in Section 4.5(a). 

 
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“Management Investor Rights Agreement” means the management investor rightsagreement by and between the Company, AIF IV, Domus Investment and certain holders party thereto, as amended. 

“Maximum Suspension Period” has the meaning set forth in Section 4.3. 

“New Notes” has the meaning set forth in the recitals. 

“Participating Holders” has the meaning set forth in Section 4.4(a)(i). 

“Paulson” has the meaning set forth in the recitals. 

“Paulson Appointee” has the meaning set forth in Section 6. 

“Paulson Observer” has the meaning set forth in Section 6. 

“Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limitedliability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity or any department, agency or political subdivision thereof or any other entity. 

“Piggy-Back Notice” has the meaning set forth in Section 4.2(a). 

“Piggy-Back Registration Right” has the meaning set forth in Section 4.2(a). 

“Preemptive Event” has the meaning set forth in Section 3. 

“Preemptive Rights Offer” has the meaning set forth in Section 3. 

“Preemptive Rights Offer Notice” has the meaning set forth in Section 3. 

“Pro Rata Debt Ownership” shall be a fraction of the Company Offered Securities or, in the case of a Third Party DebtFinancing, a fraction of the aggregate principal amount of indebtedness to be incurred, determined by dividing (A) the aggregate principal amount of New Notes then owned by Paulson plus the aggregate principal amount of Convertible Notesconverted into Class A Common Stock by Paulson to the extent such Class A Common Stock is still held by Paulson by (B) $6.985 billion (which is the total outstanding indebtedness of the Company and Realogy on a consolidated basis asof November 30, 2010). 

“Proportionate Debt Percentage” shall mean a number (expressed asa percentage) equal to a fraction, the numerator of which is the aggregate principal amount of the debt proposed to be purchased by the holder of the Existing Notes or New Notes in connection with a debt financing to third parties and thedenominator of which is the aggregate principal amount of the Existing Notes or New Notes owned by such holder. 

“Proportionate Percentage” with respect to any holder of Convertible Notes (or shares of Class A Common Stockissued upon conversion of such Convertible Notes or a combination thereof), shall mean a number (expressed as a percentage) equal to a fraction, the numerator of 

 
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which is the total number of shares of Common Stock on an as-converted basis proposed to be transferred by such holder in a proposed Tag-Along Transaction and the denominator of which is thetotal number of shares of Common Stock on an as-converted basis owned by such holder. 

“Public Sale” meansany sale, occurring simultaneously with or after an IPO, of Common Stock to the public pursuant to an offering registered under the Securities Act or to the public in the manner described by the provisions of Rule 144 promulgated thereunder, otherthan an offering relating to employee incentive plans. 

“Qualified Public Offering” means (a) anUnderwritten Offering of shares of Class A Common Stock by the Company or any selling securityholders pursuant to an effective Registration Statement filed by the Company with the SEC (other than (i) a registration relating solely to anemployee benefit plan or employee stock plan, a dividend reinvestment plan, or a merger or a consolidation, (ii) a registration incidental to an issuance of securities under Rule 144A, (iii) a registration on Form S-4 or any successorform, or (iv) a registration on Form S-8 or any successor form) under the Securities Act, pursuant to which the aggregate offering price of the Class A Common Stock (by the Company and/or other selling securityholders) sold in suchoffering (together with the aggregate offering prices from any prior such offerings) is at least $200 million and (b) the listing of Company Class A Common Stock on the NASDAQ Global Select Market, the NASDAQ Global Market, the New YorkStock Exchange or any successor exchange to the foregoing. 

“RCIV Cayman” has the meaning set forth in therecitals. 

“RCIV Luxco” has the meaning set forth in the recitals. 

“Realogy” has the meaning set forth in the preamble. 

“Registrable Securities” shall mean (i) the shares of Class A Common Stock issued upon the conversion of theConvertible Notes, (ii) the shares of Class A Common Stock acquired in connection with the exercise of preemptive rights in accordance with Section 3, (iii) any and all shares of Common Stock issued or issuable with respect toRegistrable Securities by way of a stock dividend or a stock split; provided, that any Registrable Securities shall cease to be Registrable Securities when (A) a Registration Statement with respect to the sale of such Registrable Securities hasbeen declared effective under the Securities Act and such Registrable Securities have been disposed of pursuant to such Registration Statement, (B) such Registrable Securities have been disposed of in reliance upon Rule 144 (or any similarprovision then in force) under the Securities Act or (C) except for a transfer in accordance with Section 15(p), such Registrable Securities shall have been otherwise transferred to a third party; and provided, further, that any securitiesthat have ceased to be Registrable Securities shall not thereafter become Registrable Securities and any security that is issued or distributed in respect of securities that have ceased to be Registrable Securities is not a Registrable Security and(iv) any shares of Common Stock required to be registered by the Company on behalf of any other Person possessing registration rights pursuant to another agreement in which the Company had granted such rights. 

“Registration Request” has the meaning set forth in Section 4.1(a). 

 
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“Registration Statement” means any shelf registration statement or otherregistration statement filed with the SEC with respect to the Class A Common Stock. 

“SaleNotice” has the meaning set forth in Section 5(a). 

“SEC” means the Securities and ExchangeCommission. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulationspromulgated thereunder. 

“Securityholders Agreement” means the securityholders agreement by and between theCompany and the securityholders party thereto, as amended. 

“Series A Convertible Notes” has the meaning setforth in the recitals. 

“Series B Convertible Notes” has the meaning set forth in the recitals. 

“Series C Convertible Notes” has the meaning set forth in the recitals. 

“Subject Securities” means shares of Class A Common Stock, the Convertible Notes and any shares of Class ACommon Stock issuable upon conversion thereof. 

“Suspension Period” has the meaning set forth inSection 4.3. 

“Syndicated Third Party Bank Financing” means a Third Party Debt Financing involving loansprovided by a syndicate of banks, financial institutions and other institutional lenders. 

“Tag-Along Holder”has the meaning set forth in Section 5(b). 

“Tag-Along Notice” has the meaning set forth inSection 5(b). 

“Tag-Along Transaction” has the meaning set forth in Section 5(a). 

“Third Party Debt Financing” has the meaning set forth in Section 2. 

“Third Party Debt Financing Notice” has the meaning set forth in Section 2. 

“Third Party Debt Financing Offer” has the meaning set forth in Section 2. 

“Underwritten Offering” means a sale of shares of Class A Common Stock to an underwriter for reoffering to thepublic. 

“Underwritten Third Party Notes Offering” means a Third Party Debt Financing involving a public orbroadly marketed offering (as determined in good faith by the Board of Directors of the Company or a committee thereof) of debt securities. 

Section 2. Representations and Warranties. The Company hereby represents and warrants that the Company has not granted registration rights to any Person other than pursuant

 
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to (i) the Management Investor Rights Agreement, (ii) the Securityholders Agreement and (iii) the Avenue Investor Securityholders Agreement. 

