Common use of Exchanges of Units Clause in Contracts

Exchanges of Units. (i) The MCK Members and their Permitted Transferees shall be entitled at any time and from time to time following a Qualified IPO and upon the terms and subject to the conditions of this Agreement, to surrender Units to Echo in exchange (each such exchange, an “Exchange”) for the delivery by Echo to such Member(s) of a number of Echo Shares that is equal to the number of Units requested to be Exchanged. Echo shall at all times cause a number of authorized Echo Shares to be authorized and held in reserve as will be sufficient to comply with any and all requests for Exchange that may be made pursuant to this Agreement. (ii) The MCK Members shall be entitled to periodic payments from Echo equal to 85% of the tax savings to the Echo Group (as defined in the Tax Receivable Agreement) arising from the step-up in tax basis resulting from each Exchange. Prior to the first Exchange (if any), Echo and the Exchanging MCK Member shall negotiate in good faith the terms of a tax receivable agreement to govern the calculation of such payment, with it being understood that the terms of such agreement shall be substantially similar to the terms of the MCK Tax Receivable Agreement; provided that any such tax savings shall be determined using a “with and without” methodology (treating any deductions attributable to the step-up in tax basis resulting from the Exchanges as the last items claimed for any taxable year, including after the utilization of any carryforwards). (iii) An MCK Member may exercise the right to effect an Exchange by delivering a written notice of exchange in respect of the Units to be Exchanged substantially in the form of Exhibit F hereto (the “Notice of Exchange”), duly executed by such Member or such Member’s duly authorized attorney, to Echo and the Company at the addresses set forth in Section 14.12. (iv) A Notice of Exchange from an MCK Member may specify that the Exchange is to be (A) contingent (including as to the timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of Echo Shares into which the Units are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Echo Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property and/or (B) effective upon a specified future date. Notwithstanding anything herein to the contrary, an MCK Member may withdraw or amend a Notice of Exchange, in whole or in part, prior to the effectiveness of the Exchange, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately preceding the Exchange date (or any such later time as may be required by applicable Law) by delivery of a written notice of withdrawal to Echo and the Company, specifying (1) the number of withdrawn Units, (2) if any, the number of Units as to which the Notice of Exchange remains in effect and (3) if the MCK Member so determines, a new Exchange date or any other new or revised information permitted in the Notice of Exchange. (v) Each Exchange shall be deemed to be effective immediately prior to the close of business on the Exchange date (or, if applicable, immediately prior to the completion of the offering, tender or exchange offer or other transaction in connection with which the Exchange is made contingent), and the Exchanging holder shall be deemed to be a holder of Echo Shares from and after the effectiveness of the Exchange. Within three (3) Business Days of the Exchange date, Echo shall deliver or cause to be delivered to the Exchanging holder the number of Echo Shares deliverable upon such Exchange, registered in the name of such holder. To the extent the Echo Shares are settled through the facilities of DTC, Echo will, upon the written instruction of an Exchanging holder, deliver or cause to be delivered the Echo Shares to such holder through the facilities of DTC, to the account of the participant of DTC designated by such holder. (vi) If (i) any Echo Shares Exchanged hereunder may be sold pursuant to a registration statement that has been declared effective by the SEC, (ii) all of the applicable conditions of Rule 144 are met, or (iii) a restrictive legend (or a portion thereof) otherwise ceases to be applicable, Echo, upon the written request of the Exchanging holder thereof shall promptly provide such holder or its respective transferees, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any) with new certificates (or evidence of book-entry shares) for securities of like tenor not bearing the provisions of the legend with respect to which the restriction has terminated. In connection therewith, Echo may request, without any expense to Echo, an opinion of counsel to the effect that such legend can be removed, and such holder shall provide Echo with such information in its possession as Echo may reasonably request in connection with the removal of any such legend. (vii) The Company and each Exchanging holder shall bear Echo’s and their own respective expenses in connection with the consummation of any Exchange by such holder, whether or not any such Exchange is ultimately consummated; provided, however, that Exchanging holder will pay any transfer taxes, stamp taxes or duties, or similar government charges in connection with, or arising by reason of, any Exchange. (viii) If the Echo Shares are listed on a national securities exchange, Echo shall use its reasonable best efforts to cause all Echo Shares issued upon an Exchange to be listed on the same national securities exchange upon which the outstanding Echo Shares may be listed or traded at the time of such issuance. (ix) When a Unit has been Exchanged in accordance with this Agreement, the Unit shall be deemed transferred from the Exchanging holder to Echo. (x) No Exchange shall impair the right of the Exchanging holder to receive any distributions payable on the Units so exchanged in respect of a record date that occurs prior to the date of the Notice of Exchange for such Exchange.

