Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), whether or not for sale for its own account, it will each such time give prompt written notice to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act all Registrable Securities which Echo has been so requested to register by each Holder (subject to Section 2.2(c)); provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo shall determine pursuant to a Board Resolution not to register or to delay registration of such equity securities, the Company and Echo shall give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If Echo the Company at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act by registration (other than on Form S-1 S-4 or Form S-3, S-8 or any successor or similar form(s) (except registrations (i) forms and other than pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto3.1), whether or not for sale for its own account, it will each such time give prompt written notice to each all holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and of such notice shall offer the Holders of Registrable Securities the opportunity to register holders’ rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 3.2. Upon the written request of any such Holders holder made within 10 business days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holderholder and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt Company will, subject to the terms of any such noticethis Agreement, Echo shall include in such use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the holders thereof, to the extent requisite to permit the disposition (subject in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to Section 2.2(cbe registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account)); provided, however, provided that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason either not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as provided for in a registration under Section 2.2(d)) 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 3.2 shall relieve Echo the Company of its obligation to effect any registration upon request under Section 2.13.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Right to Include Registrable Securities. If Echo the Purchaser at any time following the commencement of the Second Echo Sale Window --------------------------------------- proposes to register any of its equity securities under the Securities Act by registration on Form S-1 or Form S-3Forms X-0, X-0, X-0 or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) on such forms or similar forms solely for registration of equity securities in connection with (i) an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto a merger or consolidation or (iiiii) in connection with any acquisition or merger on Form S-4 or any successor form theretodebt securities which are not convertible into Purchaser Common Stock), whether or not for sale for its own account, it will shall each such time give prompt written notice to each of the Holders Shareholder of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer at least 30 days prior to the Holders anticipated filing date of Registrable Securities the opportunity a registration statement with respect to register under such registration statement such number of Registrable Securities as each such Holder may request in writingwith the Commission. Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), Shareholder made as promptly as practicable and in any event within three (3) Business Days 10 business days after the receipt of any such notice, Echo which request shall include in such specify the Registrable Securities intended to be disposed of by the Shareholder, the Purchaser shall use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Purchaser has been so requested to register by each Holder (subject to Section 2.2(c))the Shareholder; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Purchaser shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall Purchaser may, at its election, give written notice of such determination and its reasons therefor to the Holders Shareholder and (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) registration, without prejudice, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities andsecurities. If an underwritten offering, any right of the Shareholder to participate in a registration pursuant to this Section 21.2 shall be conditioned upon it agreeing to offer and sell Registrable Securities in accordance with the case plan of each of (i) and (ii) directly above, without prejudice distribution applicable to the rights of the Holders other Purchaser Shares sought to request that be offered and sold in such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1registration.

Right to Include Registrable Securities. If Echo at any Following the issuance of Xxxxxx Common Stock to BCP pursuant to Section 4.1(b), each time following the commencement of the Second Echo Sale Window LWN proposes to register any of its equity securities Xxxxxx Common Stock under the Securities Act by (other than a registration on Form S-1 S-4 or Form S-3S-8, or any successor or other forms promulgated for similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretopurposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to each of the all Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer of the Holders of Registrable Securities the opportunity to register Holders' rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 5.1(a). Upon the written request of any Holder made within 30 days after the receipt of any such Holders notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder), made as promptly as practicable and in any event within three (3) Business Days after LWN will use its best efforts to effect the receipt of any such notice, Echo shall include in such registration under the Securities Act of all Registrable Securities which Echo LWN has been so requested to register by each Holder the Holders thereof; provided that (subject to Section 2.2(c)); provided, however, that i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo LWN shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securitiesproceed with the proposed registration, the Company and Echo shall LWN may, at its election, give written notice of such determination to each Holder and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) , and (ii) if such registration involves an underwritten offering by LWN (underwritten, at least in the case part, by Persons who are not Affiliates of a determination LWN), all Holders requesting to delay registering, shall be permitted to delay registering any have Registrable Securities for included in LWN's registration must sell their Registrable Securities to such underwriters who shall have been selected by LWN on the same period terms and conditions as the delay apply to LWN, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in registering combined primary and secondary offerings. If a proposed registration pursuant to this Section 5.1(a) involves such other securities andan underwritten public offering, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to any Holder making a request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo 5.1(a) in connection with such registration may elect in writing, prior to the effective date of its obligation the registration statement filed in connection with such registration, to effect any registration upon withdraw such request under Section 2.1and not to have such securities registered in connection with such registration.

Right to Include Registrable Securities. (a) If Echo at any time following the commencement an initial Public Offering of the Second Echo Sale Window Company’s securities, the Company proposes to register any of its equity securities under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), whether or not for sale for its own accounteffect a Piggyback Registration, it will each such time give prompt written notice (a “Notice of Piggyback Registration”) to each of the Holders Stockholders of its intention to do so (an “Incidental and of such Stockholders’ rights under this Article IV to participate in such Piggyback Registration, which Notice of Piggyback Registration Notice”) and shall include a description of the intended method of disposition of such notice shall offer securities. If any such Stockholder delivers a Request for Registration to the Holders Company within 15 days after such Stockholder receives a Notice of Registrable Securities Piggyback Registration, the opportunity Company will use its best efforts to register under such include in the registration statement relating to such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act Piggyback Registration all Registrable Securities which Echo the Company has been so requested to register by each Holder (subject to Section 2.2(c)); providedregister. Notwithstanding the foregoing, however, that if, at any time after giving written notice a Notice of its intention to register any equity securities Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Stockholder and, thereupon, (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)therewith) and (ii) in the case of a determination to delay registeringregistration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1securities.

Right to Include Registrable Securities. If Echo the Company at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act by registration on Form S-1 S-0, X-0 or Form S-3, S-3 or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (iifor registration on any such form or similar form(s) solely for registration of equity securities in connection with an employee benefit plan or plan, dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretoconsolidation), whether or not for sale for its own account, it the Company will each such time give prompt written notice to each of the Holders Mitsui of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register Mitsui’s rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 2.2. Upon the written request of any such Holders Mitsui (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such HolderMitsui), made as promptly as practicable and in any event within three (3) Business Days 30 days after the receipt of any such noticenotice (15 days if the Company states in such written notice or gives telephonic notice to Mitsui, Echo with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company shall use its reasonable best efforts to include in such registration under the Securities Act all Registrable Securities which Echo the Company has been so requested to register by each Holder (subject to Section 2.2(c)); provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior Mitsui. Notwithstanding anything to the effective date of the registration statement filed contrary contained in connection with such registration, Echo shall determine pursuant to a Board Resolution not to register or to delay registration of such equity securitiesthis Agreement, the Company and Echo shall give written notice of such determination and may in its reasons therefor discretion withdraw any registration commenced pursuant to this Section 2.2 without liability to the Holders and (i) in the case holders of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1Securities. No registration effected under this Section 2.2 shall relieve Echo the Company of its obligation to effect any registration upon request under Section 2.12.1 The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If Echo at any time following Whenever the commencement of the Second Echo Sale Window Company proposes to register the sale of any of its equity securities under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger other than on Form S-4 or Form S-8 promulgated under the Securities Act or any successor similar form theretothen in effect, the Company shall give written notice thereof to each Holder as soon as practicable (but in any event at least 30 days before such filing), whether or not for sale for its own account, it will each offering such time give prompt written notice to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities Holder the opportunity to register under on such registration statement such number of Registrable Securities as each such Holder may request in writing, subject to the provisions of section 3(b), not later than 20 days after the date of the giving of such notice (a "Piggyback Registration"). Upon receipt by the written request Company of any such Holders (which request request, the Company shall specify use reasonable efforts to, or in the maximum number case of an underwritten offering, to cause the managing underwriter or underwriters to, include such Registrable Securities intended to be registered by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act all statement (or in a separate registration statement concurrently filed) and to cause such registration statement to become effective with respect to such Registrable Securities which Echo has been so requested in accordance with the registration procedures set forth in Section 6 hereof. If the Company's registration is to register by each Holder (subject be effected pursuant to an underwritten offering, Registrable Securities registered pursuant to this Section 2.2(c)); provided3 shall be distributed in accordance with such offering. Notwithstanding the foregoing, however, that if, if at any time after giving written notice of its intention to register any its equity securities and prior to before the effective date effectiveness of the registration statement filed in connection with such registration, Echo shall determine pursuant to a Board Resolution the Company determines for any reason either not to register effect such registration or to delay registration of such equity securitiesregistration, the Company and Echo shall give may, at its election, by delivery of written notice of such determination and its reasons therefor to the Holders and each Holder (iA) in the case of a determination not to registereffect registration, Echo shall be relieved relieve itself of its obligation to register any the Registrable Securities in connection with such registration or (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) and (iiB) in the case of a determination to delay registeringregistration, shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering the registration of such other securities andequity securities. Each Holder requesting inclusion in a registration pursuant to this Section 3 may, at any time before the effective date of the registration statement relating to such registration, revoke such request by delivering written notice of such revocation to the Company (which notice shall be effective only upon receipt by the Company); provided, however, that if the Company, in consultation with its financial and legal advisors, determines that such revocation would materially delay the case of each of (i) and (ii) directly above, without prejudice to the rights registration or otherwise require a recirculation of the Holders prospectus contained in the registration statement, then such holder shall have no right to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of so revoke its obligation to effect any registration upon request under Section 2.1request.