Section 3. Preemptive Events. If any time prior to (but not including) a Qualified Public Offering, (i) the Company orRealogy proposes to issue or sell any equity securities (or securities convertible into, issuable upon exercise of or exchangeable for any such equity securities) (not including (1) securities issued pursuant to any equity compensation plans,(2) securities issued as a dividend or distribution on all shares of Common Stock or upon any stock split, recapitalization or other subdivision or combination of securities, (3) securities issued upon the exercise, conversion or exchangeof any options, warrants or convertible securities issued prior to the date hereof or for which Paulson has had the opportunity to subscribe for pursuant to its preemptive rights (and which shall include the Convertible Notes) and(4) securities issued (other than to an Apollo Holder) (Y) as consideration in an acquisition (whether by stock sale, merger, recapitalization, asset purchase or otherwise) or (Z) in connection with a joint venture or strategicalliance) or (ii) the Company or Realogy proposes to issue or sell debt to any Affiliate of Realogy or the Company (for the avoidance of doubt, such Affiliate of Realogy or the Company shall not include the Company, Realogy, Intermediate or anysubsidiary of Realogy) (collectively, “Company Offered Securities”), the Company shall give notice in writing (the “Preemptive Rights Offer Notice”) to Paulson of such proposed issuance or sale of equity (an“Equity Preemptive Event”) or debt (a “Debt Preemptive Event” and, together with an Equity Preemptive Event, a “Preemptive Event”). The Preemptive Rights Offer Notice shall describe the terms of theproposed transaction, identify the proposed purchaser(s), and contain an offer (the “Preemptive Rights Offer”) to sell Company Offered Securities to Paulson, at the same price, on the same terms and for the same consideration to bepaid by the proposed purchaser(s) as set forth in this Section 3. With respect to an Equity Preemptive Event, Paulson shall have the right to participate in the Preemptive Event up to its respective pro rata fully-diluted portion of its equityownership (which shall be a fraction of the Company Offered Securities determined by dividing (A) the number of shares of Common Stock then owned by Paulson on a fully-diluted basis assuming the conversion of all of its Convertible Notes by(B) the number of shares of Common Stock then outstanding (before giving effect to the Preemptive Event) on a fully-diluted basis assuming, among other things, the conversion of all Convertible Notes then outstanding. With respect to a DebtPreemptive Event, Paulson shall have the right to participate in the Preemptive Event up to its Pro Rata Debt Ownership. The Preemptive Rights Offer Notice shall be delivered at least fifteen (15) days prior to the relevant issuance or sale. IfPaulson fails to accept in writing the Preemptive Rights Offer by the tenth (10th) day after the Company’s delivery of the Preemptive Rights Offer Notice, Paulson shall have no further rights with respect to the Preemptive Event; provided,however, that if (i) any of the terms of the Preemptive Event, taken as a whole, materially change after the date of the Preemptive Rights Offer Notice or (ii) the issuance or sale of the Company Offered Securities pursuant to thePreemptive Event shall not have occurred within one hundred twenty (120) days after the delivery of the Preemptive Rights Offer Notice (subject to extension in the event of required regulatory approvals not having been obtained by such date butin any event no later than one hundred eighty (180) days after delivery of the Preemptive Rights Offer Notice), then, in each case, any additional issuance shall again be subject to this Section 3 and the Company shall be required to givea new Preemptive Rights Offer Notice within the time period described above and Paulson shall have 

 
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an additional ten (10) days to accept in writing the Preemptive Rights Offer. If Paulson accepts the Preemptive Rights Offer and such acceptance could require Paulson to complete a filingunder the HSR Act, Paulson may participate in the Preemptive Event until the earlier of the date that (i) is two business days following the date that Paulson has complied with the requirements of the HSR Act and received the necessaryapprovals or otherwise determined no filing under the HSR Act is required with respect to such participation and (ii) seventy five (75) days following the Company’s delivery of the Preemptive Rights Offer Notice, or such later date asmay be described in the Preemptive Rights Offer Notice. Notwithstanding any of the foregoing, following any Preemptive Rights Offer Notice relating to Company Offered Securities, the Company may immediately issue, prior to the expiration of the timeperiods above, the Company Offered Securities whenever it determines that it would be to the advantage of the Company for it to issue such Company Offered Securities (an “Accelerated Issuance”). To the extent that the Companyeffects an Accelerated Issuance and Paulson accepts in writing the Preemptive Rights Offer, the Company will issue to Paulson additional Company Offered Securities at the same price, on the same terms and for the same consideration paid by thepurchaser(s) in the Accelerated Issuance, such that the percentage of the Company Offered Securities issued to Paulson would equal the percentage of the Company Offered Securities Paulson would have otherwise received in the absence of anAccelerated Issuance in accordance with this Section 3. In addition, if at any time prior to a Qualified Public Offering, the Company or Realogy proposes to incur indebtedness (other than indebtedness (X) incurred in the ordinary course ofbusiness, (Y) incurred in favor of the seller, target, acquisition or merger counterparty or their Affiliates (each, an “Acquisition Counterparty”) or assumed from an Acquisition Counterparty as consideration in an acquisition(whether by stock sale, merger, recapitalization, asset purchase or otherwise) or (Z) incurred in connection with a joint venture or strategic alliance in favor of such joint venture or strategic alliance or joint venture partner or strategicpartner or their Affiliates) pursuant to a new debt financing with one or more third parties (a “Third Party Debt Financing”), then the Company shall use its commercially reasonable efforts to allow Paulson to participate, up to itsPro Rata Debt Ownership, at the same price, on the same terms and for the same consideration as other participants in the financing; provided however that if the Apollo Holders participate in such debt financing, then Paulson shall have the right toparticipate in the debt financing at the same price, on the same terms and for the same consideration as the Apollo Holders, provided that the Proportionate Debt Percentage of debt to be purchased by Paulson shall not exceed the Proportionate DebtPercentage of debt that the Apollo Holders elect to acquire in such debt financing. The Company shall deliver written notice (the “Third Party Debt Financing Notice”) to Paulson of such proposed Third Party Debt Financingelectronically via facsimile or electronic mail (i) in the case of an Underwritten Third Party Notes Offering, promptly upon the commencement of the marketing thereof, (ii) in the case of a Syndicated Third Party Bank Financing, promptlyafter the beginning of the marketing period for such Syndicated Third Party Bank Financing, and (iii) in the case of any other Third Party Debt Financing, at least ten (10) days prior to the relevant incurrence, issuance or sale. The ThirdParty Debt Financing Notice shall describe the anticipated terms (provided that the description of such terms may be limited to the information provided to other potential investors in the Third Party Debt Financing) of the proposed transaction,contain an offer (the “Third Party Debt Financing Offer”) to Paulson to participate in the Third Party Debt Financing at the same price, on the same terms and for the same consideration to be paid by other potential investors in theproposed Third Party Debt Financing or by the Apollo Holders if the Apollo Holders participate 

 
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in such proposed debt financing, and, in the case of an Underwritten Third Party Notes Offering or a Syndicated Third Party Bank Financing, indicate the anticipated length of the marketingperiod, and provide instructions, including any relevant contact information, on how to participate in the offering. If Paulson fails to accept the Third Party Debt Financing Offer, (i) in the case of an Underwritten Third Party Notes Offeringor a Syndicated Third Party Bank Financing, by (a) indicating their interest in participating in the Third Party Debt Financing in accordance with the instructions included in the Third Party Debt Financing Notice and (b) promptlynotifying the Company in writing electronically via facsimile or electronic mail, prior to the end of the marketing period for such transaction indicated on the Third Party Debt Financing Notice, or (ii) in the case of any other Third PartyDebt Financing, in writing electronically via facsimile or electronic mail to the Company by the tenth (10th) day after the Company’s delivery of the Third Party Debt Financing Notice, Paulson shall have no further rights with respect tothe Third Party Debt Financing; provided, however, that if the relevant incurrence, issuance or sale in a Third Party Debt Financing shall not have occurred within one hundred twenty (120) days after the delivery of the Third Party DebtFinancing Notice (subject to extension in the event of required regulatory approvals not having been obtained by such date but in any event no later than one hundred eighty (180) days after delivery of the Third Party Debt Financing Notice),then any additional incurrence, issuance or sale shall again be subject to this Section 3 and the Company shall be required to give a new Third Party Debt Financing Notice within the time periods described above and Paulson shall have anadditional ten (10) days to accept in writing the Third Party Debt Financing Notice. 

Section 4. RegistrationRights. 

4.1 Underwritten Demand Registration Rights. 

(a) Subject to the other provisions of this Section 4.1, at any time after the date that is thirty six(36) months after the Closing Date, Paulson may make no more than two (2) written requests (each, a “Registration Request”) to the Company for registration under and in accordance with the provisions of the Securities Actof all or part of its shares of Common Stock. The offering of the Registrable Securities pursuant to such Registration Request shall be in the form of an Underwritten Offering only. Notwithstanding anything to the contrary set forth in thisSection 4.1(a), the Company will not be required to effect a registration pursuant to this Section 4.1(a) unless the estimated gross proceeds from the sale of the Registrable Securities included in the Registration Request are at least $75million. 

