Common use of Demand Clause in Contracts

Demand. In the event that by the fifth (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company effect the registration under the Securities Act of all or part of the Registrable Securities, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration under the Securities Act, of the Registrable Securities which the Company has been so requested to register by the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 below.

Demand. In At any time during the event that by term of this Agreement, a Holder or Holders may request the fifth Company, in writing (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offeringa "Demand Registration Notice"), subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company effect the registration under the Securities Act of all or part such portion of the Registrable SecuritiesSecurities as such Holder or Holders shall specify; provided, that only one demand may be made pursuant to this Section 3(a) during any six month period; provided, further, that an aggregate of only three demands may be made pursuant to this Section 3(a), unless the Company is eligible to use Form S-3 (or any successor form) in which case the foregoing limitation shall not apply. Upon receipt of any such Demand Registration Notice, the Company shall cause promptly give written notice of such proposed registration to be filedall other Holders. Such Holders shall have the right, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject by giving written notice (the "Demand Participation Notice") to the reasonable cooperation of the Joint Stockholders, Company within 120 fifteen (15) days after the Company provides its notice, to elect to have included in such registration such number of their Registrable Securities as such Holders may request in such Demand is received from Participation Notice. A Holder or Holders may, at any time up to five (5) Business Days before the Joint Stockholdersfiling date of the applicable Registration Statement relating to the Demand Registration, request that his or its Registrable Securities not be included therein by providing a written notice to that effect to the Company. Upon receipt of a Demand Registration Notice, the registration Company shall use its commercially reasonable efforts to file, as expeditiously as possible, but in any event no later than forty-five (45) days after such Demand Registration Notice, a Registration Statement on Form S-3 (or any successor form), or any other form available to the Company under the Securities Act, of the covering all Registrable Securities which the Company has been so requested to register by (the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowRegistration").

Demand. In At any time and from time to time during the event that by the fifth term of this Agreement, Greenwich II may demand, in writing (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offeringa "Demand Registration Notice"), subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company effect the registration under the Securities Act of all or part of such Registrable Securities held by one or more of the Holders (and in the amounts specified by Greenwich II in the Demand Registration Notice) in the following manner: (i) only one demand may be made with respect to the Shares, (ii) only one demand may be made with respect to the Warrant Shares issuable upon exercise of the Initial Warrants and (iii) only one demand may be made with respect to the Warrant Shares issuable upon exercise of the Additional Warrants. In other words, Holders shall have a total of three demands exercisable by Greenwich II which shall be exercised as provided in the foregoing clauses (i)-(iii); however, any demand made under clauses (ii) and (iii) may include any Registrable Securities that might not have been covered by any previous "Demand Registration" (as hereinafter defined). The Company shall have no obligation to effect any Demand Registration unless the Demand Registration Notice covers Registrable Securities having a "Market Price" (as defined in the Warrants) of at least $500,000 in the aggregate. Greenwich II may, at any time up to five (5) Business Days before the filing date of the applicable Registration Statement relating to the Demand Registration, request that Registrable Securities of any Holder not be included therein by providing a written notice to that effect to the Company, which request shall be final and irrevocable. If Greenwich II shall give such notice with respect to all of the Registrable SecuritiesSecurities included in the Demand Registration Notice, the Demand Registration Notice shall be deemed not to have been made or count towards any demand rights hereunder provided that Greenwich II (or Holders) shall reimburse the Company for its out-of-pocket costs and expenses incurred in connection with the preparation and filing of the Registration Statement and provided that Greenwich II has not exercised such withdrawal right with respect to all Registrable Securities included in the Demand Registration Notice with respect to any previously proposed Demand Registration. Upon receipt of a Demand Registration Notice, the Company shall cause use its reasonable best efforts to be filedfile a Registration Statement on Form S-1 or, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject if then available to the reasonable cooperation of the Joint StockholdersCompany, within 120 days after the Demand is received from the Joint StockholdersForm S-2 or Form S-3 (or any successor forms), the registration or any other available form under the Securities Act, of the covering all Registrable Securities which the Company has been so requested to register by (the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 "Demand Registration"), as expeditiously as possible, but in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing event no later than: (i) sixty days in the number case of the securities of the Company that such holder proposes to include in such registration by a Registration Statement on Form S-1 or a Registration Statement on Form S-2 or S-3 which will be an Underwritten Offering, or (ii) forty-five (45) days in the total number case of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowRegistration Statement on Form S-2 or S-3 which is not an Underwritten Offering.

Demand. In At any time or from time to time beginning six months from the event that by the fifth (5th) anniversary ------ date of issuance of the Effective Date the Company has not yet completed an Initial Public OfferingSeries A Preferred Stock, subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a Holder or Holders holding a majority of Registrable Securities that then outstanding may require the Company to effect the registration under the Securities Act of all or part of the their respective Registrable Securities, by delivering a written request (a "Holder Demand") therefor to the Company specifying the number of shares of Registrable Securities to be registered and the intended method of distribution thereof. As promptly as practicable, but no later than 10 days after receipt of a Holder Demand, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to give written notice (the reasonable cooperation "Demand Exercise Notice") of the Joint StockholdersHolder Demand to all Holders of Registrable Securities. Such Holders shall have the option, within 120 20 days after the receipt of the Demand Exercise Notice (or, 10 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 received from required because of a planned filing date), to request, in writing, that the Joint Stockholders, 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). The Company shall as expeditiously as possible use its best efforts to effect the registration under the Securities Act, Act of the Registrable Securities which the Company has been so requested to register by the Joint StockholdersInitiating Holder and any other Holders which have made such written request. Whenever the The Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) use its best efforts to effect the number registration of Registrable Securities for distribution in accordance with the securities intended method of distribution set forth in a written request delivered by the Company that Majority Participating Holders, which may include, at the option of such holder proposes to include in Majority Participating Holders, a distribution to, and resale by, the partners of such registration by Holder or Holders (a "Partner Distribution"), and (ii) if requested by the total number Majority Participating Holders, obtain acceleration of securities proposed to be included in such the effective date of the registration by all holders other than the Joint Stockholders. Prior statement relating to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 below.

Demand. In Subject to the event that by provisions of this Agreement and the fifth (5th) anniversary ------ of LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have the Effective Date the Company has not yet completed an Initial Public Offering, subject right to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company require Echo to effect the registration under the Securities Act of all or part of the Registrable SecuritiesSecurities 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 cause 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 fileddisposed 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 shall take all commercially reasonable actions to effect, such Holder Demand requests that Echo file an automatic shelf registration statement (as soon as practicable and defined in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration 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 reevaluate 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 the Company Echo has been so 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 Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable SecuritiesMajority Participating Holders or, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and secondcase of a Shelf Registration Statement, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowany Holder.

Demand. In the event that by the fifth (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon Upon the written request (the "Demand") of Holders of a Majority of the holders of a majority of Registrable Securities Securities, requesting that the Company Duck Head effect the registration under the Securities Act of all or part of the Registrable SecuritiesSecurities in connection with an Underwritten Offering thereof, the Company shall cause to be filed, and shall take all commercially reasonable actions Duck Head will use its best efforts to effect, as soon expeditiously as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholderspossible, the registration under the Securities Act, Act of the Registrable Securities which the Company that Duck Head has been so requested to register by the Joint Stockholderssuch Holders. Whenever the Company Duck Head shall not be obligated to effect a more than two demand registrations pursuant to this Section 3 and Duck Head shall not be obligated to effect more than one demand registration pursuant to this Section 2.1 3 in connection with an underwritten Public Offering by any twelve-month period. Duck Head shall not be obligated to effect any registration under this Section 3 unless the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all aggregate fair market value of the Registrable Securities specified by the Joint Stockholders proposed for registration is at least $250,000. Upon receipt of any request for registration pursuant to this Section 3, Duck Head shall promptly give written notice of such request to all other Holders (if any). Duck Head shall include in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such requested registration by (ii) the total number of securities proposed all Registrable Securities requested to be included by such of the other Holders who shall make such request by written notice to Duck Head delivered within 10 Business Days of their receipt of Duck Head's notice. If Duck Head shall receive a request for inclusion in such the registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting of additional Holders, it shall promptly so inform the Holders who made the initial request for registration. Holders of a Majority of Securities in Registration may, at any time prior to the effective date of the Registration Statement relating to such Demand registration may withdraw such Demand registration, subject revoke such request by providing a written notice to Duck Head revoking such request. If so requested, Duck Head shall withdraw the provisions of Registration Statement, but such withdrawn registration shall nevertheless constitute one demand registration pursuant to this Section 2.1.4 below3.