Right to Include Registrable Securities. If Echo the Company at any time following prior to the commencement fifth anniversary of the Second Echo Sale Window effective date of the Company's first registration statement under the Securities Act proposes to register any of its equity securities under the Securities Act (other than by a registration on Form S-1 or Form S-3X-0, X-0 or any successor similar forms or similar form(s) (except registrations (i) any other form not available for registering the Registrable Securities for sale to the public and other than pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto2.1 hereof), whether or not for sale for its own account, it will each such time time, at least 15 days prior to filing the registration statement, give prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writingso. Upon the written request of Holders of an aggregate of at least 25,000 shares (appropriately adjusted for subdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of Registrable Securities, made within 15 days after the receipt of any such Holders notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by each such HolderHolder and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the Holders of such Registrable Securities, to the extent requisite to permit the disposition (subject determined pursuant to the provisions of Section 2.2(c)); provided2.1(b) hereof) of the Registrable Securities so to be registered, however, provided that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay expenses in accordance with Section 2.1(e) hereof), without prejudice, however, to the Registration Expenses in connection therewith rights of any Holder or Holders of Registrable Securities entitled to do so to request that such registration be effected as provided for in a registration under Section 2.2(d)) 2.1 hereof, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 2.2(a), for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 shall relieve Echo the Company of its obligation to effect any registration upon request under Section 2.12.1 hereof.

Right to Include Registrable Securities. If Echo at any Each time following the commencement of the Second Echo Sale Window Genesis proposes to register any of its equity securities under the Securities Act by (other than a registration on Form S-1 S-4 or Form S-3S-8, or any successor or other forms promulgated for similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretopurposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to each of the all Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register Holders' rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 11.1(a). Upon the written request of any Holder made within 15 days after the receipt of any such Holders notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder), made as promptly as practicable and in any event within three (3) Business Days after Genesis will use its best efforts to effect the receipt of any such notice, Echo shall include in such registration under the Securities Act of all Registrable Securities which Echo Genesis has been so requested to register by each Holder (subject to Section 2.2(c))the Holders thereof; provided, however, that (i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo Genesis shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securitiesproceed with the proposed registration, the Company and Echo shall Genesis may, at its election, give written notice of such determination to each Holder and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) , and (ii) if such registration involves an underwritten offering by Genesis (underwritten, at least in the case part, by Persons who are not Affiliates of a determination Genesis), all Holders requesting to delay registering, shall be permitted to delay registering any have Registrable Securities for included in Genesis' registration must sell their Registrable Securities to such underwriters who shall have been selected by Genesis on the same period terms and conditions as the delay apply to Genesis, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in registering combined primary and secondary offerings and such other securities and, differences as may be customary or appropriate in the case of each of (i) and (ii) directly above, without prejudice to the rights light of the fact that Genesis and such Holders may be selling different securities. If a proposed registration pursuant to this Section 11.1(a) involves such an underwritten public offering, any Holder making a request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo 11.1(a) in connection with such registration may elect in writing, prior to the effective date of its obligation the registration statement filed in connection with such registration, to effect any registration upon withdraw such request under Section 2.1and not to have such securities registered in connection with such registration.

Right to Include Registrable Securities. If Echo the Company at any time following after the commencement of the Second Echo Sale Window date hereof proposes to register any of its equity securities Common Stock under the Securities Act by (other than a registration on Form S-1 S-4 or Form S-3S-8, or any successor or other forms promulgated for similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretopurposes), whether or not for sale for its own accountaccount (but excluding in a registration under Section 3 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and of such notice shall offer the Holders of Registrable Securities the opportunity to register Holders’ rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 2. Upon the written request of any such Holders Holder made within 15 days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (subject to Section 2.2(c)); provided, however, that i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay proceed with the proposed registration of such equity securitiesthe securities to be sold by it, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and (i) in the case each Holder of a determination not to registerRegistrable Securities and, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) , and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the case of a determination to delay registering, shall be permitted to delay registering any Company’s registration must sell their Registrable Securities for to the underwriters selected by the Company on the same period terms and conditions as apply to the delay Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in registering combined primary and secondary offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such other securities andregistration may elect, in the case of each of (i) and (ii) directly above, without prejudice writing prior to the rights effective date of the Holders registration statement filed in connection with such registration, not to request that register such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1securities in connection with such registration.

Right to Include Registrable Securities. If Echo Subject to the permissibility of registering additional Registrable Securities pursuant to SEC Guidance, if at any time following the commencement there is not an effective Registration Statement covering all of the Second Echo Sale Window proposes Registrable Securities and if the Company shall determine to register any of its equity securities Common Shares under the Securities Act by (other than in a registration on Form S-1 S-4 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto to such forms and other than pursuant to Sections 2.1 and 2.2) and files (i) a shelf registration statement or (iiiii) in connection with any acquisition a registration statement, other than a shelf registration statement, or merger on Form S-4 proposes to do a take down off of an effective shelf registration statement, whether or any successor form thereto), not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least 15 days prior to each the filing of such registration statement or 5 days prior to the filing of any preliminary prospectus supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to Rule 424(b) (if no preliminary prospectus supplement is used)) to all Holders of Registrable Securities of its intention to do so undertake such registration or offering, describing in reasonable detail the proposed registration and distribution (an “Incidental Registration Notice”including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such notice shall offer the Holders of Registrable Securities the opportunity Holders’ right to register under participate in such registration statement such number under this Section 2.3 as hereinafter provided. Subject to the other provisions of Registrable Securities as each such Holder may request in writing. Upon this paragraph (a) and Section 2.3(b), upon the written request of any Holder made within ten days in the case of a registration statement, or three days in the case of a prospectus supplement or preliminary prospectus supplement, after the receipt of such Holders written notice (which request shall specify the maximum number amount of Registrable Securities intended to be registered by such Holderand the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo Company shall include in such effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (an “Incidental Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which Echo has been so requested covers the securities which the Company proposes to register by each Holder (subject and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 2.2(c))4; provided, however, that ifother than in connection with an Incidental Registration involving an Underwritten Offering, the Company shall not be required to register any Registrable Securities pursuant to this Section 2.3(a) that are the subject of a then effective Registration Statement. If the Holders of any Registrable Securities that are the subject of a then effective Registration Statement have requested to participate in an Incidental Registration involving an Underwritten Offering pursuant to this Section 2.3(a), the Company may in its option effect the registration of such Registrable Securities and the participation of such Holders in the Underwritten Offering by any means allowable under the Securities Act, including the use of a prospectus pursuant to Rule 429. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time up to and including the time of pricing of the Incidental Registration Statement (and for any reason), revoke such request by delivering written notice to the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any equity securities and prior up to and including the effective date time of pricing of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith therewith), without prejudice, however, to the rights of Holders to cause such registration to be effected as provided for in a registration under Section 2.2(d)) 2.3 and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities andsecurities; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the case preceding paragraph. There is no limitation on the number of each of (i) and (ii) directly above, without prejudice such Incidental Registrations pursuant to this Section 2.3 which the Company is obligated to effect. The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 2.3 shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation to effect any registration upon request under Section 2.12 hereof.