(b) If prior to a Qualified Public Offering Paulson elects to exercise its demand rightspursuant to this Section 4.1 or the Company notifies Paulson of its intention to consummate a Qualified Public Offering, on its own behalf or in connection with an exercise by any Person possessing demand rights pursuant to another agreement inwhich the Company has granted demand rights, Paulson agrees that Paulson shall not sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose, any shares of Class A Common Stock (except, in eachcase, as part of the Qualified Public Offering, if permitted) during the period 

 
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beginning on the delivery or receipt of such notice and ending ninety (90) days (or, in either case, such greater period as may be requested by the lead managing underwriter orunderwriters, not to exceed one hundred eighty (180) days) after the effective date of the Registration Statement filed in connection with such Qualified Public Offering. Notwithstanding the foregoing, Paulson shall be entitled to transfer anyshares of Class A Common Stock (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to Affiliates of Paulson where such Affiliates agree tobe bound in writing by the restrictions set forth herein, (iii) with the prior written consent of the Company, (iv) to a nominee or custodian of a Person to whom a disposition or transfer would be permitted hereunder, provided that suchnominee or custodian agrees to be bound in writing by the restrictions set forth herein, (v) following the consummation of a Qualified Public Offering, in transactions relating to shares of Common Stock or other securities acquired in openmarket transactions, or (vi) to any wholly-owned subsidiary or any stockholders, partners, members or similar persons of Paulson, provided that such Person agrees to be bound in writing by the restrictions set forth herein; provided that, inthe case of this clause (i), (iv), (v) and (vi), such transfers do not give rise to a requirement to disclose in any public report or filing with the SEC and Paulson does not otherwise voluntarily effect any public filing or report regardingsuch transfers. 

(c) All Registration Requests made pursuant to this Section 4 will specify the aggregateamount of shares of Common Stock to be registered. The Company shall include in the Underwritten Offering pursuant to a Registration Request all Registrable Securities with respect to which the Company has received a written request from any otherPerson possessing such rights pursuant to another agreement in which the Company has granted demand rights for inclusion therein within fifteen days after receipt by the Company of such demand. Promptly upon receipt of any such Registration Request,the Company will use its reasonable best efforts to effect such registration under the Securities Act (including, without limitation, filing post-effective amendments, appropriate qualification under applicable blue sky or other state securitieslaws and appropriate compliance with the applicable regulations promulgated under the Securities Act) of the shares of Class A Common Stock which the Company has been so requested to register within 180 days after such request (or within 120days of such request in the case of a Registration Request after a Qualified Public Offering (subject to any lock-up restrictions)). 

(d) Registrations under this Section 4.1 shall be on such appropriate registration form of the SEC as shall be selected by the Company. 

(e) The Company shall use its reasonable best efforts to keep any Registration Statement filed in response to aRegistration Request effective for as long as is necessary for Paulson to dispose of the covered securities. 

(f) The Company shall select the underwriters, provided such selection is reasonably acceptable to Paulson. 

 
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4.2 Piggy-Back Registration Rights. 

(a) Participation. Subject to Section 4.2(b), if at any time the Company proposes to register any of itsshares of Common Stock under the Securities Act (other than a registration on Form S-4 or S-8 or any successor form to such Forms or any registration of securities as it relates to an offering and sale to management of the Company pursuant to anyemployee stock plan or other employee benefit plan arrangement or pursuant to a shelf registration statement), whether for its own account or for the account of one or more stockholders of the Company, and the registration form to be used may beused for any registration of Registrable Securities, then the Company shall give prompt written notice (the “Piggy-Back Notice”) to Paulson of its intention to effect such a registration and, subject to Section 4.2(b), shallinclude in such registration all Registrable Securities with respect to which the Company has received a written request from Paulson for inclusion therein within 15 days after the receipt of the Piggy-Back Notice. The Piggy-Back Notice shall offerPaulson the right, subject to Section 4.2(b) (the “Piggy-Back Registration Right”), to register such number of shares of Registrable Securities as Paulson may request and shall set forth (i) the anticipated filing date ofsuch Registration Statement and (ii) the number of shares of Class A Common Stock that is proposed to be included in such Registration Statement. 

(b) Underwriters’ Cutback. Notwithstanding the foregoing, if a registration pursuant to this Section 4 (including Section 4.1) involves an Underwritten Offering and the managingunderwriter or underwriters of such proposed Underwritten Offering advises the Company that the total or kind of securities which Paulson and any other persons or entities intend to include in such offering would be reasonably likely to adverselyaffect the price, timing or distribution of the securities offered in such offering, then the number of securities proposed to be included in such registration shall be allocated among the Company and all of the selling securityholders, such thatthe number of securities that each such Person shall be entitled to sell in the Underwritten Offering shall be included in the following order: 

(i) In the event of an exercise by Paulson of its demand rights or any other Person possessing such rights pursuant to another agreement in which the Company has granted demand rights: 

(1) first, the Registrable Securities held by the Person exercising a demand right pursuant to Section 4.1 orpursuant to any other agreement in which the Company has granted demand rights, pro rata based upon the number of Registrable Securities proposed to be included by each such Person in connection with such registration; 

(2) second, the Registrable Securities held by the Persons requesting their Registrable Securities to be included in suchregistration pursuant to the terms of Section 4.2(a) or pursuant to any other agreement in which the Company has granted piggy-back registration rights, pro rata based upon the number of Registrable Securities proposed to be included by eachsuch Person at the time of such registration; and 

(3) third, the securities to be issued and sold by theCompany in such registration. 

 
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(ii) In all other cases: 

(1) first, the securities to be issued and sold by the Company in such registration; and 

(2) second, the Registrable Securities held by the Persons requesting their Registrable Securities to be included in suchregistration pursuant to the terms of Section 4.2(a) or pursuant to any other agreement in which the Company has granted Piggy-Back registration rights, pro rata based upon the number of Registrable Securities proposed to be included by eachsuch Person at the time of such registration. 

Notwithstanding anything to the contrary set forth in this Section 4.2, if the managingunderwriter for an Underwritten Offering advises the Company that the inclusion of the number of shares of Common Stock proposed to be included in any registration by any particular Person would interfere with the successful marketing (includingpricing) of such shares to be offered thereby, then the number of such shares proposed to be included in such registration by such Person shall be reduced to the lower of the number of such shares that the managing underwriter advises that suchPerson may sell in the Underwritten Offering and the number of such shares calculated pursuant to the foregoing. If the number of Paulson’s shares of Common Stock included in a registration made pursuant to a Registration Request is reduced inaccordance with this Section 4.2(b) to less than two-thirds of the total shares of Common Stock originally proposed to be included by Paulson in such registration, Paulson shall not be deemed to have used a Registration Request underSection 4.1. 