Demand. In Each Holder shall have the event that by the fifth right to deliver one (5th1) anniversary ------ of the Effective Date written notice to the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon effect the written request registration (the a "DemandDEMAND REGISTRATION NOTICE") of all or such portion of the holders of a majority of Registrable Securities that consisting of Common Stock held by such Holder as such Holder shall specify and, from and after 90 days after the Company effect date of this Agreement, each Holder shall also have the registration under the Securities Act right to deliver one (1) Demand Registration Notice in respect of all or part such portion of the Registrable SecuritiesSecurities consisting of Preferred Stock held by such Holder as such Holder shall specify. Within five (5) Business Days after receipt of any such Demand Registration Notice, the Company shall cause give written notice of such proposed registration to be filedall other Holders. Such Holders shall have the right, and shall take all commercially reasonable actions by giving written notice (the "DEMAND PARTICIPATION NOTICE") to effectthe Company within fifteen (15) days after receipt of such notice from the Company, to elect to have included in such registration such number of shares of Registrable Securities consisting of Common Stock (if such Demand Registration Notice was in respect of Registrable Securities consisting of Common Stock) or Registrable Securities consisting of Preferred Stock (if such Demand Registration Notice was in respect of Registrable Securities consisting of Preferred Stock), as soon applicable, as practicable and such Holders may request in such Demand Participation Notice. A Holder or Holders may, at any event, subject time before the applicable Registration Statement relating to the reasonable cooperation of Demand Registration is declared effective by the Joint StockholdersSEC, within 120 days after request that such Holder's Registrable Securities not be included therein by providing a written notice to that effect to the Demand is received from Company. Notwithstanding the Joint Stockholdersforegoing, (i) if the registration under the Securities Actmanaging underwriter or underwriters, if any, of any such proposed Demand Registration advises the Company and the Holders that the total amount of Registrable Securities which the Company has been so requested to register by the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders Holders intended to be included in such registration would materially and Demand Registration (whether pursuant to a Demand Registration Notice, or a Demand Participation Notice, relating to such Demand Registration) is sufficiently large to adversely affect the underwritten Public Offeringsuccess of such proposed Demand Registration, then the Company shall include in such registration, amount of Registrable Securities to be offered for the extent accounts of the Holders delivering Demand Participation Notices shall be reduced pro rata, based upon the aggregate number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed intended to be included in such registration Demand Registration by all holders other than such Holders, to the Joint Stockholders. Prior extent necessary to reduce the total amount of Registrable Securities to be included in such registration being declared effective, proposed Demand Registration to the Joint Stockholders holding a majority amount such managing underwriter or underwriters reasonably and in good faith believe will not jeopardize the success of such Demand Registration before the Registrable Securities requesting such offered by the Holder delivering the Demand registration may withdraw such Registration Notice are so reduced and (ii) the Company shall not be obligated to comply with more than one (1) Demand registration, subject to Registration Notice received from the provisions of Section 2.1.4 belowHolders during any calendar quarter.

Demand. In At any time following the event that by the fifth (5th) anniversary ------ of the Effective Date Incorporation, each Holder holding Registrable Securities may require the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company effect the registration under the Securities Act of all or part of its Registrable Securities (a “Demand Registration”), by delivering a written request (a “Holder Demand”) therefor to the Company specifying the number of Registrable SecuritiesSecurities to be registered (which, for the sake of clarity, may be all Registrable Securities held or that may be held by the Holder) and the intended method of distribution thereof (which, if not set forth in such Holder Demand, shall be as set forth in Section 2.1(c)); provided that, each Holder shall have the right to deliver only one Holder Demand, it being understood that a Holder Demand shall not count as a Holder Demand and a registration requested pursuant to this Section 2.1 shall not be deemed a Demand Registration and the Company shall not be deemed to have satisfied its obligations hereunder (i) unless (x) the Holder Demand results in the relevant Demand Registration Statement being declared effective by the SEC, (y) the Demand Registration Statement remains effective until all Registrable Securities held by the Initiating Holder cease to be Registrable Securities or such longer period as required by Section 2.1(e), and (z) the Company has complied with all of its obligations under this section, or (ii) if after the Demand Registration Statement has become effective, (x) such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental authority or court, (y) the Demand Registration Statement is withdrawn for any reason other than upon the request of the Initiating Holder (in which case it shall not be deemed a Demand Registration if the Initiating Holder pays the Registration Expenses incurred by the Company in connection with such Demand Registration). For the sake of clarity, it is understood that any Holder may submit a Holder Demand at any time following the Incorporation and, in such case, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any eventis obligated, subject to the reasonable cooperation terms and conditions hereof, to file and maintain the effectiveness of the Joint Stockholders, within 120 days after the relevant Demand is received from the Joint Stockholders, the registration under the Securities Act, of the Registration Statement until all Registrable Securities which the Company has been so requested to register held by the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders Initiating Holding cease to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified or for such longer period as required by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 below2.1(e).

Demand. In Subject to the event terms hereof, URI agrees that by the fifth it will (5thi) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offering, subject file a registration statement with respect to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company effect the registration under the Securities Act of all or part of the Registrable Securities, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, Securities held by a Holder within 120 thirty days after the Demand Holders of not less than a majority in number of shares of Registrable Securities make a written request to URI requesting such registration and specifying the intended method of disposition of the Registrable Securities to be so registered under the Securities Act (any such request being referred to as a "Registration Request") and (ii) use its best efforts to effect such registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky or other state securities laws, and appropriate compliance with the Securities Act) as will permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request; provided that such Registration Request is received made at any time on or after the expiration of twelve (12) months from the Joint Stockholdersdate of this Agreement and on or prior to the third anniversary hereof (subject to any increase in time pursuant to Section 2(b) below), provided further that URI shall not be obligated to effect such registration unless such registration may be made pursuant to a registration statement on Form S-3 (or any substitute form the registration SEC may adopt) under the Securities Act, ; and provided further that URI shall not be obligated to effect such registration if all of the Registrable Securities which the Company has been so requested to register by the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offeringcan, then the Company shall include in within thirty days of such registrationRegistration Request, to the extent of the number and type of securities which the Company is so advised can be sold in (or during pursuant to Rule 144. The Company will use its best efforts to qualify for registration on Form S-3. Within ten days after receipt of such Registration Request, URI will give written notice of such Registration Request to all Holders of Registrable Securities, which notice shall offer such Holders the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes opportunity to include in such registration statement such amount of Registrable Securities as each such Holder may request, and URI will include in each such registration statement all Registrable Securities with respect to which it has received written requests for inclusion therein within ten business days following the date on which such notice is given. Subject to Section 3(e) and the last sentence of Section 5 hereof, URI shall not be required to file more than three registration statements and effect more than three registrations pursuant to this section (for purposes of determining whether a registration statement has been filed, a Take-Down pursuant to Section 3(c) shall count as a registration statement). For purposes of the foregoing sentence, a registration shall not be deemed to have been effected or a Take-Down made (i) unless and until such registration statement has been declared effective under the Securities Act and either (A) all Registrable Securities covered by such registration statement or Take-Down have actually been sold or distributed pursuant thereto or (iiB) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 below.period

Demand. In At any time after the event that by Exchange Warrants are issued to the fifth (5th) anniversary ------ Stockholders pursuant to the Sweetheart Stockholders' Agreement, AIP, on behalf of all of the Effective Date Stockholders, shall have the Company has not yet completed an Initial Public Offeringright to request in writing, subject specifying that such request is made pursuant to this Section 2.1.73(b), upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company effect a registration under the 1933 Act of the Exchange Warrants and the Underlying Stock and specifying the intended method of disposition thereof (which may include a continuous or delayed offering). Upon receipt of such written request, the Company will use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of all or part of the Registrable Securities, Exchange Warrants and the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration under the Securities Act, of the Registrable Securities Underlying Stock which the Company has been so requested to register by the Joint StockholdersStockholders (a "Demand Registration"). Whenever The Company shall be obligated to effect only two Demand Registrations pursuant to this Section 3(b); provided, however, that the Company shall effect not be required to file a registration Registration Statement or, in the case of an Underwritten Offering pursuant to Section 2.1 a Shelf Registration Statement, take any action in connection with a shelf draw-down within four months of the effectiveness of a prior Demand Registration Statement which is not a Shelf Registration or the filing of a final Prospectus in connection with an underwritten Public Offering by the Joint Stockholders offering pursuant to a Shelf Registration. Upon receipt of Registrable Securitiesany request for registration pursuant to this Section 3(b), if there are other holders of securities of Class C Common Stock, the Company who have "piggyback" registration rights may include all or a portion shall promptly give written notice of such securities in request to all such registration, offering or saleother holders. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the The Company shall include in the requested registration all securities requested to be included by such registration, of the other holders as shall make such request by written notice to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder delivered within fifteen Business Days after their receipt of the Company's securities other than notice. If the Joint StockholdersCompany shall receive a request for inclusion in the registration of Registrable Securities of additional holders, the fraction it shall promptly so inform AIP on behalf of each holder's securities proposed to be registered which is obtained by dividing (i) the number all of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 below.