Right to Include Registrable Securities. If Echo at any Each time following after the commencement one year anniversary of the Second Echo Sale Window Company’s Initial Public Offering that the Company proposes for any reason to register any of its equity securities of the same class as the Registrable Securities under the Securities Act by Act, either for its own account or for the account of a stockholder or stockholders exercising demand registration on Form S-1 or Form S-3, or any successor or similar form(s) rights (except registrations (i) other than Demand Registrations pursuant to Section 2.1, 1.2 hereof) (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretoa “Proposed Registration”), whether or not for sale for its own account, it will each such time the Company shall promptly give prompt written notice (which notice shall be given not less than thirty (30) days prior to each the expected filing date of the Holders Proposed Registration and shall describe the intended method of its intention distribution for the offering relating to do so (an “Incidental the Proposed Registration) of such Proposed Registration Notice”) and such notice shall offer the to all Holders of Registrable Securities and shall offer such Holders the opportunity right to register under request inclusion of any of such registration statement such number of Holder’s Registrable Securities as each such Holder may request in writing. Upon the written request of any such Holders Proposed Registration (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act all Registrable Securities which Echo has been so requested to register by each Holder (subject to Section 2.2(c)a “Piggyback Registration”); provided, however, that if, at the Holders shall have no right to include Registrable Securities in a registration (i) pursuant to a Registration Statement on Form S-8 (or any time after giving written notice of its intention successor form) (or other registration solely relating to register any equity securities and prior an offering or sale to the effective date employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or any successor form), (iii) that relates to a transaction subject to Rule 145 under the Securities Act (or any successor rule thereto), (iv) pursuant to a registration statement filed initiated under the Existing Stockholders’ Agreement or (v) in connection with such registration, Echo shall determine pursuant to a Board Resolution not to register any dividend or to delay registration of such equity securities, the Company and Echo shall give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1distribution reinvestment or similar plan. No registration effected under pursuant to this Section 2.2 1.3 shall relieve Echo the Company of its obligation to effect any registration upon request under a Demand Registration, as contemplated by Section 2.11.2 hereof. The rights to Piggyback Registration may be exercised on an unlimited number of occasions.

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window Newmark proposes to register (including for this purpose a registration effected by Newmark for security holders of Newmark other than any Holder) securities which may include any shares of its equity securities Newmark Common Stock and to file a Registration Statement with respect thereto under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto)Act, whether or not for sale for its own accountaccount (other than pursuant to (i) a registration statement on Form X-0, it Xxxx X-0 or any successor or similar forms; or (ii) a registration statement for the sales of Registrable Securities issuable or issued upon exchange, conversion or sale of any Newmark Holdings Exchangeable Limited Partnership Interests held by any member of the Cantor Group), in a manner that would permit registration of Registrable Securities for resale to the public under the Securities Act (a “Public Offering”), Newmark will each such time promptly give prompt written notice to each of the Holders of (a) its intention to do so so, (an b) the form of registration statement of the SEC that has been selected by Newmark and (c) the rights of Holders under this Article III (the “Incidental Registration Article III Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing). Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and Newmark will include in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act Public Offering all Registrable Securities which Echo has been so that Newmark is requested in writing, within 15 days after the date the Article III Notice is delivered by Newmark, to register by each Holder the Holders thereof (subject to Section 2.2(c)each, a “Piggy-back Registration”); provided, however, that (A) if, at any time after giving written notice of its intention to register any equity securities the Article III Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationtherewith, Echo Newmark shall determine pursuant to a Board Resolution not to register or to delay registration of abandon such equity securitiesPublic Offering, the Company and Echo shall Newmark may give written notice of such determination to all Holders who so requested registration, and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo thereafter Newmark shall be relieved of its obligation to register any Registrable Securities in connection with such registration abandoned Public Offering (but without prejudice to the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dother rights of Holders under this Article III)) , and (iiB) in the case of a determination to delay registering, Newmark shall be permitted to delay registering any Registrable Securities such Public Offering for the same period and under the same circumstances as the delay set forth in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.12.3. No registration Piggy-back Registration effected by Newmark under this Section 2.2 Article III shall relieve Echo Newmark of its obligation obligations to effect any registration upon request Demand Registrations under Article II, except as otherwise set forth in Section 2.12.2.

Right to Include Registrable Securities. If Echo Subject to Section 4.3, if the Company or any other issuer of Registrable Securities at any time following the commencement of the Second Echo Sale Window or from time to time proposes to register any shares of its equity securities or Registrable Securities under the Securities Act by (other than in a registration on Form S-1 S-4 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto to such forms or (iii) in connection with any acquisition an exchange offer or merger on Form S-4 an offering of securities solely to the existing stockholders or any successor form theretoemployees of the Company), whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) undertake such registration and of such notice shall offer Holders' rights to participate in such registration to the Holders extent of their holdings of Piggyback Registrable Securities under this Section 4 as hereinafter provided. The Company shall use its reasonable best efforts to effect the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act of all Piggyback Registrable Securities with respect to which Echo the Company receives a request for registration from the Holders thereof by written notice to the Company within 15 Business Days after the date of the Company's notice to such Holders of its intended registration (which notice by Holders shall specify the amount of such Piggyback Registrable Securities to be registered, which amount for each Holder must equal or exceed the lesser of (i) half of all Piggyback Registrable Securities that such Holder either owns or has been so requested the right to acquire or (ii) 10,000 shares), to the extent necessary to permit their disposition in accordance with the Company's intended methods thereof of all such Piggyback Registrable Securities by including such Piggyback Registrable Securities in the registration statement pursuant to which the Company proposes to register by each Holder the securities (subject to Section 2.2(c)a "Piggyback Registration"); provided, however, that ifif such registration involves an underwritten offering, all Holders requesting inclusion in the registration shall be required to sell such Piggyback Registrable Securities to the underwriters selected by the Company at the same price and on the same terms of underwriting applicable to the Company and any other Persons selling securities. Holders desiring to participate in a Piggyback Registration shall be bound by the Company's intended method of disposition of shares thereunder. The Holders requesting inclusion in a registration pursuant to this Section 4 may, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with relating to such registration, Echo shall determine pursuant revoke such request by delivering written notice to a Board Resolution not to register or to delay registration of such equity securities, the Company and Echo shall give written notice of revoking such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo requested inclusion. All requests for Piggyback Registration under this Section 4 shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration request, and shall not be effected as a registration counted as, the sole Demand Registration or Shelf Registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.13 above.