(c) Lock-up. If the Company at any time shall register shares of Common Stock underthe Securities Act for sale to the public in an underwritten offering and if requested by the lead managing underwriter, Paulson agrees not to sell publicly, make any short sale of, grant any option for the purchase of, or otherwise dispose of, anycapital stock of the Company without the prior written consent of the lead managing underwriter, during a period of not more than ninety (90) days (or up to one hundred eighty (180) days if requested by the lead managing underwriter inconnection with a Qualified Public Offering) commencing on the effective date of the Registration Statement (the “Lock-Up Period”); provided, however, that if any holders of Registrable Securities shall be subject to a shorter period orreceives more advantageous terms relating to the Lock-Up Period, then the Lock-Up Period shall be such shorter period and also on such more advantageous terms and Paulson shall be released from its obligations under this clause to the extent anyother holder of Registrable Securities is released. Notwithstanding the foregoing, Paulson shall be entitled to transfer any shares of Class A Common Stock (i) as a bona fide gift or gifts, provided that the donee or donees thereof agreeto be bound in writing by the restrictions set forth herein, (ii) to Affiliates of Paulson where such Affiliates agree to be bound in writing by the restrictions set forth herein, (iii) with the prior written consent of the Company,(iv) to a nominee or custodian of a Person to whom a disposition or transfer would be permitted hereunder, provided that such nominee or custodian agrees to be bound in writing by the restrictions set forth herein, (v) following theconsummation of a Qualified Public Offering, in transactions relating to shares of Common Stock or other securities acquired in open market 

 
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transactions, or (vi) to any wholly-owned subsidiary or any stockholders, partners, members or similar persons of Paulson, provided that such Person agrees to be bound in writing by therestrictions set forth herein; provided that, in the case of this clause (i), (iv), (v) and (vi), such transfers do not give rise to a requirement to disclose in any public report or filing with the SEC and Paulson does not otherwisevoluntarily effect any public filing or report regarding such transfers. In addition, if requested by the lead managing underwriter, in connection with a public offering, Paulson shall enter into a customary lock-up agreement with the lead managingunderwriter. 

(d) Company Control. The Company may decline to file a Registration Statement after givingthe Piggy-Back Notice, or withdraw a Registration Statement after filing and after such Piggy-Back Notice, but prior to the effectiveness of the Registration Statement, provided that the Company shall promptly notify Paulson in writing of any suchaction and provided further that the Company shall bear all reasonable expenses incurred by Paulson or otherwise in connection with such withdrawn Registration Statement. Except as provided in Section 4.1(f), notwithstanding any other provisionherein, the Company shall have sole discretion to select any and all underwriters that may participate in any Underwritten Offering. 

(e) Participation in Underwritten Offerings. No Person may participate in any Underwritten Offering under this Section 4 unless such Person (i) agrees to sell such Person’ssecurities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements,lock-ups and other documents required for such underwriting arrangements. Nothing in this Section 4.2(e) shall be construed to create any additional rights regarding the Piggy-Back registration of Registrable Securities in any Person otherwisethan as set forth herein. 

(f) Expenses. The Company will pay all registration fees and other reasonableexpenses in connection with each registration of Registrable Securities requested pursuant to this Section 4, including reasonable fees and expenses of one counsel to the Participating Holders which shall not exceed $100,000; provided, thateach Participating Holder shall pay any remaining counsel fees and expenses and all applicable underwriting fees, discounts and similar charges (pro rata based on the securities sold). 

(g) Publicly Available Information. If the Company is not required to file reports under the Securities Act or theExchange Act, the Company will make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 under the Securities Act. 

4.3 Registration Statement Suspension. Following Paulson’s receipt of a resolution of the Board certified by the secretary of the Company stating that, in the good faith judgment of the Board,the filing, initial effectiveness or continued use of a Registration Statement would require the Company to make a public disclosure of material non-public information, which disclosure in the good faith judgment of the Board (A) would berequired to be made in any Registration Statement so that such Registration Statement would not be materially misleading, (B) would not be required to be made at such time but for the filing, effectiveness or continued

 
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use of such Registration Statement, and (C) would reasonably be expected to either (1) materially and adversely affect the Company or its business if made at such time or(2) unreasonably interfere with the Company’s ability to effect a planned or proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction, the Company may delay the filing or initial effectivenessof, or suspend use of, such Registration Statement; provided that the Company shall not be permitted to do so under this Section 4.3 for more than 90 days during any twelve-month period (the “Maximum Suspension Period”);provided, further, that the Company shall pay liquidated damages (“Liquidated Damages”), from and including each day in excess of the Maximum Suspension Period at a rate per annum equal to an additional 0.25% of theprincipal balance of the notional amount of Convertible Notes that were exchanged by Paulson for those Registrable Securities that are still held by Paulson and with respect to which Paulson has requested registration and increasing by an additional0.25% at the end of each subsequent 90 day period that such Registration Statement is suspended in excess of the Maximum Suspension Period, not to exceed 0.75%; provided that no Liquidated Damages shall accrue during any Suspension Period notin excess of the Maximum Suspension Period or if any Suspension Period is rescinded. Any amounts to be paid as Liquidated Damages shall be paid in cash semi-annually in arrears on the stated interest payment dates of the Convertible Notes. Anyperiod during which the Company has delayed the filing or initial effectiveness of, or suspended the use of, a Registration Statement pursuant to this Section 4.3 is herein called a “Suspension Period.” The Company shallprovide prompt written notice to Paulson of the commencement and termination of any Suspension Period but shall not be obligated under this Agreement to disclose the reasons therefor. Paulson shall keep the existence of each Suspension Periodconfidential and agrees to suspend, promptly upon receipt of the notice referred to above, the use of any prospectus relating to such registration in connection with any sale or offer to sell Registrable Securities. In addition, if the Companyreceives a Registration Request and the Company is then in the process of preparing to engage in a Public Sale, the Company shall inform Paulson of the Company’s intent to engage in a Public Sale and may require Paulson to withdraw suchRegistration Request for a period of up to 120 days so that the Company may complete its Public Sale, and such withdrawn Registration Request shall not count as one of Paulson’s two Registration Requests hereunder. In the event that the Companyceases to pursue such Public Sale, it shall promptly inform Paulson and Paulson shall be permitted to submit a new Registration Request. Notwithstanding the foregoing, if the public announcement of the material, nonpublic information that resultedin such delay or suspension is made during such Suspension Period, then such Suspension Period shall terminate without any further action of the parties and the Company shall promptly notify Paulson of such termination. To the extent that theCompany initiates one or more Suspension Periods hereunder in respect of any effective Registration Statement filed pursuant to this Agreement, the Company shall maintain the effectiveness of such Registration Statement for an additional number ofdays equal to the aggregate amount of days that the Company implemented such Suspension Period(s). Notwithstanding the foregoing, in the event of a postponement by the Company of the filing or effectiveness of a Registration Statement pursuant to aRegistration Request or in the event that a sale is not made under a Registration Statement pursuant to a Registration Request that has remained effective for at least 30 days, Paulson shall have the right to withdraw such Registration Request, andsuch Registration Request shall not count as one of Paulson’s two Registration Requests hereunder. The foregoing shall be without prejudice to any rights of Paulson pursuant to Section 5. 

 
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4.4 Registration Rights Procedures. 

(a) In connection with the Company’s obligations under Sections 4.1 and 4.2 to file a Registration Statement,the Company shall use its reasonable best efforts to cause such Registration Statement to become effective to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiouslyas reasonably practicable, and in connection therewith the Company shall: 

(i) prepare the requiredRegistration Statement including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing a Registration Statement or prospectus, or any amendments or supplements thereto, (x) furnish tothe underwriters, if any, and to the holders of Registrable Securities covered by the applicable Registration Statement (“Participating Holders”), copies of all documents prepared to be filed, which documents shall be subject to thereview of such underwriters and the Participating Holders and their respective counsel and make such changes to such documents as are reasonably requested by the Participating Holders and (y) except in the case of a registration underSection 4.2, not file any Registration Statement hereunder or prospectus or amendments or supplements thereto to which the underwriters, if any, or the Participating Holders shall reasonably object; 

(ii) prepare and file with the SEC such pre- and post-effective amendments to such Registration Statement and supplementsto the prospectus as may be (x) reasonably requested by any other Participating Holders (to the extent such request relates to information relating to such holder), or (z) necessary to keep such registration effective for the period oftime required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance with the intendedmethod or methods of disposition by the sellers thereof set forth in such Registration Statement; 