Demand. In If at any time after the event that by the fifth (5th) anniversary ------ of the Effective S-1 Demand Trigger Date the Company has not yet completed an Initial Public Offeringreceives a request from the Initiating Holders that the Company file a Form S-1 registration statement with respect to (i) Registrable Securities then outstanding if the anticipated aggregate offering price, subject to Section 2.1.7net of Selling Expenses, upon the written request would exceed $30 million (the "“S-1 Minimum Proceeds Demand"”) or (ii) Registrable Securities then outstanding that constitute Affiliate Registrable Securities (an “S-1 Affiliate Demand”), then the Company shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders of Registrable Securities covered in the Demand Notice (other than the Initiating Holders); and (y) as soon as practicable, and in any event within sixty (60) days after the date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act (which, in the case of an S-1 Affiliate Demand, will include customary plan of distribution disclosure for resale “shelf” registration statements (which, for the avoidance of doubt, shall include an intended method(s) of distribution as may be requested by an Affiliated Initiating Holder in the holders of a majority of S-1 Affiliate Demand)) covering all Registrable Securities that the Company effect the registration under the Securities Act of all or part of the Registrable Securities, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration under the Securities Act, of the Registrable Securities which the Company has been so Initiating Holders requested to register by the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed and any additional Registrable Securities requested to be included in such registration by all holders any other than Holders, as specified by notice given by each such Holder to the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority Company within twenty (20) days of the Registrable Securities requesting such date the Demand registration may withdraw such Demand registrationNotice is given, and in each case, subject to the provisions limitations of Sections 2.1(c) and 2.3; provided, however, that this right to request the filing of a Form S-1 registration statement shall in no event be made available to any Holder that is a Foreign Person (it being understood that xxxxx.xxx Investments 1 and its Affiliates and Apeiron Investment Group Ltd. are not Foreign Persons for purposes of this Subsection 2.1(a)); and provided further that the Company may elect instead to file a Form S-3 registration statement under the Securities Act covering the Registrable Securities or Affiliate Registrable Securities if the Company is then eligible to use such form. With respect to a resale registration statement effected pursuant to an S-1 Affiliate Demand, upon the request by an Affiliated Initiating Holder to file a prospectus supplement for purposes of executing a resale transaction contemplated by the plan of distribution contained in such resale registration statement, the Company shall, subject to Subsection 2.1(c) and Section 2.1.4 below2.5, prepare and file such prospectus supplement as soon as reasonably practicable to facilitate such resale transaction.”

Demand. In Subject to the event that by provisions of this Agreement and the fifth (5th) anniversary ------ of LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have the Effective Date the Company has not yet completed an Initial Public Offering, subject right to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company require Echo to effect the registration under the Securities Act of all or part of the Registrable SecuritiesSecurities held by such Holders, including by means of Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. 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 cause 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 fileddisposed 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 shall take all commercially reasonable actions to effect, such Holder Demand requests that Echo file an automatic shelf registration statement (as soon as practicable and defined in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration 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 the Company Echo has been so 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 Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable SecuritiesMajority Participating Holders or, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and secondcase of a Shelf Registration Statement, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowany Holder.

Demand. In the event that by the fifth (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon Upon the written request (the "Demand") of the holders Securityholder or a Holder or Holders of a majority of the then outstanding Registrable Securities (on a Common Stock equivalent basis) requesting that the Company effect the registration under the Securities Act of all Registrable Securities and specifying the intended method or part methods of the Registrable Securitiesdisposition thereof (which may include a continuous or delayed offering), the Company shall cause to be filed, and shall take all commercially reasonable actions will use its best efforts to effect, as soon expeditiously as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholderspossible, the registration under the Securities Act, Act of the Registrable Securities which the Company has been so requested to register by the Joint Stockholders. Whenever Securityholder or such Holder or Holders of Registrable Securities; provided, however, that, except as provided below, the Company shall not be obligated to (1) effect more than an aggregate of two (2) demand registrations pursuant to this Section 3; or (2) effect a demand registration unless either (I) the Registrable Securities for which the demand is made constitute at least one-half of the then outstanding Registrable Securities (on a Common Stock equivalent basis) or (II) the demand is made with respect to all of the Registrable Securities then beneficially owned by the Securityholder or the demanding Holder or Holders, provided such Registrable Securities constitute at least 10% of the Registrable Securities initially issued by the Company (on a Common Stock equivalent basis); and provided further that no Holder (including the Securityholder) shall deliver a request for a demand registration for a period of four (4) months following the last date on which a Registration Statement filed in respect of the previous demand registration, if any, was declared by the SEC to be effective. The number, percentage or kind of shares in clause (2) above shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger, consolidation, exchange, distribution or similar transaction with respect to the shares of Common Stock. Notwithstanding the foregoing, the Securityholder or a Holder or Holders of a majority of the then outstanding Registrable Securities (on a Common Stock equivalent basis) shall be entitled to unlimited additional demand registrations if such additional demand registrations would be eligible for registration on Form S-3 (after the Company qualifies for Form S-3, provided that in the case of any individual such demand registration the aggregate gross proceeds from such S-3 demand registration would exceed $500,000, if all registered shares thereunder were sold); provided, however, that there shall be no more than two (2) such registrations in any twelve (12) month period. Upon receipt of any request for registration pursuant to this Section 2.1 in connection with an underwritten Public Offering by 3 from the Joint Stockholders Securityholder or any Holder or Holders of Registrable Securities, holders the Company shall promptly (but in any event within 20 days) give written notice of securities such request to all other Holders. The Company shall include in the requested registration all Registrable Securities requested to be included by such of the other Holders who shall make such request by written notice to the Company who have "piggyback" registration rights may include all or a portion delivered within 30 days of such securities in such registration, offering or saletheir receipt of the Company's notice. If the Company shall receive a request for inclusion in the registration of the Registrable Securities of additional Holders, it shall promptly so inform in writing the Person or Persons who made the initial request for registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of any the proposed public offering advises the Holder or Holders intending to participate in such Public Offering shall inform the Company by letter of its belief proposed public offering in writing that the number total amount or type kind of securities which such Holder or Holders intends to include in such proposed public offering is sufficiently large to materially adversely affect the success of the Company requested by holders proposed public offering, then the amount or kind of securities to be offered for the accounts of all Holders whose securities are included in such Registration Statement shall be reduced (on a pro rata basis in the case of more than one such Holder) to the Company other than extent necessary to reduce the Joint Stockholders total amount or kind of securities to be included in such registration would materially and adversely affect proposed public offering to the underwritten Public Offering, then the amount or kind recommended by such managing underwriter or underwriters. The Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's not register any securities other than Registrable Securities in any demand registration effected pursuant to this Section 3(a), except pursuant to Section 3(c) or with the Joint Stockholdersprior written consent of the Securityholder (if it is participating in such offering) or, if the Securityholder is not participating in such offering, the fraction Holders of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities (on a Common Stock equivalent basis) being sold pursuant to such offering. A Holder (including the Securityholder) or Holders requesting a registration pursuant to this Section 3 may, at any time prior to the effective date of the Registration Statement relating to such Demand registration may withdraw such Demand registration, subject revoke such request by providing a written notice to the provisions Company revoking such request. The Company shall be required to pay all Registration Expenses with respect to the first demand for registration to be revoked. If a Holder (including the Securityholder) or Holders thereafter shall revoke any demand for registration, such Holder (including the Securityholder) or Holders, at their option, shall either pay all out-of-pocket Registration Expenses with respect to such revoked demand or count such revoked demand as one of the demands for registration to which Holders are entitled pursuant to this Section 2.1.4 below3.