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window Company proposes to register any of its equity securities Common Stock under the Securities Act (other than a Registration Statement filed by registration the Company on Form S-1 S-4 or Form S-3S-8, or any successor or other forms promulgated for similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) purposes or filed solely for registration of equity securities in connection with an exchange offer or any employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretoplan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and of such notice shall offer the Holders of Registrable Securities the opportunity to register Holders’ rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 2. Upon the written request of any such Holders Holder made within five days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (subject to Section 2.2(c)); provided, however, that i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay proceed with the proposed registration of such equity securitiesthe securities to be sold by it, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and (i) in the case each Holder of a determination not to registerRegistrable Securities and, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) , and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the case of a determination to delay registering, shall be permitted to delay registering any Company’s registration must sell their Registrable Securities for to the underwriters selected by the Company on the same period terms and conditions as apply to the delay Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in registering combined primary and secondary offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such other securities andregistration may elect, in writing at least two business days prior to the case effective date of each the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. The Company shall not be required to maintain the effectiveness of the Registration Statement for a registration requested pursuant to this Section 2(a) beyond the earlier to occur of (i) 180 days after the effective date thereof and (ii) directly above, without prejudice to the rights consummation of the distribution by the Holders to request that of the Registrable Securities included in such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1Registration Statement.

Right to Include Registrable Securities. If Echo Commencing on the date of this Agreement, if the Company, at any time following the commencement of the Second Echo Sale Window or from time to time, proposes to register any of its equity securities under the Securities Act by (other than in a registration on Form S-1 S-4 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto to such forms and other than pursuant to Sections 2.1 or (iii2.2) in connection with any acquisition whether or merger on Form S-4 or any successor form thereto), not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least 30 days prior to each such proposed registration) to all Holders of the Holders Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (an “Incidental Registration Notice”including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such notice shall offer the Holders of Registrable Securities the opportunity Holders' right to register under participate in such registration statement such number under this Section 2.3 as hereinafter provided. Subject to the other provisions of Registrable Securities as each such Holder may request in writing. Upon this paragraph (a) and Section 2.3(b), upon the written request of any Holder made within 20 days after the receipt of such Holders written notice (which request shall specify the maximum number amount of Registrable Securities intended to be registered by such Holderregistered), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo Company shall include in such effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (an "Incidental Registration"), to the extent required to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which Echo has been so requested covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Article IV. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by each Holder (subject delivering written notice to Section 2.2(c)); provided, however, that if, the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith therewith), without prejudice, however, to the rights of Holders to cause such registration to be effected as provided for in Section 2.2(d)) a registration under Sections 2.1 or 2.2, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities andsecurities; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the case preceding paragraph. There is no limitation on the number of each of (i) and (ii) directly above, without prejudice such Incidental Registrations pursuant to this Section 2.3 which the Company is obligated to effect. The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 2.3 shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation to effect any registration upon request under Section 2.1Article II hereof.

Right to Include Registrable Securities. If Echo the Company at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act (other than by a registration on Form S-1 S-4 or Form S-3, S-8 or any successor or similar form(s) (except registrations (i) form and other than pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), whether or not for sale for its own account, it will each such time give prompt written notice to each of the all Holders of its intention to do so (an “Incidental Registration Notice”) so, specifying the intended method of disposition thereof, and of such notice shall offer the Holders of Registrable Securities the opportunity to register Holders’ rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 2.2. Upon the written request of any such Holders Holder made within 30 days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such HolderHolder and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the Holders thereof, to the extent requisite to permit the disposition (subject in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to Section 2.2(c)); providedbe registered, however, provided that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder and, thereupon, (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith therewith), without prejudice, however, to the rights of any Holder or Holders entitled to do so to request that such registration be effected as provided for in a registration under Section 2.2(d)) 2.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 shall be deemed to have been effected pursuant to Section 2.1 or shall relieve Echo the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If Echo If, at any time following after the commencement date of this Agreement, the Second Echo Sale Window Company proposes to register any of its equity securities under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto)Act, whether or not for sale for its own accountaccount or for the account of any other person, it on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, so long as any holder of Registrable Securities cannot sell all of such Registrable Securities pursuant to Rule 144 under the Securities Act, the Company will each such time give prompt written notice to each such holder(s) of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) so, describing such securities and specifying the form and manner and the other relevant facts involved in such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon proposed registration, and upon the written request of any such Holders holder delivered to the Company within ten (10) business days after the giving of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holderholder and the intended method or methods of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the holders of Registrable Securities (subject hereinafter "Requesting Holder"), to Section 2.2(c)); providedthe extent requisite to permit the disposition of the Registrable Securities in accordance with the intended methods thereof as specified by the holders of a majority of the Registrable Securities so to be registered, however, that provided that: (i) if, at any time after giving such written notice of its intention to register any equity of its securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination to each Requesting Holder and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in subdivision (b) of this Section 2.2(d4.2)) and ; (ii) if (A) the registration so proposed by the Company involves an underwritten offering of the securities so being registered, whether or not for sale for the account of the Company, to be distributed by or through one (1) or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, (B) the Company proposes that the securities to be registered in such underwritten offering will not include all of the Registrable Securities requested to be so included, and (C) the managing underwriter of such underwritten offering shall advise the Company and the Requesting Holders in writing that, in its judgment, the distribution of all or a specified portion of the Registrable Securities requested to be so included concurrently with the securities being distributed by such underwriters will adversely affect the distribution of such securities by such underwriters, then the Company may require, by written notice to each such holder, that the distribution of all or a specified portion of such Registrable Securities be excluded from such distribution (in case of an exclusion of a determination portion of such Registrable Securities, such portion to delay registeringbe allocated among such holders in proportion to the respective numbers of shares of Registrable Securities owned by such holders) provided that, the number of shares of Registrable Securities included shall be permitted reduced pro rata with any securities being offered for the account of any Person other than the Company (other than pursuant to delay registering the "demand" registration rights of such Person); (iii) the Company shall not be obligated to effect any registration of Registrable Securities under this Section 4.2 incidental to the registration of any of its securities in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans or stock option or other employee benefit plans or incidental to the registration of any non-equity securities not convertible into equity securities; (iv) the Company shall not be required to include any Registrable Securities for in any registration statement pursuant to this Section 4.2 if the same period as Requesting Holders can at the delay in registering such other time of the request sell the securities and, requested to be so included in the case of each of registration statement pursuant to Rule 144 under the Securities Act; and (iv) and (ii) directly abovethe Company may, without prejudice but shall not be obligated to, effect any registrations pursuant to the rights of the Holders to request that such registration be effected as a registration under this Section 2.14.2. No registration registrations of Registrable Securities effected under this Section 2.2 4.2 shall relieve Echo the Company of its obligation to effect any registration upon request under of Registrable Securities pursuant to Section 2.14.1.

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window Company proposes to register any of its equity securities Common Stock under the Securities Act (other than any registration of public sales or distributions solely by registration on Form S-1 and for the account of the Company of securities issued (x) pursuant to any employee benefit or Form S-3similar plan, including employee stock and stock option plans, or any successor dividend reinvestment plan or similar form(s(y) (except registrations (i) pursuant to Section 2.1in any acquisition by the Company), (ii) solely for registration of equity securities either in connection with an employee benefit plan a primary offering for cash for the account of the Company or dividend reinvestment plan on Form S-8 a secondary offering or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto)a combination thereof, whether or not for sale for its own accountthe Company will, each time it will each intends to effect such time a registration, give prompt written notice to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the all Holders of Registrable Securities at least fifteen (15) business days prior to the opportunity anticipated filing date of a Registration Statement with the SEC pertaining thereto, informing such Holders of its intent to register under file such Registration Statement and of the Holders’ rights to request the registration statement such number of the Registrable Securities held by the Holders under this Section 2(b) (the “Company Notice”); provided, that if in the reasonable opinion of the Company such fifteen (15) business day period would materially interfere with the ability of the Company to effect a registration and issue and sell securities pursuant to such registration, such period may be reduced to a period of not less than ten (10) business days as each such Holder may request in writingreasonably determined by the Company. Upon the written request of any Holder made within seven (7) business days after any such Holders Company Notice is given (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such HolderHolder and, unless the applicable registration is intended to effect a primary offering of shares of Common Stock for cash for the account of the Company, the intended method of distribution thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder such Holders to the extent required to permit the disposition (subject in accordance with the intended methods of distribution thereof) of the Registrable Securities so requested to Section 2.2(c))be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation (other than as set forth in Section 2(a) hereof) to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith as provided for in Section 2.2(d)therewith) and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering registration of any Registrable Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice securities. The registration rights granted pursuant to the provisions of this Section 2(b) shall be in addition to the registration rights granted pursuant to the other provisions of the Holders to request that such registration be effected as a registration under this Section 2.1. No 2, and no registration effected under this Section 2.2 2(b) shall relieve Echo the Company of its obligation obligations to effect any registration upon request a Required Registration under Section 2.12(a), other than as set forth in Section 2(a)(iv).

