Common use of Demand Clause in Contracts

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have the right to require Echo to effect the registration under the Securities Act of all or part of the Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo has been requested by Holders to register pursuant to this Section 2.1 and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any Holder.

Demand. i. Subject to the provisions of this Agreement and Section 2.1(g)(iv), in the LLC Agreement, at any time and from time event the Registration Statement filed pursuant to time during an Exercise Window, one Section 2.1(a) is either not effective or more Holders shall have the right to require Echo is otherwise not available to effect the registration under Investor’s intended method of distribution, the Securities Act of all or part Investors holding at least twenty-five percent (25%) of the then outstanding number of Registrable Securities held by such (the “Demanding Holders”) may make a written demand for registration of at least fifteen percent (15%) of the then outstanding number of Registrable Securities, including by means which written demand shall describe the amount and type of a shelf registration statement pursuant securities to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use be included in such registration and the intended method(s) of distribution thereof (any such demanded registration that is not an IPO Demandwritten demand, a “Demand Registration”). The Company shall, by delivering within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Investors of such demand, and each Investor who thereafter wishes to include all or a written request therefor to Echo that specifies the number portion of such Investor’s Registrable Securities held by in a registration pursuant to a Demand Registration (each such Holders to be registered and the intended method Investor that includes all or a portion of distribution thereof (such a requestInvestor’s Registrable Securities in such registration, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise NoticeRequesting Holder”) of shall so notify the Holder Demand to the Company and all other Holders. Such Holders shall have the optionCompany, in writing, within five (5) Business Days days after the receipt by the Investor of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder to the Company, such Requesting Holder shall be entitled to have their Registrable Securities included in a registration pursuant to a Demand Registration and the Company shall, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Exercise NoticeRegistration, to request, in writing, that Echo include in such file a Registration Statement for the registration any of all Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold requested by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demanding Holders and Requesting Holders pursuant to such Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, Registration and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become have such Registration Statement declared effective by the SEC as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect more than an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least aggregate of three (3) yearsregistrations pursuant to a Demand Registration under this Section 2.1(g)(i) with respect to any or all Registrable Securities; provided, at the end of the third year Echo however, that a Registration shall upon request refile not be counted for such purposes unless a new automatic shelf Form S-1 or any similar long-form registration statement covering the Registrable Securities. If that may be available at any such time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, (“Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration has become effective and all of the Registrable Securities which Echo has been requested by the Requesting Holders to register pursuant to this Section 2.1 and to use its reasonable best efforts to cause be registered on behalf of the Demand Registration Statement to be promptly (and Requesting Holders in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any Holderhave been sold.

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at At any time and after the six-month anniversary of the effective date of the registration statement for the Initial Public Offering of the Corporation’s equity securities, each of (i) the Holders of a majority of the Registrable Securities then held by the Institutional Holders (the “Requisite Institutional Holders”) (a “Requisite Investor Demand Right”), (ii) the Parent Investors, (iii) the Permira Investor (a “Permira Investor Demand Right”), or (iv) the Warburg Investor (a “Warburg Investor Demand Right”) may request from time to time during an Exercise Window, one or more Holders shall have the right to require Echo to effect the Corporation registration under the Securities Act of 1933, as amended (the “Securities Act”) of all or part any portion of their Registrable Securities, the Registrable Securities held by such Holdersaggregate offering price to the public of which is expected to exceed the lesser of (a) $50,000,000 and (b) the Initiating Holder’s (as defined below) remaining shares of Common Stock, on Form S-1 or any similar long-form registration (“Long-Form Registrations”) or, if available, on Form S-3 or any similar short-form registration (“Short-Form Registrations”), including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Shelf Registration”), by delivering a written request therefor to Echo that specifies ) and (if the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo Corporation is a WKSI at the time any Holder Demand such request is made submitted to Echo, and the Corporation or will become one by the time of the filing of such Holder Demand requests Shelf Registration) that Echo file such Shelf Registration be an automatic shelf registration statement (as defined in Rule 415 405 under the Securities Act) (an “automatic shelf Automatic Shelf Registration Statement”). All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations”. Each such request by the Holders requesting such registration statement(the “Initiating Holders”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those specify the approximate number of Registrable Securities which are requested to be registered orand the anticipated per share or per unit price range for such offering, if requestedany. Within ten (10) days after receipt of any such request, an unspecified amount the Corporation shall give written notice of such requested registration to all other holders of Registrable Securities. Echo Securities and, subject to Sections 1(c), 1(d), 1(f) and 1(i), shall use its reasonable best efforts include in such Long-Form Registration or Short-Form Registration all Registrable Securities with respect to remain a WKSI which the Corporation has received written requests for inclusion therein within ten (and not become an ineligible issuer (as defined in Rule 415 under 10) days after the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end receipt of the third year Echo Corporation’s notice. The Corporation shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at not be obligated to effect any time when Echo is required Long-Form Registration with respect to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo has been requested by Holders to register may be registered pursuant to this Section 2.1 and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any HolderShort-Form Registration.