Demand. In At any time and from time to time after the event that first ------ anniversary of the consummation by the fifth (5th) anniversary ------ Company of the Effective Date the Company has not yet completed an Initial Public Offeringinitial public offering of shares of Common Stock, subject to Section 2.1.7, upon the written request AccuStaff (the "DemandInitiating Holder") of the holders of a majority of Registrable Securities that may, upon written ----------------- request, require the Company to effect the registration under the Securities Act of all or part of the Registrable SecuritiesSecurities held by such Initiating Holder; provided, however, that the Initiating Holder may not effect a registration of -------- ------- the Registrable Securities under this Section 2.1 on more than one occasion. Notwithstanding the foregoing, the Company shall cause not be required to honor a request made pursuant to this Section 2.1 unless the number of Shares to be filedoffered for sale by the Initiating Holder (together with the number of Shares to be offered for sale by other holders of Registrable Securities whom the Initiating Holder has notified the Company intend to piggyback on such request in accordance with Section 2.2 hereof) pursuant to such request shall have a market value on the date of such request of greater than $10,000,000. The Company will (and in any event within 10 business days) promptly give written notice of such requested registration to all other holders of Common Stock, who are entitled to include shares of Common Stock in such registration, and shall take all commercially reasonable actions thereupon the Company will use its best efforts to effect, as soon as practicable and in any event, subject to at the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholdersearliest possible date, the effective registration under the Securities Act, including, without limitation, by means of a shelf registration on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities Act if so requested in such request (but only if the Company is then eligible to use such a shelf registration and Form S-3 (or such successor form) is available to the Company), of (i) the Registrable Securities which that the Company has been so requested to register by the Joint Stockholders. Whenever Initiating Holder, and (ii) all other shares of Common Stock that the Company shall effect a registration pursuant wishes to Section 2.1 in connection with an underwritten Public Offering register or has been requested to register by the Joint Stockholders of Registrable Securities, holders of securities of thereof (such holders together with the Initiating Holders hereinafter are referred to as the "Selling Holders") by written request --------------- given to the Company who have "piggyback" registration rights may include all or a portion within 30 days after the giving of such securities in such registrationwritten notice by the Company, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, all to the extent requisite to permit the disposition of the number and type shares of securities which the Company is Common Stock so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowregistered.

Demand. In the event that by the fifth (5th) ------ anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company effect the registration under the Securities Act of all or part of the Registrable Securities, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration under the Securities Act, of the Registrable Securities which the Company has been so requested to register by the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 below.

Demand. In the event that by the fifth (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon Upon the written request (the "Demand") of the holders Securityholder or a Holder or Holders of a majority of the then outstanding Registrable Securities (on a Common Stock equivalent basis) requesting that the Company effect the registration under the Securities Act of all Registrable Securities and specifying the intended method or part methods of the Registrable Securitiesdisposition thereof (which may include a continuous or delayed offering), the Company shall cause to be filed, and shall take all commercially reasonable actions will use its best efforts to effect, as soon expeditiously as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholderspossible, the registration under the Securities Act, Act of the Registrable Securities which the Company has been so requested to register by the Joint Stockholders. Whenever Securityholder or such Holder or Holders of Registrable Securities; provided, however, that, except as provided below, the Company shall not be obligated to (1) effect more than an aggregate of two (2) demand registrations pursuant to this Section 3; or (2) effect a demand registration unless either (I) the Registrable Securities for which the demand is made constitute at least one-half of the then outstanding Registrable Securities (on a Common Stock equivalent basis) or (II) the demand is made with respect to all of the Registrable Securities then beneficially owned by the Securityholder or the demanding Holder or Holders, provided such Registrable Securities constitute at least 10% of the Registrable Securities initially issued by the Company (on a Common Stock equivalent basis); and provided further that no Holder (including the Securityholder) shall deliver a request for a demand registration for a period of four (4) months following the last date on which a Registration Statement filed in respect of the previous demand registration, if any, was declared by the SEC to be effective. The number, percentage or kind of shares in clause (2) above shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger, consolidation, exchange, distribution or similar transaction with respect to the shares of Common Stock. Notwithstanding the foregoing, the Securityholder or a Holder or Holders of a majority of the then outstanding Registrable Securities (on a Common Stock equivalent basis) shall be entitled to unlimited additional demand registrations if such additional demand registrations would be eligible for registration on Form S-3 (after the Company qualifies for Form S-3, provided that in the case of any individual such demand registration the aggregate gross proceeds from such S-3 demand registration would exceed $500,000, if all registered shares thereunder were sold); provided, however, that there shall be no more than two (2) such registrations in any twelve (12) month period. Upon receipt of any request for registration pursuant to this Section 2.1 in connection with an underwritten Public Offering by 3 from the Joint Stockholders Securityholder or any Holder or Holders of Registrable Securities, holders the Company shall promptly (but in any event within 20 days) give written notice of securities such request to all other Holders. The Company shall include in the requested registration all Registrable Securities requested to be included by such of the other Holders who shall make such request by written notice to the Company who have "piggyback" registration rights may include all or a portion delivered within 30 days of such securities in such registration, offering or saletheir receipt of the Company's notice. If the Company shall receive a request for inclusion in the registration of the Registrable Securities of additional Holders, it shall promptly so inform in writing the Person or Persons who made the initial request for registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of any the proposed public offering advises the Holder or Holders intending to participate in such Public Offering shall inform the Company by letter of its belief proposed public offering in writing that the number total amount or type kind of securities which such Holder 5 or Holders intends to include in such proposed public offering is sufficiently large to materially adversely affect the success of the Company requested by holders proposed public offering, then the amount or kind of securities to be offered for the accounts of all Holders whose securities are included in such Registration Statement shall be reduced (on a pro rata basis in the case of more than one such Holder) to the Company other than extent necessary to reduce the Joint Stockholders total amount or kind of securities to be included in such registration would materially and adversely affect proposed public offering to the underwritten Public Offering, then the amount or kind recommended by such managing underwriter or underwriters. The Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's not register any securities other than Registrable Securities in any demand registration effected pursuant to this Section 3(a), except pursuant to Section 3(c) or with the Joint Stockholdersprior written consent of the Securityholder (if it is participating in such offering) or, if the Securityholder is not participating in such offering, the fraction Holders of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities (on a Common Stock equivalent basis) being sold pursuant to such offering. A Holder (including the Securityholder) or Holders requesting a registration pursuant to this Section 3 may, at any time prior to the effective date of the Registration Statement relating to such Demand registration may withdraw such Demand registration, subject revoke such request by providing a written notice to the provisions Company revoking such request. The Company shall be required to pay all Registration Expenses with respect to the first demand for registration to be revoked. If a Holder (including the Securityholder) or Holders thereafter shall revoke any demand for registration, such Holder (including the Securityholder) or Holders, at their option, shall either pay all out-of-pocket Registration Expenses with respect to such revoked demand or count such revoked demand as one of the demands for registration to which Holders are entitled pursuant to this Section 2.1.4 below3.

Demand. In Subject to the event that by provisions of this Agreement and the fifth (5th) anniversary ------ of LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have the Effective Date the Company has not yet completed an Initial Public Offering, subject right to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company require Echo to effect the registration under the Securities Act of all or part of the Registrable SecuritiesSecurities held by such Holders, including by means Table of Contents 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 cause 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 fileddisposed 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 shall take all commercially reasonable actions to effect, such Holder Demand requests that Echo file an automatic shelf registration statement (as soon as practicable and defined in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration 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 the Company Echo has been so 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 Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable SecuritiesMajority Participating Holders or, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and secondcase of a Shelf Registration Statement, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowany Holder.

