Common use of Conversion Obligations Clause in Contracts

Conversion Obligations. Domus Holdings Corp., a Delaware corporation (the “Company”), has filed a Registration Statement on Form S-1 (File No. 333-181988) with the U.S. Securities and Exchange Commission (the “SEC”) initially filed on June 8, 2012, as amended on July 20, 2012, and as further amended on August 17, 2012 (as amended through the date of effectiveness, the “Registration Statement”) relating to a proposed primary initial public offering (the “IPO”) of shares of its common stock, par value $0.01 (together with any class of common stock into which it may be reclassified, converted or exchanged, the “Common Stock”). In connection with the IPO and in order to facilitate its successful completion, the undersigned holder of Convertible Notes (together with any person executing the joinder agreement attached as Annex A hereto, the “Noteholder”) agrees that on the closing date of the IPO (the “Closing Date”) and immediately upon the satisfaction or fulfillment of all conditions set forth in Section 2 of this Agreement, the Noteholder will exercise its conversion privilege with respect to all of the aggregate principal amount of Convertible Notes beneficially owned by the Noteholder as of the Closing Date, which shall include all of the Convertible Notes currently beneficially owned by the Noteholder and any Convertible Notes acquired by the Noteholder from the date of this Agreement through the Conversion Date (as defined below) (the “After-Acquired Notes”), into shares of Common Stock (the “Conversion” and, the date of the Conversion, the “Conversion Date”) in accordance with this Agreement and the indenture, dated as of January 5, 2011, by and among Realogy, the Company, the note guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, governing the Convertible Notes (the “Convertible Notes Indenture”).

Conversion Obligations. Domus Holdings Corp., a Delaware corporation (the “Company”), has filed a Registration Statement on Form S-1 (File No. 333-181988) with the U.S. Securities and Exchange Commission (the “SEC”) initially filed on June 8, 2012, as amended on July 20, 2012, and as further amended on August 17, 2012 (as amended through the date of effectiveness, the “Registration Statement”) relating to a proposed primary initial public offering (the “IPO”) of shares of its common stock, par value $0.01 (together with any class of common stock into which it may be reclassified, converted or exchanged, the “Common Stock”). In connection with the IPO and in order to facilitate its successful completion, the undersigned holder of Convertible Notes (together with any person executing the joinder agreement attached as Annex A hereto, the “Noteholder”) agrees that on the closing date of the IPO (the “Closing Date”) and immediately upon the satisfaction or fulfillment of all conditions the condition set forth in Section 2 of this Agreement, the Noteholder will exercise its conversion privilege with respect to all of the aggregate principal amount of Convertible Notes beneficially owned by the Noteholder as of the Closing Date, which shall include all of the Convertible Notes currently beneficially owned by the Noteholder and any Convertible Notes acquired by the Noteholder from the date of this Agreement through the Conversion Date (as defined below) (the “After-Acquired Notes”), into shares of Common Stock (the “Conversion” and, the date of the Conversion, the “Conversion Date”) in accordance with this Agreement and the indenture, dated as of January 5, 2011, by and among Realogy, the Company, the note guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, governing the Convertible Notes (the “Convertible Notes Indenture”).