(iii) notifythe Participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by theCompany (a) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable prospectus or any amendment or supplement to such prospectus has been filed, (b) of any writtencomments by the SEC or any request by the SEC or any other federal or state governmental authority for amendments or supplements to such Registration Statement or such prospectus or for additional information, (c) of the issuance by the SEC ofany stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final prospectus or the initiation or threatening of anyproceedings for such purposes, (d) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in any material respect, and (e) of the receipt by the Company ofany notification with respect to the suspension of the qualification of the 

 
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Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; 

(iv) promptly notify the Participating Holders and the managing underwriter or underwriters, if any, when the Companybecomes aware of the happening of any event as a result of which the applicable Registration Statement or the prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state amaterial fact necessary to make the statements therein (in the case of such prospectus and any preliminary prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it shall be necessary duringsuch time period to amend or supplement such Registration Statement or prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish withoutcharge to the Participating Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or prospectus which shall correct such misstatement or omission or effect such compliance;

(v) use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other ordersuspending the use of any preliminary or final prospectus; 

(vi) promptly incorporate in a prospectussupplement or post-effective amendment such information as the managing underwriter or underwriters reasonably believes should be included therein relating to the plan of distribution with respect to such Registrable Securities, and make allrequired filings of such prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; 

(vii) furnish to each Participating Holder and each underwriter, if any, without charge, as many conformed copies as suchParticipating Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by referenceand all exhibits (including those incorporated by reference); 

(viii) deliver to each Participating Holder andeach underwriter, if any, without charge, as many copies of the applicable prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Participating Holder or underwriter may reasonably request (it beingunderstood that the Company consents to the use of such prospectus or any amendment or supplement thereto by such holder of Common Stock and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered bysuch prospectus or any amendment or supplement thereto) and such other documents as Paulson or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by Paulson or underwriter; 

 
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(ix) use its commercially reasonable efforts to register or qualify, orobtain exemption from registration or qualification for, all Registrable Securities by the time a Registration Statement is declared effective by the SEC under all applicable state securities or “blue sky” laws of such jurisdictions asPaulson, the holder of Registrable Securities or the managing underwriter or underwriter, if any, shall reasonably request in writing, keep each such registration or qualification or exemption effective and do any and all other acts and things thatmay be reasonably necessary or advisable to enable Paulson or the holder of Registrable Securities to consummate the disposition in each such jurisdiction of such Registrable Securities owned by Paulson or such holder; provided,however, that the Company shall not be required to (i) qualify generally to do business in any jurisdiction or to register as a broker or dealer in such jurisdiction where it would not otherwise be required to qualify but for thisSection 4.4(a)(ix) and except as may be required by the Securities Act, (ii) subject itself to taxation in any such jurisdiction, or (iii) submit to the general service of process in any such jurisdiction; 

(x) make such representations and warranties to the Participating Holders and the underwriters or agents, if any, in form,substance and scope as are customarily made by issuers in secondary underwritten public offerings; 

(xi) enterinto such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the registration anddisposition of such Registrable Securities; 

(xii) obtain for delivery to the Participating Holders and to theunderwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the effective date of the Registration Statement or, in the event of an Underwritten Offering, the date of the closing under the underwriting agreement,in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Participating Holders or underwriters, as the case may be, and their respective counsel; 

(xiii) in the case of an Underwritten Offering, obtain for delivery to the Company and the managing underwriter orunderwriters, with copies to the Participating Holders, a cold comfort letter from the Company’s independent certified public accountants in customary form and covering such matters of the type customarily covered by cold comfort letters as themanaging underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement; 

(xiv) cooperate with each Participating Holder and each underwriter, if any, participating in the disposition of suchRegistrable Securities and their respective counsel in connection with any filings required to be made with FINRA; 

 
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(xv) use its reasonable best efforts to comply with all applicablesecurities laws and make available to its securityholders party hereto, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgatedthereunder; 

(xvi) make available upon reasonable notice at reasonable times and for reasonable periods forinspection by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by any such underwriter, all pertinent financial and other records,pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available todiscuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility;provided that any such Person gaining access to information regarding the Company pursuant to this Section 4.4(a)(xvi) shall agree to hold in strict confidence and shall not make any disclosure or use any information regarding theCompany that the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (w) the release of such information is requested or required (by deposition, interrogatory, requests forinformation or documents by a governmental entity, subpoena or similar process), (x) such information is or becomes publicly known other than through a breach of this or any other agreement of which such Person has knowledge, (y) suchinformation is or becomes available to such Person on a non-confidential basis from a source other than the Company or (z) such information is independently developed by such Person; 

(xvii) in the case of an Underwritten Offering, cause the senior executive officers of the Company to participate in thecustomary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offeringcontemplated herein and customary selling efforts related thereto; 

(xviii) as of the effective date of anyRegistration Statement relating thereto, use its reasonable best efforts to cause all such Registrable Securities to be listed on the NASDAQ Global Select Market, the NASDAQ Global Market or the New York Stock Exchange; and 

(xix) as of the effective date of any Registration Statement relating thereto, provide a transfer agent and registrar forall such Registrable Securities. 

(b) The Company may require each Participating Holder to furnish to theCompany such information, documents and instruments from such Participating Holder as the Company may from time to time reasonably request, including, but not limited to, a 

 
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questionnaire, custody agreement, power of attorney, lock-up letters and underlying agreement. Each Participating Holder agrees to furnish such information to the Company and to cooperate withthe Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement. 

(c)Each Participating Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4.4(a)(iv), such Participating Holder will forthwith discontinue disposition of RegistrableSecurities pursuant to such Registration Statement until such Participating Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 4.4(a)(iv), or until such Participating Holder is advised inwriting by the Company that the use of the prospectus may be resumed, and if so directed by the Company, such Participating Holder shall deliver to the Company (at the Company’s expense) all copies of the prospectus covering such RegistrableSecurities, other than permanent file copies, then in such Participating Holder’s possession. In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintainedeffective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receivesthe copies of the supplemented or amended prospectus contemplated by Section 4.4(a)(iv) or is advised in writing by the Company that the use of the prospectus may be resumed. 

(d) Paulson shall not use any free writing prospectus (as defined in Rule 405) in connection with the sale of RegistrableSecurities without the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. 

4.5 Indemnification. 

(a) The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, Paulson and its officers, directors, employees, managers, members, partners and agents and each Person whocontrols (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) Paulson or such other indemnified Person from and against all losses, claims, damages, liabilities and expenses (including reasonableexpenses of investigation and reasonable attorneys’ fees and expenses including all reasonable expenses incurred in enforcing this indemnity) (collectively, the “Losses”) caused by, resulting from or relating to any untruestatement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus or preliminary prospectus (including any issuer free writing prospectus) or any amendment thereof or supplement thereto or any omission(or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as the same are caused by any informationfurnished in writing to the Company by Paulson expressly for use therein. In connection with an Underwritten Offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall also indemnify

 
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such underwriters, their officers, directors, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the ExchangeAct) such underwriters or such other indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of Paulson. Reimbursements payable pursuant to the indemnification contemplated by thissubsection (a) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred. 

(b) In connection with any proposed registration in which Paulson is participating pursuant to this Agreement, Paulson agrees to indemnify and hold harmless, to the fullest extent permitted by law, theCompany, its directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company or such other indemnified Person against all Lossescaused by, resulting from or relating to any untrue statement (or alleged untrue statement) of material fact contained in the Registration Statement, prospectus or preliminary prospectus (including any issuer free writing prospectus) or anyamendment thereof or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, butonly to the extent that such untrue statement or omission contained in any information or affidavit so furnished in writing by Paulson to the Company for inclusion in such Registration Statement, prospectus or preliminary prospectus and has not beencorrected in a subsequent writing prior to or concurrently with the sale of the securities to the Person asserting such loss, claim, damage, liability or expense. In no event shall the liability of Paulson hereunder be greater in amount than thedollar amount of the net cash proceeds actually received by Paulson upon the sale of the securities giving rise to such indemnification obligation. The Company and Paulson shall be entitled to receive indemnities from underwriters, selling brokers,dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by such Persons for inclusion in any prospectus or RegistrationStatement. 