Demand. In At any time and from time to time during the event that by the fifth term of this Agreement, Greenwich II may demand, in writing (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offeringa "Demand Registration Notice"), subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company effect the registration under the Securities Act of all or part of such Registrable Securities held by one or more of the Holders (and in the amounts specified by Greenwich II in the Demand Registration Notice) in the following manner: (i) only one demand may be made with respect to the Shares, (ii) only one demand may be made with respect to the Warrant Shares issuable upon exercise of the Initial Warrants and (iii) only one demand may be made with respect to the Warrant Shares issuable upon exercise of the Additional Warrants. In other words, Holders shall have a total of three demands exercisable by Greenwich II which shall be exercised as provided in the foregoing clauses (i)-(iii); however, any demand made under clauses (ii) and (iii) may include any Registrable Securities that might not have been covered by any previous "Demand Registration" (as hereinafter defined). The Company shall have no obligation to effect any Demand Registration unless the Demand Registration Notice covers Registrable Securities having a "Market Price" (as defined in the Warrants) of at least $500,000 in the aggregate. Greenwich II may, at any time up to five (5) Business Days before the filing date of the applicable Registration Statement relating to the Demand Registration, request that Registrable Securities of any Holder not be included therein by providing a written notice to that effect to the Company, which request shall be final and irrevocable. If Greenwich II shall give such notice with respect to all of the Registrable SecuritiesSecurities included in the Demand Registration Notice, the Demand Registration Notice shall be deemed not to have been made or count towards any demand rights hereunder provided that Greenwich II (or Holders) shall reimburse the Company for its out-of-pocket costs and expenses incurred in connection with the preparation and filing of the Registration Statement and provided that Greenwich II has not exercised such withdrawal right with respect to all Registrable Securities included in the Demand Registration Notice with respect to any previously proposed Demand Registration. Upon receipt of a Demand Registration Notice, the Company shall cause use its reasonable best efforts to be filedfile a Registration Statement on Form S-1 or, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject if then available to the reasonable cooperation of the Joint Stockholders85 Company, within 120 days after the Demand is received from the Joint StockholdersForm S-2 or Form S-3 (or any successor forms), the registration or any other available form under the Securities Act, of the covering all Registrable Securities which the Company has been so requested to register by (the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 "Demand Registration"), as expeditiously as possible, but in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing event no later than: (i) sixty days in the number case of the securities of the Company that such holder proposes to include in such registration by a Registration Statement on Form S-1 or a Registration Statement on Form S-2 or S-3 which will be an Underwritten Offering, or (ii) forty-five (45) days in the total number case of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowRegistration Statement on Form S-2 or S-3 which is not an Underwritten Offering.

Demand. In Each Holder shall have the event that by the fifth right to deliver one (5th1) anniversary ------ of the Effective Date written notice to the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon effect the written request registration (the a "DemandDemand Registration Notice") of all or such portion of the holders of a majority of Registrable Securities that consisting of Common Stock held by such Holder as such Holder shall specify and, from and after 90 days after the Company effect date of this Agreement, each Holder shall also have the registration under the Securities Act right to deliver one (1) Demand Registration Notice in respect of all or part such portion of the Registrable SecuritiesSecurities consisting of Preferred Stock held by such Holder as such Holder shall specify. Within five (5) Business Days after receipt of any such Demand Registration Notice, the Company shall cause give written notice of such proposed registration to be filedall other Holders. Such Holders shall have the right, and shall take all commercially reasonable actions by giving written notice (the "Demand Participation Notice") to effectthe Company within fifteen (15) days after receipt of such notice from the Company, to elect to have included in such registration such number of shares of Registrable Securities consisting of Common Stock (if such Demand Registration Notice was in respect of Registrable Securities consisting of Common Stock) or Registrable Securities consisting of Preferred Stock (if such Demand Registration Notice was in respect of Registrable Securities consisting of Preferred Stock), as soon applicable, as practicable and such Holders may request in such Demand Participation Notice. A Holder or Holders may, at any event, subject time before the applicable Registration Statement relating to the reasonable cooperation of Demand Registration is declared effective by the Joint StockholdersSEC, within 120 days after request that such Holder's Registrable Securities not be included therein by providing a written notice to that effect to the Demand is received from Company. Notwithstanding the Joint Stockholdersforegoing, (i) if the registration under the Securities Actmanaging underwriter or underwriters, if any, of any such proposed Demand Registration advises the Company and the Holders that the total amount of Registrable Securities which the Company has been so requested to register by the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders Holders intended to be included in such registration would materially and Demand Registration (whether pursuant to a Demand Registration Notice, or a Demand Participation Notice, relating to such Demand Registration) is sufficiently large to adversely affect the underwritten Public Offeringsuccess of such proposed Demand Registration, then the Company shall include in such registration, amount of Registrable Securities to be offered for the extent accounts of the Holders delivering Demand Participation Notices shall be reduced pro rata, based upon the aggregate number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed intended to be included in such registration Demand Registration by all holders other than such Holders, to the Joint Stockholders. Prior extent necessary to reduce the total amount of Registrable Securities to be included in such registration being declared effective, proposed Demand Registration to the Joint Stockholders holding a majority amount such managing underwriter or underwriters reasonably and in good faith believe will not jeopardize the success of such Demand Registration before the Registrable Securities requesting such offered by the Holder delivering the Demand registration may withdraw such Registration Notice are so reduced and (ii) the Company shall not be obligated to comply with more than one (1) Demand registration, subject to Registration Notice received from the provisions of Section 2.1.4 belowHolders during any calendar quarter.

Demand. In At any time during the event that by term of this Agreement, a Holder or Holders may request the fifth Company, in writing (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offeringa "Demand Registration Notice"), subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company effect the registration under the Securities Act of all or part such portion of the Registrable SecuritiesSecurities as such Holder or Holders shall specify; provided, that only one demand may be made pursuant to this Section 3(a) during any six month period; provided, further, that an aggregate of only three demands may be made pursuant to this Section 3(a), unless the Company is eligible to use Form S-3 (or any successor - 3 - 4 form) in which case the foregoing limitation shall not apply. Upon receipt of any such Demand Registration Notice, the Company shall cause promptly give written notice of such proposed registration to be filedall other Holders. Such Holders shall have the right, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject by giving written notice (the "Demand Participation Notice") to the reasonable cooperation of the Joint Stockholders, Company within 120 fifteen (15) days after the Company provides its notice, to elect to have included in such registration such number of their Registrable Securities as such Holders may request in such Demand is received from Participation Notice. A Holder or Holders may, at any time up to five (5) Business Days before the Joint Stockholdersfiling date of the applicable Registration Statement relating to the Demand Registration, request that his or its Registrable Securities not be included therein by providing a written notice to that effect to the Company. Upon receipt of a Demand Registration Notice, the registration Company shall use its commercially reasonable efforts to file, as expeditiously as possible, but in any event no later than forty-five (45) days after such Demand Registration Notice, a Registration Statement on Form S-3 (or any successor form), or any other form available to the Company under the Securities Act, of the covering all Registrable Securities which the Company has been so requested to register by (the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowRegistration").

Demand. In Subject to the event that by provisions of this Agreement and the fifth (5th) anniversary ------ of LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have the Effective Date the Company has not yet completed an Initial Public Offering, subject right to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company require Echo to effect the registration under the Securities Act of all or part of the Registrable SecuritiesSecurities 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 cause 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 fileddisposed of by such Holder). If Echo is a WKSI on the date of the Holder The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. 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 shall take all commercially reasonable actions to effect, such Holder Demand requests that Echo file an automatic shelf registration statement (as soon as practicable and defined in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration 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 reevaluate 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 the Company Echo has been so 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 Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable SecuritiesMajority Participating Holders or, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and secondcase of a Shelf Registration Statement, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowany Holder.

Demand. In the event that by the fifth (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company effect the registration under the Securities Act of all or part of the Registrable Securities, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration under the Securities Act, of the Registrable Securities which the Company has been so requested to register by the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 below.