Exchanges of Units. (i) The MCK Members and their Permitted Transferees shall be entitled at any time and from time to time following a Qualified IPO and upon the terms and subject to the conditions of this Agreement, to surrender Units to Echo in exchange (each such exchange, an “Exchange”) for the delivery by Echo to such Member(s) of a number of Echo Shares that is equal to the number of Units requested to be Exchanged. Echo shall at all times cause a number of authorized Echo Shares to be authorized and held in reserve as will be sufficient to comply with any and all requests for Exchange that may be made pursuant to this Agreement. (ii) The MCK Members shall be entitled to periodic payments from Echo equal to 85% of the tax savings to the Echo Group (as defined in the Tax Receivable Agreement) arising from the step-up in tax basis resulting from each Exchange. Prior to the first Exchange (if any), Echo and the Exchanging MCK Member shall negotiate in good faith the terms of a tax receivable agreement to govern the calculation of such payment, with it being understood that the terms of such agreement shall be substantially similar to the terms of the MCK Tax Receivable Agreement; provided that any such tax savings shall be determined using a “with and without” methodology (treating any deductions attributable to the step-up in tax basis resulting from the Exchanges as the last items claimed for any taxable year, including after the utilization of any carryforwards). (iii) An MCK Member may exercise the right to effect an Exchange by delivering a written notice of exchange in respect of the Units to be Exchanged substantially in the form of Exhibit F hereto (the “Notice of Exchange”), duly executed by such Member or such Member’s duly authorized attorney, to Echo and the Company at the addresses set forth in Section 14.12. (iv) A Notice of Exchange from an MCK Member may specify that the Exchange is to be (A) contingent (including as to the timing) upon the consummation of a purchase by another Person (whether in a tender or exchange offer, an underwritten offering or otherwise) of Echo Shares into which the Units are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which the Echo Shares would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property and/or (B) effective upon a specified future date. Notwithstanding anything herein to the contrary, an MCK Member may withdraw or amend a Notice of Exchange, in whole or in part, prior to the effectiveness of the Exchange, at any time prior to 5:00 p.m. New York City time, on the Business Day immediately preceding the Exchange date (or any such later time as may be required by applicable Law) by delivery of a written notice of withdrawal to Echo and the Company, specifying (1) the number of withdrawn Units, (2) if any, the number of Units as to which the Notice of Exchange remains in effect and (3) if the MCK Member so determines, a new Exchange date or any other new or revised information permitted in the Notice of Exchange. (v) Each Exchange shall be deemed to be effective immediately prior to the close of business on the Exchange date (or, if applicable, immediately prior to the completion of the offering, tender or exchange offer or other transaction in connection with which the Exchange is made contingent), and the Exchanging holder shall be deemed to be a holder of Echo Shares from and after the effectiveness of the Exchange. Within three (3) Business Days of the Exchange date, Echo shall deliver or cause to be delivered to the Exchanging holder the number of Echo Shares deliverable upon such Exchange, registered in the name of such holder. To the extent the Echo Shares are settled through the facilities of DTC, Echo will, upon the written instruction of an Exchanging holder, deliver or cause to be delivered the Echo Shares to such holder through the facilities of DTC, to the account of the participant of DTC designated by such holder. (vi) If (i) any Echo Shares Exchanged hereunder may be sold pursuant to a registration statement that has been declared effective by the SEC, (ii) all of the applicable conditions of Rule 144 are met, or (iii) a restrictive legend (or a portion thereof) otherwise ceases to be applicable, Echo, upon the written request of the Exchanging holder thereof shall promptly provide such holder or its respective transferees, without any expense to such Persons (other than applicable transfer taxes and similar governmental charges, if any) with new certificates (or evidence of book-entry shares) for securities of like tenor not bearing the provisions of the legend with respect to which the restriction has terminated. In connection therewith, Echo may request, without any expense to Echo, an opinion of counsel to the effect that such legend can be removed, and such holder shall provide Echo with such information in its possession as Echo may reasonably request in connection with the removal of any such legend. (vii) The Company and each Exchanging holder shall bear Echo’s and their own respective expenses in connection with the consummation of any Exchange by such holder, whether or not any such Exchange is ultimately consummated; provided, however, that Exchanging holder will pay any transfer taxes, stamp taxes or duties, or similar government charges in connection with, or arising by reason of, any Exchange. (viii) If the Echo Shares are listed on a national securities exchange, Echo shall use its reasonable best efforts to cause all Echo Shares issued upon an Exchange to be listed on the same national securities exchange upon which the outstanding Echo Shares may be listed or traded at the time of such issuance. (ix) When a Unit has been Exchanged in accordance with this Agreement, the Unit shall be deemed transferred from the Exchanging holder to Echo. (x) No Exchange shall impair the right of the Exchanging holder to receive any distributions payable on the Units so exchanged in respect of a record date that occurs prior to the date of the Notice of Exchange for such Exchange.written