(c) Any Person entitled to indemnification hereunder will (i) give prompt (but in any eventwithin 30 days after such Person has actual knowledge of the facts constituting the basis for indemnification) written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) permit suchindemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of itsobligations hereunder only to the extent, if at all, that the indemnifying party is actually prejudiced by reason of such delay or failure; provided, further, however, that any Person entitled to indemnification hereunder shall have the right toselect and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the indemnifying party has agreed in writing to pay such fees orexpenses, or (b) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonablysatisfactory to such Person or (c) in the reasonable judgment of any such Person, based upon advice of counsel, a conflict of interest 

 
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may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employseparate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifyingparty will not be subject to any liability for any settlement made without its consent (but such consent will not be unreasonably withheld). An indemnified party shall not be required to consent to any settlement involving the imposition ofequitable remedies or involving the imposition of any obligations or admissions on such indemnified party other than financial obligations for which such indemnified party will be indemnified hereunder. No indemnifying party will be required toconsent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim orlitigation. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respectto such claim in any one jurisdiction, unless the use of one counsel would be expected to give rise to a conflict of interest between such indemnified party and any other of such indemnified parties with respect to such claim, in which case theindemnifying party shall be obligated to pay the fees and expenses of each additional counsel. 

(d) If for anyreason the indemnification provided for in the preceding clauses 4.5(a) and 4.5(b) is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by the preceding clauses 4.5(a) and 4.5(b), then the indemnifying partyshall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the indemnified party and theindemnifying party, but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations, provided that Paulson shall not be required to contribute in an amount greater than thedollar amount of the net cash proceeds actually received by Paulson with respect to the sale of any securities under this Section 4. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the SecuritiesAct) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 

Section 5. Tag-Along Rights. 

(a) Prior to the consummation of a Qualified Public Offering, if the Apollo Holders desire to effect any sale or transfer of shares of Common Stock representing 5% or more of the outstanding shares ofCommon Stock on a fully diluted basis in a single transaction or series of related transactions for value to any third party that is not an Affiliate of the Apollo Holders, other than in a Public Sale (a “Tag-Along Transaction”), itshall give written notice to Paulson offering Paulson the option to participate in such Tag-Along Transaction (a “Sale Notice”). If Paulson’s participation in the Tag-Along Transaction could require Paulson to make a filingunder the HSR Act, the Sale Notice shall be delivered to Paulson at least seventy five (75) days prior to the date on which the Tag-Along Transaction is to be consummated; provided that 

 
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once Paulson has complied with the requirements of the HSR Act and received the necessary approvals or otherwise determined no filing under the HSR Act is required with respect to itsparticipation in the Tag-Along Transaction, the Apollo Holders may consummate the Tag-Along Transaction at any time thereafter. The Sale Notice shall set forth in reasonable detail the material terms and conditions of the proposed Tag-AlongTransaction and identify the contemplated transferee or Group. 

(b) Paulson may, by written notice to theApollo Holders (a “Tag-Along Notice”) delivered within ten (10) days after the delivery of the Sale Notice (Paulson delivering such timely notice being a “Tag-Along Holder”), elect to sell in such Tag-AlongTransaction all or a portion of the shares of Class A Common Stock held by Paulson or shares of Class A Common Stock issuable upon conversion of the Convertible Notes held by Paulson on the same terms and conditions as the Apollo Holders,provided that, without the consent of the Apollo Holders, the Proportionate Percentage of shares of Common Stock to be sold by any Tag-Along Holder will not exceed the Proportionate Percentage of shares of Common Stock that the Apollo Holderspropose to sell or transfer in the applicable Tag-Along Transaction; provided that, to the extent that any Tag-Along Holder needs to convert all or a portion of its Convertible Notes into shares of Class A Common Stock in order to participatein the applicable Tag-Along Transaction, the Apollo Holders shall structure the applicable Tag-Along Transaction to enable such conversion to occur on the closing date of such Tag-Along Transaction. 

(c) If Paulson does not deliver a timely Tag-Along Notice, then the Apollo Holders may thereafter consummate the Tag-AlongTransaction, at the same sale price and on the same other terms and conditions as are described in the Sale Notice (including, without limitation, the number of shares of Common Stock being sold), for a period of one hundred twenty (120) daysthereafter (subject to extension in the event of required regulatory approvals not having been obtained by such date but in any event no later than two hundred seventy (270) days after delivery of the Tag-Along Notice). In the event the ApolloHolders have not consummated the Tag-Along Transaction within such one hundred twenty (120) day period (subject to extension as provided above), the Apollo Holders shall not thereafter consummate a Tag-Along Transaction, without first providinga Sale Notice and an opportunity to Paulson to sell in the manner provided above. If Paulson gives the Apollo Holders a timely Tag-Along Notice, then the Apollo Holders shall use reasonable efforts to cause the prospective transferee or Group toagree to acquire all the shares of Class A Common Stock identified in all timely Tag-Along Notices, upon the same terms and conditions as are applicable to the shares of Common Stock held by the Apollo Holders. If such prospective transferee orGroup is unable or unwilling to acquire all the shares of Common Stock proposed to be included in the Tag-Along Transaction upon such terms, then the Apollo Holders may elect either to cancel such Tag-Along Transaction or to allocate the maximumnumber of shares that such prospective transferee or Group is willing to purchase among the Apollo Holders and the Tag-Along Holders in such proportions that the Apollo Holders’ and each such Tag-Along Holder’s Proportionate Percentagesare reduced on a pro rata basis to reflect the total number of shares of Common Stock to be sold. In connection with the Tag-Along Transaction, each party shall bear its own expenses. 

 
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(d) For purposes of this Section 5, any holder of shares of CommonStock who has a contractual right (other than, for the avoidance of doubt, pursuant to this Agreement) to participate in such Tag-Along Transaction or any other holder of Common Stock who is otherwise participating in such Tag-Along Transaction withthe consent of the Apollo Holders, shall be deemed to be a “Tag-Along Holder” under this Section 5 (provided that, for the avoidance of doubt, this Section 5 (d) is not intended to nor shall it grant any rights to any Personto participate in any Tag-Along Transaction that is not otherwise granted pursuant to Section 5 (a)-(c) above). 

Section 6. Board Composition. Subject to the satisfaction of applicable laws, rules and regulations, Paulson shall have theright to either (i) nominate one member of the Board (such appointed member, the “Paulson Appointee”) or (ii) designate one representative (the “Paulson Observer”) to attend all meetings of the Board as anon-voting observer; provided, however, that such rights to nominate the Paulson Appointee or designate the Paulson Observer shall not be assigned by Paulson to any other party (other than Affiliates of Paulson) and any purportedassignment shall be void ab initio and of no effect. Paulson’s right to nominate the Paulson Appointee and designate the Paulson Observer shall terminate once Paulson is no longer a party to this Agreement. Upon such termination, Paulson shallpromptly cause the Paulson Appointee to resign from the Board. The Company shall use its commercially reasonable efforts to maintain a directors and officer’s liability policy and shall indemnify and advance expenses to its directors andofficers, including the Paulson Appointee, with respect to all acts or omissions by them in their capacities as such to the fullest extent permitted by the law and shall enter into an indemnification agreement with the Paulson Appointee. 

Section 7. Dividends and Distributions. Prior to a Qualified Public Offering, the Company shall not, and shall causeIntermediate and Realogy not to, declare or pay any dividends or any other distributions on capital stock or redeem or repurchase any shares of capital stock without Paulson’s prior written consent; provided, however, that theCompany shall be permitted to declare or pay any dividends or any other distributions on capital stock or redeem or repurchase any shares of capital stock, without Paulson’s prior written consent, to the extent such declaration, payment,distribution, redemption or repurchase is permitted by Section 4.07(b)(1), (2), (4), (5), (6), (8), (12), (13), (15), (16), (17) and (19) of the indentures for such Existing Notes. 