Demand. In the event that The Company shall, if requested in writing (a "Registration Notice") by the fifth (5th) anniversary ------ Cendant at any time and from time to time within two years of the Effective Date exercise of the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon the written request Option (the "DemandRegistration Period") of the holders of a majority of Registrable Securities that the Company effect the ), as expeditiously as possible, prepare and file registration statements under the Securities Act if such registration is necessary in order to permit the sale or other disposition of any or all shares of Company Common Stock or other securities that have been acquired by or are issuable to Cendant upon exercise of the Option ("Registrable Securities"); provided, however, that Cendant shall be entitled to no more than an aggregate of two effective registration statements hereunder. Any such Registration Notice must relate to a number of Registrable Securities equal to at least twenty percent (20%) of the Company Shares, unless the remaining number of Registrable Securities is less than such amount, in which case Cendant shall be entitled to exercise its rights hereunder but only for all of the remaining Registrable Securities (a "Permitted Offering"). Cendant's rights hereunder shall terminate at such time as Cendant shall be entitled to sell all of the remaining Registrable Securities pursuant to Rule 144(k) under the Act. The Company (and/or any person designated by the Company) shall upon receipt of the Registration Notice relating to a proposed sale by Cendant of Registrable Securities in an underwritten registration (subject to revocation of such Registration Notice) have the option exercisable by written notice delivered to Cendant within 20 Business Days after the receipt of the Registration Notice, irrevocably to agree to purchase all or any part of the Registrable Securities proposed to be so sold for cash at a price (the "Option Price") equal to the product of (i) the number of Registrable Securities to be so purchased by the Company and (ii) the average of the daily closing sales price for such shares reported on the NYSE Composite Tape for the 10 consecutive Trading Days ending on (and including) the Trading Date immediately preceding the date such notice was delivered by the Company to Cendant. Any such purchase of Registrable Securities by the Company (or its designee) hereunder shall take place at a closing to be held at the principal executive offices of the Company or at the offices of its counsel at any reasonable date and time designated by the Company and/or such designee in such notice within 20 Business Days after delivery of such notice. Any payment for the shares to be purchased shall be made by delivery at the time of such closing of the Option Price in immediately available funds. If the Company does not elect to exercise its option pursuant to this Section 9 with respect to all Registrable Securities, the Company shall cause use its reasonable best efforts to be filedqualify such shares of Company Common Stock or other securities not purchased under any applicable state securities laws; provided, and shall take all commercially reasonable actions to effecthowever, as soon as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration under the Securities Act, of the Registrable Securities which the Company has been so requested to register by the Joint Stockholders. Whenever that the Company shall effect a registration pursuant not be required to Section 2.1 qualify to do business, consent to general service of process or submit to taxation in connection with an underwritten Public Offering any jurisdiction by the Joint Stockholders reason of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or salethis provision. If the managing underwriter underwriters of any such Public Offering shall inform offering advise the Company by letter of its belief in writing that in their opinion the number or type of securities shares of the Company Common Stock requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration or qualification exceeds the number that could reasonably be expected to be sold by Cendant or other Holders (as defined in the Existing Registration Rights Agreement), as the case may be, in such offering, the Company shall, subject to the rights of any Holders party to the Existing Registration Rights Agreement, include the shares of Company Common Stock requested to be included therein by Cendant and such other Holders pro rata (based on the number of shares of Company Common Stock requested to be included therein). The Company shall use reasonable efforts to cause each such registration statement to become effective, to obtain all consents or waivers of other parties which are required therefor, and to keep such registration statement or prospectus effective for such period not in excess of 120 calendar days from the day such registration statement first becomes effective as may be reasonably necessary to effect such sale or other disposition. The obligations of the Company hereunder to file a registration statement or prospectus and to maintain its effectiveness may be suspended for up to 90 calendar days in the aggregate during any 12-month period if the Company shall have determined, in its reasonable judgment and upon the advice of outside counsel, that the filing of such registration statement or prospectus or the maintenance of its effectiveness would require premature disclosure of nonpublic information that would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent or otherwise interfere with or adversely affect any pending or proposed offering of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes or any other material transaction involving the Company, or the Company would be required under the Securities Act to include audited financial statements for any period in such registration by (ii) the total number of securities proposed to be included statement or prospectus and such financial statements are not yet available for inclusion in such registration statement or prospectus. Subject to applicable law, the expenses associated with the preparation and filing of any registration statement or prospectus prepared and filed under this Section 9, and any sale covered thereby, including the reasonable fees and expenses of one law firm to act as Cendant's counsel ("Registration Expenses"), shall be paid by the Company, except for underwriting discounts or commissions and brokers' fees. In connection with any registration statement or prospectus prepared pursuant to this Section 11, Cendant shall furnish, or cause any holder of the Option or Company Shares (a "Holder") to furnish, the Company with such information concerning itself and the proposed sale or distribution as shall reasonably be required in order to ensure compliance with the requirements of the Securities Act and to provide representations and warranties customary for selling stockholders who are unaffiliated with the Company. In addition, Cendant shall, and Cendant shall cause each Holder to contractually agree to, indemnify and hold the Company, its underwriters and each of their respective affiliates harmless against any and all holders other than losses, claims, damages, liabilities and expenses (including, without limitation, investigation expenses and fees and disbursements of counsel and accountants), joint or several, to which the Joint Stockholders. Prior Company, its underwriters and each of their respective affiliates may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based solely upon an untrue statement or alleged untrue statement of a material fact contained in written information furnished by Cendant or any Holder to the Company expressly for use in such registration being declared effectivestatement. Except for losses, claims, damages, liabilities or expenses (or actions in respect thereof) arising out of or based solely upon an untrue statement or alleged untrue statement of a material fact contained in written information furnished by Cendant and any Holder to the Company expressly for use in any registration statement, the Joint Stockholders holding a majority Company shall indemnify and hold Cendant and each Holder and each of its respective affiliates harmless against any and all losses, claims, damages, liabilities and expenses (including, without limitation, investigation expenses and fees and disbursement of counsel and accountants), joint or several, to which Cendant and each Holder and each of its respective affiliates may become subject under the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowAct or otherwise.

Demand. In At any time commencing on the event that earlier of (i) 180 days following the first Underwritten Offering by the fifth Company resulting in gross proceeds to the Company of at least $50 million (5ththe “IPO”) and (ii) the first anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7date of this Agreement, upon the written request (the "Demand") of the holders of a majority Demanding Holder that the Company effect an Underwritten Offering of Registrable Securities that 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 intended method of disposition thereof, the Company shall, subject to Section 6(b) hereof, use its reasonable best efforts to effect the registration under the Securities Act of all or part of the Registrable Securities, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration under the Securities Act, of the Registrable Securities which the Company has been so requested to register by the Joint Stockholders. Whenever as soon as practicable; provided, however, that the Company shall not be obligated to effect a registration pursuant to this Section 2.1 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 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 connection respect of a registration hereunder, if any, was effective; (y) during the period commencing with an underwritten Public Offering by the Joint Stockholders 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 to 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 Demanding Holder proposes to dispose of Registrable SecuritiesSecurities that may be immediately registered on Form S-3 pursuant to a request made under Section 3 hereof; and provided, holders further, that no more than two (2) registrations under this Section 2(a) and Section 3 may become effective during any 12 month period. Upon receipt of securities any request for registration pursuant to this Section 2 from a Demanding Holder, the Company shall promptly give written notice of such request to the other Holders. The Company shall include in the requested registration all Registrable Securities requested to be included by such Holders who shall make such request by written notice (specifying the aggregate number of Registrable Securities to be included) to the Company delivered within ten (10) days after their receipt of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or saleCompany’s notice. If the managing underwriter of any such Public Offering Company shall inform receive a request for inclusion in the Company by letter of its belief that the number or type of securities registration of the Company requested by holders Registrable Securities of the securities of the Company Holders other than the Joint Stockholders Demanding Holder initiating the registration, it shall promptly so inform the Demanding Holder that made the initial request for registration. Holders of a majority of the Registrable Securities to be included in such registration would materially 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 written notice to the Company revoking such request and, if applicable, request withdrawal of any Registration Statement filed with the SEC and adversely affect the underwritten Public Offering, then the Company shall include in use its reasonable best efforts to so withdraw such registration, Registration Statement. A registration requested pursuant to the extent of the number this Section 2(a) shall not be deemed to have been effected unless a Registration Statement with respect thereto has become effective and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified 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 borne by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowpursuant hereto.