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window Company proposes to register any of its equity securities IDSs or Common Stock under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations other than: (i) pursuant to Section 2.1, (ii) solely for a registration of equity securities in connection with an employee stock option or other benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or plan; (iiiii) in connection with any acquisition or merger a registration on Form S-4 or any successor form theretoor similar form; (iii) an Exchange Shelf Registration; or (iv) a similar registration under Canadian Securities Laws) and applicable Canadian Securities Laws (or under the Securities Act or applicable Canadian Securities Laws if the offering will not be registered under both the Securities Act and applicable Canadian Securities Laws), whether or not for sale for its own accountaccount (and including any registration pursuant to a request or demand registration right of any other person), it at any time, then the Company will each such time time, subject to the provisions of Section 4.2 hereof, give prompt written notice to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and of the Holders’ rights under this Article IV, at least 30 days prior to the anticipated filing date of the registration statement relating to such registration. Such notice shall offer the Holders of Registrable Securities the opportunity to register under include in such registration statement such number of Registrable Securities as each such Holder may request in writingrequest. Upon the written request of any such Holders Holder made within 15 days after the receipt of the Company’s notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo Company shall include in such use its commercially reasonable efforts to effect the proposed registration under the Securities Act and, if applicable, Canadian Securities Laws of all Registrable Securities which Echo the Company has been so requested to register by each such Holder to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (subject i) if such registration involves an underwritten offering, any such Holder must sell its Registrable Securities to Section 2.2(c)); provided, however, the underwriters selected by the Company on the same terms and conditions as apply to the Company (except that indemnification obligations of any such Holder shall be limited to those obligations set forth in Article VII hereof) and (ii) if, at any time after giving written notice of its intention to register any equity securities pursuant to this Section 4.1 and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall give written notice of to each such determination and its reasons therefor to the Holders and (i) in the case of a determination not to registerHolder and, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration. If a registration (but pursuant to this Section 4.1 involves an underwritten public offering, any such Holder may elect, in writing no less than five business days prior to the Company shall not be relieved from any obligation to pay effective date of the Registration Expenses registration statement filed in connection therewith as provided for with such registration, not to register such securities in Section 2.2(d)) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering connection with such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1registration. No registration effected under this Section 2.2 Article IV shall relieve Echo the Company of its obligation obligations to effect any registration registrations upon request under Section 2.1Article III hereof. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Article IV.

Right to Include Registrable Securities. If Echo the Company at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act by registration on Form S-1 or Form S-3Forms X-0, X-0, X-0 or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (iireg- istrations on such Forms or similar form(s) solely for registration regis- tration of equity securities in connection with (i) an employee benefit bene- fit plan or dividend reinvestment plan on Form S-8 or any successor form thereto a merger or xxxxxxx- dation or (iiiii) in connection with any acquisition or merger on Form S-4 or any successor form theretodebt securities which are not convertible into Common Stock), whether or not for sale for its own account, it will shall, subject to Section 2.8, each such time give prompt written notice to each of the Holders RHI of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer of RHI's rights under this Section 2.2 at least 15 days prior to the Holders filing of Registrable Securities the opportunity a registration statement with respect to register under such registration statement such number of Registrable Securities as each such Holder may request in writingwith the Commission. Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), RHI made as promptly as practicable and in any event within three (3) Business Days 5 business days after the receipt of any such notice, Echo which request shall include in such spec- ify the Registrable Securities intended to be disposed of by RHI, the Company shall, subject to Section 2.7, use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder (subject to Section 2.2(c))RHI; provided, howeverthat with respect to registrations effected for the account of another holder of securities of the Company, RHI's rights to include Registrable Securities will be subject to the consent of such other holder under agreements existing as of the date of this Agreement; provided, further, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection con- nection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders RHI and (i) in the case of a determination not to register, Echo shall be relieved of its obligation obliga- tion to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation of the Company to pay the Registration Expenses in connection therewith therewith), without prejudice; provided, however, that RHI may request that such registration be effected as provided for in a registration under Section 2.2(d)) 2.1 hereof and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Regis- trable Securities for the same period as the delay in registering register- ing such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 shall relieve Echo the Company of its obligation to effect any registration upon request demand under Section 2.1. The Company shall pay all Registration Expenses in connection with registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window Corporation proposes to register (including for this purpose a registration effected by the Corporation for security holders of the Corporation other than the Holder) any of its equity securities and to file a Registration Statement with respect thereto under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto)1933 Act, whether or not for sale for its own accountaccount in a manner that would permit registration of Registrable Securities for sale to the public under the 1933 Act (a “Public Offering”), it the Corporation will each such time promptly give prompt written notice to each of the Holders Holder (i) of its intention to do so so, (an ii) of the form of registration statement of the SEC that has been selected by the Corporation and (iii) of rights of Holder under this Section (the “Incidental Registration Section 2 Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing). Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall The Corporation will include in such registration under the Securities Act case of a proposed Public Offering all Registrable Securities which Echo has been so that the Corporation is requested in writing, within 15 days after the Section 2 Notice is given, to register by each the Holder thereof (subject to Section 2.2(c)a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention to register any equity securities Registrable Securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Echo the Corporation shall determine pursuant to a Board Resolution not to register or to delay registration that none of such equity securitiesRegistrable Securities shall be registered, the Company and Echo shall Corporation may, at its election, give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to registerHolder if Holder shall have requested registration and, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) abandoned registration, and (iiy) in the case of a determination by the Corporation to delay registeringregistration of Registrable Securities, the Corporation shall be permitted to delay registering any the registration of such Registrable Securities pursuant to this Section for the same period as the delay in registering such other securities andRegistrable Securities by the Corporation, as the case may be or may abandon the registration of Registrable Securities, in the case of each of (i) and (ii) directly above, without prejudice to the rights sole discretion of the Holders to request that such registration be effected as a registration under Section 2.1Corporation. No registration effected under this Section 2.2 for less than all the Registrable Securities shall relieve Echo the Corporation of its obligation obligations to effect future registrations of any remaining Registrable Securities. The expenses of a withdrawn registration upon request under Section 2.1shall be borne by the Corporation.

Right to Include Registrable Securities. If Echo the Company at any time following after the commencement of the Second Echo Sale Window date hereof proposes to register any of its equity securities Common Stock under the Securities Act by (other than a registration on Form S-1 S-4 or Form S-3S-8, or any successor or other forms promulgated for similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretopurposes), whether or not for sale for its own account, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and of such notice shall offer the Holders of Registrable Securities the opportunity to register Holders' rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 3. Upon the written request of any such Holders Holder made within 15 days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder (subject to Section 2.2(c))the Holders thereof; provided, however, that (i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay proceed with the proposed registration of such equity securitiesthe securities to be sold by it, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and (i) in the case each Holder of a determination not to registerRegistrable Securities and, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) , and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the case of a determination to delay registering, shall be permitted to delay registering any Company's registration must sell their Registrable Securities for to the underwriters selected by the Company on the same period terms and conditions as apply to the delay Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in registering combined primary and secondary offerings. If a registration requested pursuant to this Section 3(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such other securities andregistration may elect, in the case of each of (i) and (ii) directly above, without prejudice writing prior to the rights effective date of the Holders registration statement filed in connection with such registration, not to request that register such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1securities in connection with such registration.

