American Home Shield 2013 Annual Report Download - page 229

(b) Conditions to Drag-Along. Upon delivery of a Drag-Along Notice, the Director shall have the obligation to sell and transfer to the
Third-Party Buyer at the Drag-Along Closing the percentage of the Director’s Shares equal to the percentage of the Common Stock owned by the
Investor(s) that are to be sold to the Third-Party Buyer (the “ Applicable Percentage”) on the same terms as the applicable Investor(s), but only if such
Investor(s) sells and transfers the Applicable Percentage of the Investor’s (Investors’) Common Stock to the Third-Party Buyer at the Drag-Along
Closing.
(c) Power of Attorney, Custodian, Etc. By entering into this Agreement and purchasing the Shares, the Director hereby appoints the
applicable Investor(s) and any Affiliates of such Investor(s) so designated by the Investor(s) the Director’s true and lawful attorney-in-fact and
custodian, with full power of substitution (the “ Custodian”), and authorizes the Custodian to take such actions as the Custodian may deem
necessary or appropriate to effect the sale and transfer of the Applicable Percentage of the Director’s Shares to the Third-Party Buyer, upon receipt of
the purchase price therefor at the Drag-Along Closing, free and clear of all security interests, liens, claims, encumbrances, charges, options,
restrictions on transfer, proxies and voting and other agreements of whatever nature, and to take such other action as may be necessary or appropriate
in connection with such sale or transfer, including consenting to any amendments, waivers, modifications or supplements to the terms of the sale
(provided that the applicable Investor also so consents, and, to the extent applicable, sells and transfers the Applicable Percentage of its Common
Stock on the same terms as so amended, waived, modified or supplemented) and instructs the Secretary of the Company (or other person holding
any certificates for the Shares) to deliver to the Custodian certificates representing the Applicable Percentage of the Director’s Shares, together with all
necessary duly-executed stock powers. If so requested by the applicable Investor(s) or the Company, the Director will confirm the preceding sentence
in writing in form and substance reasonably satisfactory to such Investor promptly upon receipt of a Drag-Along Notice (and in any event no later
than 10 days after receipt of the Drag-Along Notice). Promptly after the Drag-Along Closing, the Custodian shall give notice thereof to the Director
and shall remit to the Director the net proceeds of such sale (reduced by any amount required to be held in escrow pursuant to the terms of the
purchase and sale agreement and any other expenses).
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