Section 8. Related Party Transactions. Prior to a Qualified Public Offering, the Company shall not, and shall cause itsdirect and indirect subsidiaries not to, enter into any transaction or series of transactions with the Apollo Holders or any of their respective Affiliates if such transaction involves a consideration in excess of $10 million unless(A) Paulson gives its prior written consent or (B) such transaction is (i) contemplated by the Exchange Transactions, a Preemptive Event pursuant to which Paulson accepted and was provided with, or failed to accept the PreemptiveRights Offer, or pursuant to any agreements or arrangements entered into prior to the date hereof, (ii) expressly permitted by Section 4.11(b) (Transactions with Affiliates) of the indentures pursuant to which the New Notes are issued assupplemented, amended or otherwise modified from time to time, or (iii) not materially less favorable to the Company, Intermediate, 

 
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Realogy or any of their respective direct or indirect subsidiaries than those that could have been obtained in a comparable transaction with an unrelated person, as evidenced by a resolutionadopted in good faith by the majority of the Board approving such transaction and an officer’s certificate certifying that such transaction complies with clause (B)(iii) of this Section 8. 

Section 9. Amendment of Convertible Notes. Without the prior written consent of Paulson, the Company will not enter into anyamendment or supplement of the indenture that governs the Convertible Notes that would materially adversely affect Paulson for so long as Paulson holds at least 50% of the Convertible Notes it receives in the Exchange Offers. 

Section 10. Ownership of Subsidiaries. Without the prior written consent of Paulson, (i) the Company shall not permitits Subsidiaries to effectuate an initial public offering of common stock, (ii) the Company shall at all times own 100% of the capital stock of Intermediate and Intermediate shall at all times own, directly or indirectly 100% of the capitalstock of Realogy and (iii) the Company shall not engage in any business or activity other than owning shares of Intermediate and Intermediate shall not engage in any business or activity other than owning shares of Realogy. 

Section 11. HSR. To the extent necessary in order to enable Paulson from time to time to convert all of its then outstandingConvertible Notes into Class A Common Stock without filing a notification under the HSR Act at the time of the desired conversion, the Company will cooperate with and assist Paulson in completing an annual notification to comply with therequirements of the HSR Act. The Company shall provide Paulson with written notice at least seventy five (75) days prior to (i) a Change of Control (as such term is defined in the indentures pursuant to which the New Notes are issued), tothe extent such Change of Control occurs prior to a Qualified Public Offering, and (ii) a Qualified Public Offering; provided that such Change of Control or Qualified Public Offering, as applicable, may be consummated within such seventy five(75) day period if Paulson has complied with the requirements of the HSR Act and received the necessary approvals or otherwise determined no filing under the HSR Act is required following conversion of its then outstanding Convertible Notesinto Class A Common Stock. The Company shall also pay (a) any HSR Act filing fee incurred by Paulson under this Agreement and (b) all other fees and expenses (including reasonable attorneys’ fees of one counsel not to exceed$50,000 on an annual basis) incurred by Paulson in connection with such filings. 

Section 12. Notices. Allnotices, requests, consents and other communications hereunder shall be in writing and will be deemed to have been duly delivered: (i) upon personal delivery; (ii) three (3) days after being mailed by certified or registered mail,postage prepaid, return receipt requested; (iii) one (1) Business Day after being sent via a nationally recognized overnight courier service; or (iv) upon receipt of electronic or other confirmation of transmission if sent viafacsimile or electronic mail to the appropriate party at the address, facsimile number or email specified on Annex I hereto, or at such other addresses, facsimile numbers or email addresses as the parties may designate by written notice inaccordance with this Section 12. 

 
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Section 13. Amendment. This Agreement may be amended, modified, supplemented orwaived from time to time by an instrument in writing signed by the Company, Realogy, Paulson and each Apollo Holder. 

Section 14. Term; Termination. This Agreement shall only become effective on the Closing Date; provided that this Agreementshall automatically terminate if the Exchange Offers contemplated herein are terminated and abandoned. Unless earlier terminated by the mutual agreement of all the parties hereto, this Agreement shall terminate automatically upon the earlier of(i) the dissolution, liquidation or winding-up of the Company (unless the Company continues to exist after such dissolution, liquidation or winding-up as a limited liability company or in another form, whether incorporated in Delaware oranother jurisdiction), (ii) with respect to each Apollo Holder, the first date on which such Apollo Holder ceases to hold, directly or indirectly, any shares of Common Stock or Convertible Notes convertible into shares of Common Stock; and(iii) with respect to Paulson, the first date on which Paulson ceases to hold, directly or indirectly, Registrable Securities (assuming all of the then outstanding Convertible Notes held by Paulson have been converted into shares ofClass A Common Stock) representing at least 5% of the outstanding shares of Common Stock on a fully-diluted basis; provided that Paulson’s rights pursuant to Sections 3 (solely with respect to Equity Preemptive Events) and 5 shall surviveany termination of this Agreement until the earlier of (x) the first date on which Paulson ceases to own, directly or indirectly, Convertible Notes (or shares of Class A Common Stock issued upon conversion of such Convertible Notes or acombination thereof) representing at least $15 million aggregate principal amount of the Convertible Notes acquired by Paulson on the Closing Date and (y) the consummation of a Qualified Public Offering. 

Section 15. Miscellaneous Provisions. 

(a) THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVINGEFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATE OF DELAWARE WILL CONTROL THEINTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY. 

(b) The Company may, without the consent of Paulson, permit any holder that acquires in the Exchange Offers ConvertibleNotes convertible into shares of Class A Common Stock representing 10% or more of the outstanding shares of Common Stock on an “as converted” basis to become a party to this Agreement and to give such holder the same rights as Paulsonunder this Agreement. 

 
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(c) Whenever the context requires, the gender of all words used herein shallinclude the masculine, feminine and neuter, and the number of all words shall include the singular and plural. 

(d) Except as provided in Section 14, any party to this Agreement who disposes of all of his, her or its Common Stockand/or Convertible Notes in conformity with the terms of this Agreement shall cease to be a party to this Agreement and shall have no further rights hereunder other than rights to indemnification under Section 4, if applicable. 

(e) Each party to this Agreement acknowledges that a remedy at law for any breach or attempted breach of this Agreementwill be inadequate, agrees that each other party to this Agreement shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach and further agrees to waive (to the extent legallypermissible) any legal conditions required to be met for the obtaining of any such injunctive or other equitable relief (including posting any bond in order to obtain equitable relief). 

(f) This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain thesignatures of more than one party, but all such counterparts taken together will constitute one and the same agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. Exchangeand delivery of this Agreement by PDF via electronic mail or by exchange of facsimile copies bearing the facsimile signature of a party shall constitute a valid and binding execution and delivery of this Agreement by such party. Such PDF andfacsimile copies shall constitute legally enforceable original documents. 

(g) Whenever possible, eachprovision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rulein any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, and such invalid, illegal or otherwise unenforceable provisions shall be null and void as to such jurisdiction. It isthe intent of the parties, however, that any invalid, illegal or otherwise unenforceable provisions be automatically replaced by other provisions which are as similar as possible in terms to such invalid, illegal or otherwise unenforceableprovisions but are valid and enforceable to the fullest extent permitted by law. 

(h) Each party hereto shalldo and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and other documents as any other party hereto reasonably may request in order tocarry out the provisions of this Agreement and the consummation of the transactions contemplated hereby, in each case, subject to the provisions hereunder, including, without limitation, those set forth in Section 3 and Section 5.