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window Xxxx proposes to register (including for this purpose a registration effected by Xxxx for security holders of Xxxx other than any Holder) securities that may include any shares of its equity securities Xxxx Common Stock and to file a Registration Statement with respect thereto under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto)Act, whether or not for sale for its own accountaccount (other than pursuant to a registration statement on Form X-0, it Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for resale to the public under the Securities Act (a “Public Offering”), Xxxx will at each such time promptly give prompt written notice to each of the Holders of (a) its intention to do so so, (an b) the form of registration statement of the SEC that has been selected by Xxxx and (c) the rights of Holders under this Article III (the “Incidental Registration Article III Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing). Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and Xxxx will include in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act Public Offering all Registrable Securities which Echo has been so that Xxxx is requested in writing, within fifteen (15) days after the date the Article III Notice is delivered by Xxxx, to register by each Holder the Holders thereof (subject to Section 2.2(c)each, a “Piggy-back Registration”); provided, however, that (i) if, at any time after giving written notice of its intention to register any equity securities the Article III Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationtherewith, Echo Xxxx shall determine pursuant to a Board Resolution not to register or to delay registration of abandon such equity securitiesPublic Offering, the Company and Echo shall Xxxx may give written notice of such determination to all Holders who so requested registration, and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo thereafter Xxxx shall be relieved of its obligation to register any Registrable Securities in connection with such registration abandoned Public Offering (but without prejudice to the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dother rights of Holders under this Article III)) , and (ii) in the case of a determination to delay registering, Xxxx shall be permitted to delay registering any Registrable Securities such Public Offering for the same period and under the same circumstances as the delay set forth in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.12.3. No registration Piggy-back Registration effected by Xxxx under this Section 2.2 Article III shall relieve Echo Xxxx of its obligation obligations to effect any registration upon request Demand Registrations under Article II, except as otherwise set forth in Section 2.12.2.

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window Wyndham proposes to register any of its equity securities their Preferred Stock or Common Stock under the Securities Act (other than (A) any registration of public sales or distributions solely by registration on Form S-1 and for the account of Wyndham of securities issued (x) pursuant to any employee benefit or Form S-3similar plan or any dividend reinvestment plan or (y) in any acquisition by Wyndham, or any successor or similar form(s) (except registrations (iB) pursuant to Section 2.12(a) hereof), (ii) solely for registration of equity securities either in connection with an employee benefit plan a primary offering for cash for the account of Wyndham or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto)a secondary offering, whether or not for sale for its own accountWyndham will, each time it will each intends to effect such time a registration, give prompt written notice to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the all Initial Holders of Registrable Securities at least 10 business days prior to the opportunity initial filing of a Registration Statement with the SEC pertaining thereto, informing such Initial Holders of its intent to register under file such Registration Statement and of the Holders' rights to request the registration statement such number of the Registrable Securities as each such Holder may request in writingheld by the Holders under this Section 2(b) (the "Company Notice"). Upon the written request of any Initial Holder made within 7 business days after any such Holders Company Notice is given (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Initial Holder and such Initial Holder's Permitted Transferees and, unless the applicable registration is intended to effect a primary offering of Preferred Stock or Common Stock for cash for the account of Wyndham, the intended method of distribution thereof), made as promptly as practicable and in any event within three (3) Business Days after Wyndham will use all reasonable efforts to effect the receipt of any such notice, Echo shall include in such registration under the Securities Act of all Registrable Securities which Echo Wyndham has been so requested to register by each Holder such Initial Holders to the extent required to permit the disposition (subject in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to Section 2.2(c))effect a primary offering for cash for the account of Wyndham, in accordance with Wyndham's intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by Wyndham for such Incidental Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, Echo Wyndham shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall Wyndham may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Initial Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, Echo Wyndham shall be relieved of its their obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any their obligation to pay the Registration Expenses incurred in connection therewith as provided for in Section 2.2(dtherewith)) , and (iiB) in the case of a determination to delay registeringsuch registration, Wyndham shall be permitted to delay registering registration of any Registrable Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice securities. The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 2(b) shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation to effect any registration upon request under Section 2.1this Section.

Right to Include Registrable Securities. If Echo Except in the case of a Qualified IPO that is consummated on or before March 31, 1997, if the Company at any time proposes to effect a Qualified IPO or, following the commencement of the Second Echo Sale Window a Qualified IPO, proposes to register any of its equity securities under the Securities Act (other than by a registration on Form S-1 S-4 or Form S-3, S-8 or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretoforms), whether or not for sale for its own account, it in a manner which would permit registration of Registrable Securities for sale to the public under the Act, then the Company will each such time give prompt written notice (which shall be at least 30 days prior to each filing) to all Eligible Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and of such notice shall offer the Holders of Registrable Securities the opportunity to register Eligible Holders' rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Paragraph 1. Upon the written request of any such Holders Eligible Holder made within 20 days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such HolderEligible Holder and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the holders thereof, to the extent requisite to permit the disposition (subject in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to Section 2.2(c))be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register or in a separate registration statement concurrently filed and on terms substantially the same as those being offered to the Company; provided, however, PROVIDED that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Eligible Holder of Registrable Securities and, thereupon: (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) and , and (ii) in the case of a determination to delay in registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1securities.

Right to Include Registrable Securities. If Echo the Purchaser at any --------------------------------------- time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act by registration on Form S-1 or Form Forms X- 0, X-0, S-3, ) or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) on such forms or similar forms solely for registration of equity securities in connection with (i) an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto a merger or consolidation or (iiiii) in connection with any acquisition or merger on Form S-4 or any successor form theretodebt securities which are not convertible into Common Stock), whether or not for sale for its own account, it will shall each such time give prompt written notice to each of the Holders Stockholder of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer at least 30 days prior to the Holders anticipated filing date of Registrable Securities the opportunity a registration statement with respect to register under such registration statement such number of Registrable Securities as each such Holder may request in writingwith the Commission. Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), Stockholder made as promptly as practicable and in any event within three (3) Business Days 10 business days after the receipt of any such notice, Echo which request shall include in such specify the Registrable Securities intended to be disposed of by the Stockholder, the Purchaser shall use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Purchaser has been so requested to register by each Holder (subject to Section 2.2(c))the Stockholder; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Purchaser shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall Purchaser may, at its election, give written notice of such determination and its reasons therefor to the Holders Stockholder and (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration, without prejudice, provided, however, that the Stockholder may request that such registration (but be effected as a registration under Section 9.2. hereof if such registration right was then available to the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Stockholder under Section 2.2(d)9.2 hereof) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities andsecurities. If an underwritten offering, any right of the Stockholder to participate in a registration pursuant to this Section 9.3 shall be conditioned upon it agreeing to offer and sell Registrable Securities in accordance with the case plan of each of (i) and (ii) directly above, without prejudice distribution applicable to the rights of the Holders other Purchaser Shares sought to request that be offered and sold in such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1registration.

Right to Include Registrable Securities. If Echo the Company at any time following prior to the commencement fifth anniversary of the Second Echo Sale Window effective date of the Company's first registration statement under the Securities Act proposes to register any of its equity securities under the Securities Act (other than by a registration on Form S-1 or Form S-3S-8, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor similar forms or any other form theretonot availablx xxx xxgistering the Registrable Securities for sale to the public and other than pursuant to Section 2.1 hereof), whether or not for sale for its own account, it will each such time time, at least 15 days prior to filing the registration statement, give prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writingso. Upon the written request of Holders of an aggregate of at least 25,000 shares (appropriately adjusted for subdivisions and combinations of shares of Common Stock and dividends on Common Stock payable in shares of Common Stock hereafter) of Registrable Securities, made within 15 days after the receipt of any such Holders notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by each such HolderHolder and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the Holders of such Registrable Securities, to the extent requisite to permit the disposition (subject determined pursuant to the provisions of Section 2.2(c)); provided2.1(b) hereof) of the Registrable Securities so to be registered, however, provided that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay expenses in accordance with Section 2.1(e) hereof), without prejudice, however, to the Registration Expenses in connection therewith rights of any Holder or Holders of Registrable Securities entitled to do so to request that such registration be effected as provided for in a registration under Section 2.2(d)) 2.1 hereof, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities being registered pursuant to this Section 2.2(a), for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 shall relieve Echo the Company of its obligation to effect any registration upon request under Section 2.12.1 hereof.