Demand. In If (A) the event that by the fifth (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offering, subject Initiating Holders propose to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority Dispose of Registrable Securities that and (B) such Disposition may not, in the opinion of such Initiating Holders, be effected in a private transaction under the Securities Act without registration of such Securities under the Securities Act at equally favorable net terms to the Initiating Holders as would be obtained in a registration of such Securities under the Securities Act, the Initiating Holders may request the Company in writing to effect such registration (a “Demand Registration”), stating the number of Securities of Registrable Securities to be Disposed of by such Initiating Holders and the intended method of Disposition. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request and the Company shall include such information in the written notice referred to below. Upon receipt of such request, the Company will give prompt written notice thereof to all other Holders whereupon such other Holders shall give written notice to the Company within twenty (20) days after the date of the Company’s notice (the “Notice Period”) if they propose to Dispose of any Registrable Securities pursuant to such registration, stating the number of Registrable Securities to be Disposed of by such Holder or Holders and the intended method of Disposition. The Company will use its reasonable best efforts to effect promptly after the Notice Period the registration under the Securities Act of all or part of the Registrable Securities, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration under the Securities Act, of the Registrable Securities which the Company has been so requested to register by the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder requests of the Company's securities other than Initiating Holders and the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number requests of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effectiveHolders, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registrationsubject, subject however, to the provisions of limitations set forth in Section 2.1.4 below3(b)(ii).

Demand. In the event that by the fifth (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public OfferingAt any time or from time to time, subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a Holder or Holders holding a majority of Registrable Securities that then outstanding may require the Company to use its best efforts to effect the registration under the Securities Act of all or part of the their respective Registrable Securities, by delivering a written request (a “Holder Demand”) therefor to the Company specifying the number of shares of Registrable Securities to be registered and the intended method of distribution thereof. As promptly as practicable, but no later than 20 days after receipt of a Holder Demand, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to give written notice (the reasonable cooperation “Demand Exercise Notice”) of the Joint StockholdersHolder Demand to all Holders of Registrable Securities. Such Holders shall have the option, within 120 10 days after the receipt of the Demand is received from Exercise Notice, to request, in writing, that the Joint Stockholders, 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). The Company shall as expeditiously as possible use its best efforts to effect the registration under the Securities Act, Act of the Registrable Securities which the Company has been so requested to register by the Joint StockholdersInitiating Holder and any other Holders which have made such written request. Whenever the The Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of use its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing best efforts (i) the number to effect as soon as practicable (but, in any event, within 30 days of the securities receipt of the Company that such holder proposes Holder Demand or, in the event the SEC reviews and has written comments to include the registration statement, within 90 days of the receipt of the Holder Demand) the registration of Registrable Securities for distribution in such registration accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders and (ii) if requested by the total number Majority Participating Holders, obtain acceleration of securities proposed to be included in such the effective date of the registration by all holders other than the Joint Stockholders. Prior statement relating to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 below.

Demand. In the event that The Company will, if requested in writing (a "Registration Notice") by the fifth (5th) anniversary ------ Cendant at any time and from time to time within two years of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon the written request (the "Demand") exercise of the holders of a majority of Registrable Securities that the Company effect the Option, as expeditiously as possible prepare and file registration statements under the Securities Act if such registration or the obtaining of a receipt for a prospectus is necessary in order to permit the sale or other disposition of any or all shares or part other securities that have been acquired by or are issuable to Cendant upon exercise of the Option ("Registrable Securities") in accordance with the intended method of sale or other disposition stated by Cendant. Any such Registration Notice must relate to a number of Registrable Securities equal to at least twenty percent (20%) of Company Shares, unless the remaining number of Registrable Securities is less than such amount, in which case Cendant shall be entitled to exercise its rights hereunder but only for all of the remaining Registrable Securities (a "Permitted Offering"). Cendant's rights hereunder shall terminate at such time as Cendant shall be entitled to sell all of the remaining Registrable Securities pursuant to Rule 144(k) under the Act. The Company will use its reasonable best efforts to qualify such shares or other securities under any applicable state securities laws; provided, however, that the Company shall not be required to qualify to do -------- ------- business, consent to general service of process or submit to taxation in any jurisdiction by reason of this provision. The Company will use reasonable efforts to cause each such registration statement to be filedbecome effective and to obtain a (final) receipt for each such prospectus, to obtain all consents or waivers of other parties which are required therefor, and shall take all commercially reasonable actions to effect, as soon as practicable and keep such registration statement or prospectus effective for such period not in any event, subject to excess of 120 calendar days from the reasonable cooperation day such registration statement first becomes effective or the date of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration under the Securities Act, (final) receipt for such prospectus as may be reasonably necessary to effect such sale or other disposition. The obligations of the Registrable Securities which Company hereunder to file a registration statement or prospectus and to maintain its effectiveness may be suspended for up to 90 calendar days in the Company has been so requested to register by aggregate during any 12-month period if the Joint Stockholders. Whenever board of directors of the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by have determined that the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion filing of such securities in such registration, offering registration statement or sale. If prospectus or the managing underwriter of any such Public Offering shall inform the Company by letter maintenance of its belief effectiveness would require premature disclosure of nonpublic information that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent or otherwise interfere with or adversely affect any pending or proposed offering of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes or any other material transaction involving the Company, or the Company would be required under the Securities Act to include audited financial statements for any period in such registration by (ii) the total number of securities proposed to be included statement or prospectus and such financial statements are not yet available for inclusion in such registration statement or prospectus. Subject to applicable law, the expenses associated with the preparation and filing any registration statement or prospectus prepared and filed under this Section 9, and any sale covered thereby ("Registration Expenses"), will be paid by the Company except for underwriting discounts or commissions, brokers' fees and the reasonable fees and disbursements of one law firm acting as Cendant's counsel related thereto. In connection with any registration statement or prospectus pursuant to this Section 9, Cendant shall furnish, or cause any holder of the Option or Company Shares (a "Holder") to furnish, the Company with such information concerning itself and the proposed sale or distribution as shall reasonably be required in order to ensure compliance with the requirements of the Securities Act and to provide representations and warranties customary for selling stockholders who are unaffiliated with the Company. In addition, Cendant shall, and Cendant shall cause each Holder to contractually agree to, indemnify and hold the Company, its underwriters and each of their respective affiliates harmless against any and all holders other than losses, claims, damages, liabilities and expenses (including, without limitation, investigation expenses and fees and disbursement of counsel and accountants), joint or several, to which the Joint Stockholders. Prior Company, its underwriters and each of their respective affiliates may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in written information furnished by any Holder to the Company expressly for use in such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowstatement.

Demand. In Subject to the event that by provisions of this Agreement and the fifth (5th) anniversary ------ of LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have the Effective Date the Company has not yet completed an Initial Public Offering, subject right to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company require Echo to effect the registration under the Securities Act of all or part of the Registrable SecuritiesSecurities held by such Holders, including by means of The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. 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 cause 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 fileddisposed 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 shall take all commercially reasonable actions to effect, such Holder Demand requests that Echo file an automatic shelf registration statement (as soon as practicable and defined in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration 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 the Company Echo has been so 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 Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable SecuritiesMajority Participating Holders or, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and secondcase of a Shelf Registration Statement, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowany Holder.