Demand. Subject At any time commencing on the earlier of (i) 180 days following the first Underwritten Offering by the Company resulting in gross proceeds to the provisions Company of at least $75 million (the “IPO”) and (ii) the first anniversary of the date of this Agreement Agreement, upon the written request of a Demanding Holder that the Company effect an Underwritten Offering of Registrable Securities on a long-form Registration Statement (Form S-1 or any similar successor form) under the Securities Act and specifying the aggregate number of Registrable Securities to be registered and the LLC Agreementintended method of disposition thereof, at any time and from time the Company shall, subject to time during an Exercise WindowSection 6(b) hereof, one or more Holders shall have the right to require Echo use its reasonable best efforts to effect the registration under the Securities Act of all or part of the Registrable Securities held by which the Company has been so requested to register as soon as practicable; provided, however, that the Company shall not be obligated to effect a registration pursuant to this Section 2 unless the Registrable Securities requested to be included therein have an anticipated aggregate price to the public of at least $50 million. In addition, the Company shall not be obligated to effect, or to take any action to effect, any such Holders, including by means registration pursuant to this Section 2(a): (w) after the Company has effected one (1) such registration; (x) within 180 days following the last date on which a Registration Statement filed in respect of a shelf registration hereunder, if any, was effective; (y) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company Registration, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement pursuant to Rule 415 become effective; provided, that if the Company abandons such Company Registration, the Company shall promptly so notify any Demanding Holder that was unable to effect a registration under this Section 2 as a result of this clause (y); or (z) if the Securities Act if so requested and if Echo is then eligible Demanding Holder proposes to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number dispose of Registrable Securities held by such Holders that may be immediately registered on Form S-3 pursuant to be registered a request made under Section 3 hereof; and the intended method of distribution thereof (such a requestprovided, a “Holder Demand”). As promptly as practicablefurther, but that no later more than two (2) Business Days after registrations under this Section 2(a) and Section 3 may become effective during any 12 month period. Upon receipt of any request for registration pursuant to this Section 2 from a Holder DemandDemanding Holder, Echo the Company shall promptly give written notice (the “Demand Exercise Notice”) of the Holder Demand such request to the Company and all other Holders. Such Holders The Company shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such the requested registration any all Registrable Securities held requested to be included by such Holder Holders who shall make such request by written notice (which request shall specify specifying the maximum aggregate number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by included) to the unspecified HoldersCompany delivered within ten (10) days after their receipt of the Company’s notice. If Echo is not the Company shall receive a WKSI on request for inclusion in the date registration of the Registrable Securities of Holders other than the Demanding Holder Demandinitiating the registration, then it shall promptly so inform the Demanding Holder Demand shall specify that made the aggregate amount initial request for registration. Holders of a majority of the Registrable Securities to be registered. Echo shall provide included in such registration pursuant to this Section 2 may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by providing a Holder written notice to the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and Company revoking such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered orrequest and, if requestedapplicable, an unspecified amount request withdrawal of Registrable Securities. Echo any Registration Statement filed with the SEC and the Company shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which so withdraw such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the . A registration of the Registrable Securities which Echo has been requested by Holders to register pursuant to this Section 2.1 and 2(a) shall not be deemed to use its reasonable best efforts to cause the Demand have been effected unless a Registration Statement with respect thereto has become effective and the Registrable Securities registered thereunder for sale are sold thereunder or are not so sold solely by reason of an act or omission by any Demanding Holder whose Registrable Securities are included therein; provided, however, that if such registration does not become effective after the Company has filed it solely by reason of a Demanding Holder’s revocation of its registration request or refusal to proceed (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company), then such registration shall be deemed to have been effected unless the requesting Demanding Holder shall have elected to pay all Registration Expenses and any out-of-pocket expenses of any party required to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered borne by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any HolderCompany pursuant hereto.

