American Home Shield 2013 Annual Report Download - page 231

day from the date of the Director’s acquisition of the Shares pursuant to this Agreement.
(e) Additional Requirements for Sale. Subject to Section 4, if neither the Company nor the CD&R Investors shall have exercised its rights
under this Section 8, then the Director may Transfer the Offered Shares to (but only to) the intended purchaser named in his notice to the Company
and the CD&R Investors at the Offer Price and on the Offer Terms; provided that:
(i) such Transfer must be consummated within 30 days following the expiration of the Second Refusal Period; and
(ii) the intended purchaser must first agree in writing in form and substance satisfactory to the Company to make and be bound
by the representations and warranties set forth in Section 3(b), Section 3(e) and Section 3(f) and to agree to and be bound by the covenants
and other restrictions set forth in this Agreement (including, but not limited to, Section 3(g), Section 4, Section 6, Section 7, Section 8,
Section 9 and Section 11) and such other covenants or restrictions as the Company shall reasonably request (it being understood that the
Director and any intended purchaser therefrom shall not have any of the benefits provided for in Section 5).
Any purported Transfer in violation of this Section 8 shall be void ab initio.
(f) Allocation by CD&R Investors. The Director acknowledges and agrees that the CD&R Investors may allocate and assign their rights
to purchase any or all of the Offered Shares within the Second Refusal Period, as among themselves and the other Investors, in such manner as they,
in their sole discretion, may agree from time to time.
Section 9. Holdback Agreements. If the Company files a registration statement under the Securities Act with respect to an underwritten public
offering of any shares of its capital stock, the Director shall not effect any public sale (including a sale under Rule 144 under the Securities Act or other similar
provision of applicable law) or distribution of any Common Stock, other than as part of such underwritten public offering, during the 20 days prior to and
the 180
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