Right to Include Registrable Securities. (i) If Echo the Company at any time following the commencement of the Second Echo Sale Window or from time to time proposes to register any of its equity securities under the Securities 1933 Act by (other than in a registration on Form S-1 S-4 (solely as to the issuance of the shares in the applicable business combination) or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto to such forms) whether or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least fifteen (15) calendar days prior to each the filing of the Holders such proposed registration) to all Investors of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (an “Incidental Registration Notice”including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such notice shall offer the Holders of Registrable Securities the opportunity Holders’ right to register under participate in such registration statement such number under this Section 2.2 as hereinafter provided. Subject to the other provisions of Registrable Securities as each such Holder may request in writing. Upon this paragraph (a) and Section 2.2(b), upon the written request of any Investor made within ten (10) calendar days after the receipt of such Holders written notice (which request shall specify the maximum number amount of Registrable Securities intended to be registered by such Holderand the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo Company shall include in such effect the registration under the Securities 1933 Act of all Registrable Securities requested by Investors to be so registered (an “Incidental Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which Echo has been so requested covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 3. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Investor. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the Effective Date of the applicable Registration Statement (and for any reason), revoke such request by each Holder delivering written notice to the Company revoking such requested inclusion. (subject to Section 2.2(c)); provided, however, that if, ii) If at any time after giving written notice of its intention to register any equity securities and prior to the effective date Effective Date of the registration statement Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Investor and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith therewith), without prejudice, however, to the rights of the Holders to cause such registration to be effected as provided for in a registration under Section 2.2(d)) 2.1, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities andsecurities; provided, however, that if such delay shall extend beyond ninety (90) days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give the Investors the opportunity to participate therein and shall follow the notification procedures set forth in the case preceding paragraph. There is no limitation on the number of each of such Incidental Registrations pursuant to this Section 2.2 which the Company is obligated to effect. (iiii) and (ii) directly above, without prejudice The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation to effect any registration upon request under Section 2.12 hereof.

Right to Include Registrable Securities. If Echo at any time If, following the commencement expiration of the Second Echo Sale Window Lock-Up Period, the Company proposes to register any of its equity securities Common Stock under the Securities Act (other than pursuant to a Registration Statement filed by registration the Company on Form S-1 S‑4 or Form S-3S‑8, or any successor or other forms promulgated for similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) purposes or filed solely for registration of equity securities in connection with an exchange offer or any employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretoplan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and of such notice shall offer the Holders of Registrable Securities the opportunity to register Holders’ rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 2. Upon the written request of any such Holders Holder made within seven calendar days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the Holders thereof, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that (subject to Section 2.2(c)); provided, however, that i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay proceed with the proposed registration of such equity securitiesthe securities to be sold by it, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and (i) in the case each Holder of a determination not to registerRegistrable Securities and, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses registration expenses pursuant to Section 6 hereof in connection therewith as provided for in Section 2.2(dtherewith)) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders of Registrable Securities to request that such registration be effected as a registration under Section 2.13, and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration and to participate in the underwritten offering must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability, as are customary in combined primary and secondary offerings by the Company and the Investor. No If a registration effected under requested pursuant to this Section 2.2 2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing at least two business days prior to the effective date of the Registration Statement filed in connection with such registration or, in the case of a takedown from a Shelf Registration Statement, prior to the launch of such takedown, not to register such securities in connection with such registration. The Company shall relieve Echo not be required to maintain the effectiveness of its obligation the Registration Statement for a registration requested pursuant to effect any this Section 2(a) beyond the earlier to occur of (i) 180 calendar days after the effective date thereof and (ii) consummation of the distribution by the Holders of the Registrable Securities included in such Registration Statement. Any Holder of Registrable Securities who has elected to sell Registrable Securities in an offering pursuant to this Section 2 shall be permitted to withdraw from such registration upon request under by written notice to the Company if the price to the public at which the Registrable Securities are proposed to be sold will be less than 90% of the average closing price of the class of stock being sold in the offering during the 10 trading days preceding the date on which the notice of such offering was given pursuant to this Section 2.12(a).

Right to Include Registrable Securities. If Echo at any time following from and after consummation of a Qualified IPO, the commencement of the Second Echo Sale Window Company proposes to register any of its equity securities Common Stock under the Securities Act (other than (A) any registration of public sales or distributions solely by registration on Form S-1 and for the account of the Company of securities issued (x) pursuant to any employee benefit or Form S-3, similar plan or any successor dividend reinvestment plan or similar form(s(y) in any acquisition by the Company, (except registrations B) pursuant to any debt financing of the acquisition of the Acquired Businesses or (iC) pursuant to Section 2.1, (ii2(a) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iiihereof) in connection with any acquisition or merger on Form S-4 or any successor form thereto)a primary offering for cash for the account of the Company, whether or not for sale for its own accountthe Company will, each time it will each intends to effect such time a registration, give prompt written notice to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the all Holders of Registrable Securities at least ten but no more than 45 days prior to the opportunity expected initial filing of a Registration Statement with the SEC pertaining thereto, informing such Holders of its intent to register under file such Registration Statement, the expected filing date, and of the Holders' rights to request the registration statement such number of the Registrable Securities as each such Holder may request in writingheld by the Holders under this Section 2(b) (the "Company Notice"). Upon the written request of any Holder made within ten days after any such Holders Company Notice is given (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder and such Holder's Permitted Transferees and the intended method of distribution thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder such Holders to the extent required to permit the disposition (subject in accordance with the intended methods of distribution thereof) of the Registrable Securities so requested to Section 2.2(c))be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith as provided for in Section 2.2(dtherewith)) , and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering registration of any Registrable Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice securities. The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 2(b)(i) shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation to effect any registration upon request under Section 2.1this Section.

Right to Include Registrable Securities. If Echo Subject to Section 3.3, if the Company or any other issuer of Registrable Securities at any time following the commencement of the Second Echo Sale Window or from time to time proposes to register any shares of its equity securities or Registrable Securities under the Securities Act by (other than in a registration on Form S-1 S-4 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto to such forms or (iii) in connection with any acquisition an exchange offer or merger on Form S-4 an offering of securities solely to the existing stockholders or any successor form theretoemployees of the Company and other than in connection with a "roll-up" of partnerships which are Affiliates of the Company), whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under undertake such registration statement and of such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended Holders' rights to be registered by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include participate in such registration under this Section 3 as hereinafter provided. The Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities with respect to which Echo has been so requested the Company receives a request for registration from the Holders thereof by written notice to the Company within 30 days after the date of the Company's notice to Holders of its intended registration (which notice by Holders shall specify the amount of Registrable Securities to be registered and the intended method of disposition thereof), to the extent necessary to permit the disposition in accordance with the intended methods thereof of all such Registrable Securities by including such Registrable Securities in the registration statement pursuant to which the Company proposes to register by each Holder the shares of Common Stock (subject to Section 2.2(c)a "Piggyback Registration"); provided, however, that ifif such registration involves an underwritten offering, all Holders requesting inclusion in the registration shall be required to sell their Registrable Securities to the underwriters selected by the Company at the same price and on the same terms of underwriting applicable to the Company and any other Persons selling shares of Common Stock. The Holders requesting inclusion in a registration pursuant to this Section 3 may, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with relating to such registration, Echo shall determine pursuant revoke such request by delivering written notice to a Board Resolution not to register or to delay registration of such equity securities, the Company and Echo shall give written notice of revoking such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo requested inclusion. All requests for Piggyback Registration under this Section 3 shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration request, and shall not be effected counted, as a registration the sole Demand Registration or Shelf Registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.12 above.