Demand. Subject to At any point following the provisions of this Agreement and the LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have the right to require Echo to effect the registration under the Securities Act of all or part completion of the Registrable Securities held by such HoldersIPO, including by means upon receipt of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration written request (any such demanded registration that is not an IPO Demand, a “Demand RegistrationNotice”), by delivering ) from any Holder within a written request therefor to Echo Demand Registration Group that specifies the number Company file a Registration Statement covering the registration of Registrable Securities held by such Holders to be registered and Holder, the intended method of distribution thereof (such a requestCompany shall, a “Holder Demand”). As promptly as practicable, but no later than two (2) within 10 Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in (i) give written notice of such registration any Registrable Securities held by such Holder request (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statementRequest Notice”) on Form S-3to all Holders and, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested (ii) in addition to be registered orcomplying with its obligations under Section 2.02, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shalleffect, as expeditiously soon as reasonably possiblepracticable, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the number of Registrable Securities which Echo has been requested specified by the Holder in the Demand Notice, subject only to the limitations of Section 2.01(b) and the rights of the other Holders pursuant to register Section 2.02; provided, that the Company shall not be obligated to effect any such registration if the Company has, within the six month period preceding the date of such Demand Notice, already effected a registration pursuant to this Section 2.1 2.01(a) or Section 2.02 in which the Holder participated, other than a registration from which all or a portion of the Registrable Securities of the Holder were excluded pursuant to the provisions of Section 2.01(b) or Section 2.02(c); and provided further, that if the Company determines that the requested registration would be materially detrimental to use its reasonable best efforts the Company because such registration would (x) materially interfere with a significant acquisition, reorganization or other similar transaction involving the Company, (y) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (z) render the Company unable to cause comply with requirements under applicable securities laws, then the Company shall have the right to postpone such requested registration for a period of not more than 90 days after receipt of the Holder’s Demand Notice, provided that such right to postpone registration pursuant to this Section 2.01(a) shall not to be utilized more than once in any twelve-month period. The Company shall be obligated to effect only three such registrations pursuant to this Section 2.01(a) on behalf of each Demand Registration Statement to Group, one of which may be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the a “shelf” registration of Registrable Securities for distribution in accordance with the intended method Section 2.01(c). A registration shall be effected for purposes of distribution set forth in this Section 2.01(a) when and if a written request delivered Registration Statement is declared effective by the Majority Participating Holders or, in SEC and the case distribution of a Shelf Registration Statement, securities thereunder has been completed without the occurrence of any Holderstop order or proceeding relating thereto suspending the effectiveness of the registration.

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at At any time and or from time to time during an Exercise Windowtime, one a Holder or more Holders shall have holding a majority of Registrable Securities then outstanding may require the right Company to require Echo use its best efforts to effect the registration under the Securities Act of all or part of the their respective Registrable Securities held (subject to any limits that may be imposed by such Holders, including by means of a shelf registration statement the SEC pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”Act), by delivering a written request (a “Holder Demand”) therefor to Echo that specifies the Company specifying the number of shares of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”)thereof. As promptly as practicable, but no later than two (2) Business Days 10 days after receipt of a Holder Demand, Echo the Company shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other HoldersHolders of Registrable Securities. Such Holders shall have the option, within five (5) Business Days 10 days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo the Company include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on The Company shall as expeditiously as possible use its best efforts to effect the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Act of the Registrable Securities which are the Company has been so requested to register by the Initiating Holder and any other Holders which have made such written request (subject to any limits that may be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts imposed by the SEC pursuant to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo The Company shall use its reasonable best efforts (i) to refile effect as soon as practicable (but, in any event, within 45 days of the shelf registration statement on Form S-3 andreceipt of the Holder Demand or, if such form is not available, Form S-1, and keep such registration statement effective during in the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with event the SEC for reviews and has written comments to the registration statement, within 120 days of the Registrable Securities which Echo has been requested by Holders to register pursuant to this Section 2.1 and to use its reasonable best efforts to cause receipt of the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration StatementHolder Demand) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders orand (ii) if requested by the Majority Participating Holders, in obtain acceleration of the case effective date of a Shelf Registration Statement, any Holderthe registration statement relating to such registration.

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at At any time and or from time to time during an Exercise Windowtime, one a Holder or more Holders shall have holding Registrable Securities may require the right to require Echo Company to effect the registration under the Securities Act of all or part of the their respective Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”)Securities, by delivering a written request (a “Holder Demand”) therefor to Echo that specifies the Company specifying the number of shares of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”)thereof. As promptly as practicable, but no later than two (2) Business Days five days after receipt of a Holder Demand, Echo the Company shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days 30 days after the receipt of the Demand Exercise NoticeNotice (or, 15 days if, at the request of the Initiating Holder, the Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) to request, in writing, that Echo the Company include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand The Company shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possiblepossible (but in any event within 120 days of receipt of a Holder Demand), file a registration statement (the “Demand Registration Statement”) with the SEC for use its best efforts to effect the registration under the Securities Act of the Registrable Securities which Echo the Company has been so requested by Holders to register pursuant to this Section 2.1 by the Initiating Holder and to any other Holders which have made such written request. The Company shall (i) use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders, which may include, at the option of such Majority Participating Holders, a distribution of Registrable Securities to, and resale of such Registrable Securities by, the partners of such Holder or Holders or(a “Partner Distribution”), in and (ii) if requested by the case Majority Participating Holders, obtain acceleration of a Shelf Registration Statement, any Holderthe effective date of the registration statement relating to such registration.