Demand. In the event that The Company will, if requested in writing (a "Registration Notice") by the fifth (5th) anniversary ------ Cendant at any time and from time to time within two years of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon the written request (the "Demand") exercise of the holders of a majority of Registrable Securities that the Company effect the Option, as expeditiously as possible prepare and file registration statements under the Securities Act if such registration or the obtaining of a receipt for a prospectus is necessary in order to permit the sale or other disposition of any or all shares or part other securities that have been acquired by or are issuable to Cendant upon exercise of the Option ("Registrable Securities") in accordance with the intended method of sale or other disposition stated by Cendant. Any such Registration Notice must relate to a number of Registrable Securities equal to at least twenty percent (20%) of Company Shares, unless the remaining number of Registrable Securities is less than such amount, in which case Cendant shall be entitled to exercise its rights hereunder but only for all of the remaining Registrable Securities (a "Permitted Offering"). Cendant's rights hereunder shall terminate at such time as Cendant shall be entitled to sell all of the remaining Registrable Securities pursuant to Rule 144(k) under the Act. The Company will use its reasonable best efforts to qualify such shares or other securities under any applicable state securities laws; provided, however, that the Company shall not be required to qualify to do business, consent to general service of process or submit to taxation in any jurisdiction by reason of this provision. The Company will use reasonable efforts to cause each such registration statement to be filedbecome effective and to obtain a (final) receipt for each such prospectus, to obtain all consents or waivers of other parties which are required therefor, and shall take all commercially reasonable actions to effect, as soon as practicable and keep such registration statement or prospectus effective for such period not in any event, subject to excess of 120 calendar days from the reasonable cooperation day such registration statement first becomes effective or the date of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration under the Securities Act, (final) receipt for such prospectus as may be reasonably necessary to effect such sale or other disposition. The obligations of the Registrable Securities which Company hereunder to file a registration statement or prospectus and to maintain its effectiveness may be suspended for up to 90 calendar days in the Company has been so requested to register by aggregate during any 12-month period if the Joint Stockholders. Whenever board of directors of the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by have determined that the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion filing of such securities in such registration, offering registration statement or sale. If prospectus or the managing underwriter of any such Public Offering shall inform the Company by letter maintenance of its belief effectiveness would require premature disclosure of nonpublic information that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent or otherwise interfere with or adversely affect any pending or proposed offering of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes or any other material transaction involving the Company, or the Company would be required under the Securities Act to include audited financial statements for any period in such registration by (ii) the total number of securities proposed to be included statement or prospectus and such financial statements are not yet available for inclusion in such registration statement or prospectus. Subject to applicable law, the expenses associated with the preparation and filing any registration statement or prospectus prepared and filed under this Section 9, and any sale covered thereby ("Registration Expenses"), will be paid by the Company except for underwriting discounts or commissions, brokers' fees and the reasonable fees and disbursements of one law firm acting as Cendant's counsel related thereto. In connection with any registration statement or prospectus pursuant to this Section 9, Cendant shall furnish, or cause any holder of the Option or Company Shares (a "Holder") to furnish, the Company with such information concerning itself and the proposed sale or distribution as shall reasonably be required in order to ensure compliance with the requirements of the Securities Act and to provide representations and warranties customary for selling stockholders who are unaffiliated with the Company. In addition, Cendant shall, and Cendant shall cause each Holder to contractually agree to, indemnify and hold the Company, its underwriters and each of their respective affiliates harmless against any and all holders other than losses, claims, damages, liabilities and expenses (including, without limitation, investigation expenses and fees and disbursement of counsel and accountants), joint or several, to which the Joint Stockholders. Prior Company, its underwriters and each of their respective affiliates may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in written information furnished by any Holder to the Company expressly for use in such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowstatement.

Demand. In the event that by the fifth (5th) anniversary ------ of the Effective Date At any time or from time to time, a Holder or Holders holding Registrable Securities may require the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company effect the registration under the Securities Act of all or part of their respective Registrable Securities (each, a "Demand Registration"), by delivering a written request (a "Holder Demand") therefor to the Company specifying the number of shares of Registrable SecuritiesSecurities to be registered and the intended method of distribution thereof. As promptly as practicable, but no later than five days after receipt of a Holder Demand, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to give written notice (the reasonable cooperation "Demand Exercise Notice") of the Joint StockholdersHolder Demand to all Holders. Such Holders shall have the option, within 120 30 days after the receipt of the Demand Exercise Notice (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 (except if the Company is received from not then eligible to register for resale the Joint StockholdersRegistrable Securities on Form S-3, in which case the registration shall be on another appropriate form in accordance herewith) and (ii) such shorter period of time is required because of a planned filing date), to request, in writing, that 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). The Company shall as expeditiously as possible use its best efforts to effect the registration under the Securities Act, Act of the Registrable Securities which the Company has been so requested to register by the Joint StockholdersInitiating Holder and any other Holders which have made such written request. Whenever the The Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) use its best efforts to effect the number registration of Registrable Securities for distribution in accordance with the securities intended method of distribution set forth in a written request delivered by the Company that such holder proposes to include in such registration by Majority Participating Holders, and (ii) if requested by the total number Majority Participating Holders, obtain acceleration of securities proposed to be included in such the effective date of the registration by all holders other than the Joint Stockholders. Prior statement relating to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 below.

Demand. In the event that by the fifth (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public OfferingAt any time or from time to time, subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a Holder or Holders holding a majority of Registrable Securities that then outstanding may require the Company to effect the registration under the Securities Act of all or part of the their respective Registrable Securities, by delivering a written request (a “Holder Demand”) therefor to the Company specifying the number of shares of Registrable Securities to be registered and the intended method of distribution thereof. As promptly as practicable, but no later than 10 days after receipt of a Holder Demand, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to give written notice (the reasonable cooperation “Demand Exercise Notice”) of the Joint StockholdersHolder Demand to all Holders of Registrable Securities. Such Holders shall have the option, within 120 20 days after the receipt of the Demand Exercise Notice (or, 10 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 received from required because of a planned filing date), to request, in writing, that the Joint Stockholders, 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). The Company shall as expeditiously as possible use its best efforts to effect the registration under the Securities Act, Act of the Registrable Securities which the Company has been so requested to register by the Joint StockholdersInitiating Holder and any other Holders which have made such written request. Whenever the The Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) use its best efforts to effect the number registration of Registrable Securities for distribution in accordance with the securities intended method of distribution set forth in a written request delivered by the Company that Majority Participating Holders, which may include, at the option of such holder proposes to include in Majority Participating Holders, a distribution to, and resale by, the partners of such registration by Holder or Holders (a “Partner Distribution”), and (ii) if requested by the total number Majority Participating Holders, obtain acceleration of securities proposed to be included in such the effective date of the registration by all holders other than the Joint Stockholders. Prior statement relating to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 below.

Demand. In the event that by the fifth (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public OfferingAt any time or from time to time, subject to Section 2.1.7, upon the written request (the "Demand") of the holders of a Holder or Holders holding a majority of Registrable Securities that then outstanding may require the Company to effect the registration under the Securities Act of all or part of the their respective Registrable Securities, by delivering a written request (a "Holder Demand") therefor to the Company specifying the number of shares of Registrable Securities to be registered and the intended method of distribution thereof. As promptly as practicable, but no later than 10 days after receipt of a Holder Demand, the Company shall cause to be filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to give written notice (the reasonable cooperation "Demand Exercise Notice") of the Joint StockholdersHolder Demand to all Holders of Registrable Securities. Such Holders shall have the option, within 120 20 days after the receipt of the Demand Exercise Notice (or, 10 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 received from required because of a planned filing date), to request, in writing, that the Joint Stockholders, 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). The Company shall as expeditiously as possible use its best efforts to effect the registration under the Securities Act, Act of the Registrable Securities which the Company has been so requested to register by the Joint StockholdersInitiating Holder and any other Holders which have made such written request. Whenever the The Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) use its best efforts to effect the number registration of Registrable Securities for distribution in accordance with the securities intended method of distribution set forth in a written request delivered by the Company that Majority Participating Holders, which may include, at the option of such holder proposes to include in Majority Participating Holders, a distribution to, and resale by, the partners of such registration by Holder or Holders (a "Partner Distribution"), and (ii) if requested by the total number Majority Participating Holders, obtain acceleration of securities proposed to be included in such the effective date of the registration by all holders other than the Joint Stockholders. Prior statement relating to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 below.

Demand. In Subject to the event that by provisions of this Agreement and the fifth (5th) anniversary ------ of LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have the Effective Date the Company has not yet completed an Initial Public Offering, subject right to Section 2.1.7, upon the written request (the "Demand") of the holders of a majority of Registrable Securities that the Company require Echo to effect the registration under the Securities Act of all or part of the Registrable SecuritiesSecurities 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 cause 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 fileddisposed of by such Holder). If Echo is a WKSI on the date of the Holder Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. 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 shall take all commercially reasonable actions to effect, such Holder Demand requests that Echo file an automatic shelf registration statement (as soon as practicable and defined in any event, subject to the reasonable cooperation of the Joint Stockholders, within 120 days after the Demand is received from the Joint Stockholders, the registration 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 reevaluate 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 the Company Echo has been so 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 Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable SecuritiesMajority Participating Holders or, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by holders of the securities of the Company other than the Joint Stockholders to be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to the extent of the number and type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand and secondcase of a Shelf Registration Statement, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Company that such holder proposes to include in such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand registration may withdraw such Demand registration, subject to the provisions of Section 2.1.4 belowany Holder.