 
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(i) The parties to this Agreement agree that jurisdiction and venue in anyaction brought by any party hereto pursuant to this Agreement shall exclusively and properly lie in the Delaware State Chancery Court located in Wilmington, Delaware, or (in the event that such court denies jurisdiction) any federal or state courtlocated in the State of Delaware. By execution and delivery of this Agreement each party hereto irrevocably submits to the jurisdiction of such courts for itself and in respect of its property with respect to such action. The parties heretoirrevocably agree that venue for such action would be proper in such court, and hereby waive any objection that such court is an improper or inconvenient forum for the resolution of such action. The parties further agree that the mailing bycertified or registered mail, return receipt requested to the address of such parties set forth on the signature pages hereto, of any process required by any such court shall constitute valid and lawful service of process against them, withoutnecessity for service by any other means provided by statute or rule of court. 

(j) No course of dealingbetween the Company, or its subsidiaries, and the other parties hereto (or any of them) or any delay in exercising any rights hereunder will operate as a waiver of any rights of any party to this Agreement. The failure of any party to enforce any ofthe provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. 

(k) BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVEDBY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVETHE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO ENFORCE OR DEFEND ANY RIGHT OR REMEDIES UNDER THIS AGREEMENT OR ANY DOCUMENTS ENTERED INTOIN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN. 

(l) This Agreement sets forth theentire agreement of the parties hereto as to the subject matter hereof and supersedes all previous agreements among all or some of the parties hereto, whether written, oral or otherwise, as to such subject matter. Unless otherwise provided herein,any consent required by any party hereto may be withheld by such party in its sole discretion. 

(m) Except asotherwise expressly provided herein, no Person not a party to this Agreement, as a third party beneficiary or otherwise, shall be entitled to enforce any rights or remedies under this Agreement. 

 
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(n) If, and as often as, there are any changes in the Common Stock and/orConvertible Notes, as applicable, by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in theprovisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Common Stock or Convertible Notes as so changed. 

(o) Without limiting anything in the Charter or the Bylaws, no director of the Company shall be personally liable to theCompany or any party hereto as a result of any acts or omissions taken under this Agreement in good faith. 

(p)Notwithstanding anything to the contrary contained herein, (i) each Apollo Holder may assign its rights or obligations, in whole or in part, under this Agreement to any member of the Apollo Holders, and such Person shall automatically becomeparty to this Agreement and this Agreement shall be amended and restated to provide that such Person or a designee of such Person shall have the same rights and obligations of the Apollo Holders and the Apollo Holders hereunder and (ii) Paulsonmay assign its rights under Section 4.2 and Section 4.5 to any third party transferee in connection with any transfer (other than pursuant to a public offering) of at least $10 million aggregate principal amount of its Subject Securities,provided that such third party transferee executes and delivers to the Company a joinder agreement in the form set forth in Exhibit A and becomes a party to this Agreement. 

* * * * * 

 
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This Agreement is executed by the parties hereto to be effective as of the Closing Date.

 
**REALOGY CORPORATION**By: 
/s/ Anthony E. Hull
Name: Anthony E. HullTitle: EVP, CFO & Treasurer**DOMUS HOLDINGS CORP.**By: 
/s/ Anthony E. Hull
 Name: Anthony E. Hull Title: EVP, CFO & Treasurer
 
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**DOMUS INVESTMENT HOLDINGS, LLC**By: 
Apollo Management VI, L.P.,

        its manager
By: 
AIF VI Management, LLC,

        its general partner
By: 
/s/ Laurie Medley
 Name:  Laurie Medley Title: Vice President**RCIV HOLDINGS, L.P. (CAYMAN)**By: 
Apollo Advisors VI (EH), L.P.,

its general partner
By: 
Apollo Advisors VI (EH-GP), Ltd.,

its general partner
By: 
/s/ Laurie Medley
 Name: Laurie Medley Title: Vice President**APOLLO INVESTMENT FUND VI, L.P.**By: 
Apollo Advisors VI, L.P.,

its general partner
By: 
Apollo Capital Management VI, LLC,

its general partner
By: 
/s/ Laurie Medley
 Name: Laurie Medley Title: Vice President
 
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**DOMUS CO-INVESTMENT HOLDINGS, LLC**By: 
Apollo Management VI, L.P.,

its managing member
By: 
AIF VI Management, LLC,

its general partner
By: 
/s/ Laurie Medley
 Name: Laurie Medley Title: Vice President
 
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**RCIV HOLDINGS (LUXEMBOURG), S.A.R.L.**By: 
/s/ Laurie Medley
Name: Laurie MedleyTitle: Class A Manager
 
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**PAULSON & CO. INC. (ON BEHALF OF THE SEVERAL INVESTMENT FUNDS AND ACCOUNTS MANAGED BY IT)**By: 
/s/ Stuart Merzer
Name: Stuart MerzerTitle: Authorized Signatory
 
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**ANNEX I**

**ADDRESSES FOR NOTICE**

DOMUS HOLDINGS CORP. 

DOMUS INVESTMENT HOLDINGS, LLC 

RCIV HOLDINGS,L.P. (CAYMAN) 

RCIV HOLDINGS (LUXEMBOURG) S.A.R.L. 

APOLLO INVESTMENT FUND VI, L.P. 

DOMUS CO-INVESTMENT HOLDINGS LLC 

c/o Apollo Management VI, L.P. 

9 West 57thStreet, 43rd Floor 

New York, NY 10019 

Attention: Marc Becker

Facsimile: 

Email:Becker@apollolp.com 

with a copy (which shall not constitute notice) to: 

Skadden, Arps, Slate, Meagher & Flom LLP 

Four Times Square 

New York, NY 10036 

Facsimile:(212) 735-2000 
Attention:  Stacy J. Kanter, Esq.    Thomas W. Greenberg, Esq.  
PAULSON & CO. INC. 

1251 Avenue of the Americas, 50th Floor 

New York, NY, 10020 

Attn: Mr. Alex Blades 

Telephone:(212) 956-2221 

Fax: (212) 351-5887 

with a copy (which shall not constitute notice) to: 

Kleinberg, Kaplan, Wolff & Cohen,P.C. 

551 Fifth Avenue 

New York, NY10176 

Facsimile: (212) 986-8866 
Attn:  Max Karpel, Esq.    Jonathan Ain, Esq.  
 
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**EXHIBIT A**

**JOINDER AGREEMENT**

This Joinder Agreement (“Joinder”) isexecuted pursuant to the terms of the Amended and Restated Investor Securityholders Agreement dated as of January 5, 2011, a copy of which is attached hereto (the “Investor Securityholders Agreement”), by the transferee(“Transferee”) executing this Joinder. By the execution of this Joinder, the Transferee agrees as follows: 

 
 1.Acknowledgement. Transferee acknowledges that Transferee is acquiring or receiving from Paulson $10 million or more in aggregate principal amount of certainConvertible Notes convertible at any time at the option of the holders thereof, in whole or in part, into shares of Class A Common Stock of Domus Holdings Corp. a Delaware corporation (the “Company”). Capitalized terms usedherein without definition are defined in the Investor Securityholders Agreement and are used herein with the same meanings set forth therein. 
 
 2.Agreement to be Bound. Transferee by delivering this Joinder agrees that it shall have only the registration rights referenced in Section 4.2 of theSecurityholders Agreement and agrees to become a party to the Securityholders Agreement. 
 
 3.Further Agreement. The Transferee further acknowledges and agrees that it shall not have any rights under the Securityholders Agreement other than piggy-backregistration rights and certain indemnification rights. 
 
 4.Effectiveness. This Joinder shall take effect and Transferee shall be bound by Sections 4.2 and 4.5 of the Investor Securityholders Agreement immediately uponthe execution hereof. 
 
 5.Law. THIS ADOPTION WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW ORCONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE INTERNAL LAW OF THE STATEOF DELAWARE WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS ADOPTION, EVEN IF UNDER SUCH JURISDICTION’S CHOICE OF LAW OR CONFLICT OF LAW ANALYSIS, THE SUBSTANTIVE LAW OF SOME OTHER JURISDICTION WOULD ORDINARILY APPLY.
 
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  Name of Transferee  Signature  Date
 
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