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window Solta proposes to register (including for this purpose a registration effected by Solta for security holders of Solta other than any of its equity Holder) securities that may include any Solta Common Shares and to file a Registration Statement under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto)Act, whether or not for sale for its own accountaccount (other than pursuant to a registration statement on Form X-0, it Xxxx X-0 or any successor or similar forms), in a manner that would permit registration or the offer and sale of Registrable Securities for resale to the public under an effective Registration Statement under the Securities Act (a “Public Offering”), Solta will at each such time promptly give prompt written notice to each of the Holders of (a) its intention to do so so, (an b) the form of registration statement of the SEC that has been selected by Solta and (c) the rights of Holders under this Article III (the “Incidental Registration Article III Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing). Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and Solta will include in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act Public Offering all Registrable Securities which Echo has been so that Solta is requested in writing, within seven (7) days after the date the Article III Notice is delivered by Solta, to register by each Holder the Holders thereof (subject to Section 2.2(c)each, a “Piggy-back Registration”); provided, however, that (i) if, at any time after giving written notice of its intention to register any equity securities the Article III Notice and prior to the effective date of the registration statement filed in connection with such registrationRegistration Statement, Echo Solta shall determine pursuant to a Board Resolution not to register or to delay registration of abandon such equity securitiesPublic Offering, the Company and Echo shall Solta may give written notice of such determination to all Holders who so requested registration, and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo thereafter Solta shall be relieved of its obligation to register or offer for sale any Registrable Securities in connection with such registration abandoned Public Offering (but without prejudice to the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dother rights of Holders under this Article III)) , and (ii) in the case of a determination to delay registering, Solta shall be permitted to delay registering any Registrable Securities such Public Offering for the same period and under the same circumstances as the delay set forth in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.12.3. No registration Piggy-back Registration effected by Solta under this Section 2.2 Article III shall relieve Echo Solta of its obligation obligations to effect any registration upon request Demand Registrations under Article II, except as otherwise set forth in Section 2.12.2.

Right to Include Registrable Securities. If Echo the Company at any time following the commencement of the Second Echo Sale Window ------------------------------------------------------ anytime proposes to register file a registration statement under the Securities Act covering any of its equity securities under the Securities Act by other than a registration on Form S-1 Forms S-4 or Form S-3S-8, or any successor or similar form(s) (except registrations (i) forms and other than pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), Article II whether or not for sale for or its own account, it will each such time give prompt written notice to each all holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and of such notice shall offer the Holders of Registrable Securities the opportunity to register holders' rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Article III. Upon the written request of any such Holders holder made within 30 days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holderholder and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the holders thereof, to the extent requisite to permit the disposition (subject in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to Section 2.2(c))be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason either not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as provided for in Section 2.2(d)) a registration under Article II and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected affected under this Section 2.2 Article II shall relieve Echo the Company of its obligation to effect affect any registration upon request under Section 2.1Article II. The Company will pay all Registration Expenses incurred by holders by Registrable Securities in connection with each registration of Registrable Securities requested pursuant to this Article III.

Right to Include Registrable Securities. If Echo at any time following after the commencement of date hereof, the Second Echo Sale Window Company proposes to register any of its equity securities Securities under the Securities Act (other than (A) any registration of public sales or distributions solely by registration on Form S-1 and for the account of the Company of securities issued (x) pursuant to any employee benefit or Form S-3similar plan or any dividend reinvestment plan or (y) in any acquisition by the Company or financing thereof, or any successor or similar form(s) (except registrations (iB) pursuant to Section 2.1, 2(a) hereof (iiit being understood that such Section 2(a) solely provides for incidental registration of equity securities in connection rights with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iiirespect to registrations conducted thereunder)) in connection with any acquisition or merger on Form S-4 a primary offering for cash for the account of the Company or any successor form theretosecondary offering, the Company will, each time it intends to effect such a registration, subject to the following qualifications, give written notice (the “Company Notice), whether or not for sale for its own account, it will each such time give prompt written notice to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the all Holders of Registrable Securities (including the opportunity Blackstone Investors and the Senior Managers), at least ten but no more than 45 days prior to register under the expected initial filing of a Registration Statement with the SEC pertaining thereto, informing such Holders entitled to receive the Company Notice (the “Eligible Holders”) of its intent to file such Registration Statement, the expected filing date, and of the Eligible Holders’ rights to request the registration statement such number of the Registrable Securities as each such Holder may request in writingheld by the Eligible Holders under this Section 2(b). Upon the written request of any such Holders Eligible Holder made within fifteen days after any such Company Notice is given (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such HolderEligible Holder and, unless the applicable registration is intended to effect a primary offering of Securities for cash for the account of the Company, the intended method of distribution thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder such Eligible Holders to the extent required to permit the disposition (subject in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to Section 2.2(c))effect a primary offering for cash for the account of the Company, in accordance with the Company’s intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of all of the securities to be registered under such equity securitiesIncidental Registration Statement, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Eligible Holder and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith as provided for in Section 2.2(dtherewith)) , and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering registration of any Registrable Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to be included therein. The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 2(b)(i) shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation to effect any registration upon request under this Section 2.12.

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window Company proposes to register any of its equity securities under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), whether or not for sale for its own accountAct, it will each such time give prompt written notice (a "Notice of Piggyback Registration"), at least 30 days prior to each the anticipated filing date, to all holders of the Holders Registrable Securities of its intention to do so (an “Incidental and of such holders' rights under this Section 2.02(a), which Notice of Piggyback Registration Notice”) and shall include a description of the intended method of disposition of such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writingsecurities. Upon the written request of any such Holders the holders of all, but not less than all, of the Registrable Securities made within 15 days after receipt of a Notice of Piggyback Registration (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holderdisposed of and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall Company will use its best efforts to include in the registration statement relating to such registration under the Securities Act all Registrable Securities which Echo the Company has been so requested to register by each Holder (subject to Section 2.2(c)); providedregister. Notwithstanding the foregoing, however, that if, at any time after giving written notice a Notice of its intention to register any equity securities Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) , and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1securities.

Right to Include Registrable Securities. If Echo If, at any time following or from time to time prior to the commencement effectiveness of a Registration Statement or during the Second Echo Sale Window suspension thereof other than an Allowable Grace Period, the Company proposes to register any of its equity securities under the Securities 1933 Act by (other than in a registration on Form S-1 S-4 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto to such forms or (iii) a registration statement required under the registration rights agreement entered into in connection with any acquisition the Senior Notes issued on or merger on Form S-4 about the Closing Date and other than pursuant to Section 2) whether or any successor form thereto), not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least thirty (30) days prior to each the effectiveness of the Holders such proposed registration) to all holders of Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (an “Incidental Registration Notice”including the anticipated range of the proposed offering price, if known, the class and number of securities proposed to be registered and the distribution arrangements) and of such notice shall offer the Holders of Registrable Securities the opportunity holders' right to register under participate in such registration statement such number under this Section 2(g) as hereinafter provided. Subject to the other provisions of Registrable Securities as each such Holder may request in writing. Upon this paragraph (i) and paragraph (ii), upon the written request of any holder of Registrable Securities made within ten (10) days after the receipt of such Holders written notice (which request shall specify the maximum number amount of Registrable Securities intended to be registered by such Holderand the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo Company shall include in such effect the registration under the Securities 1933 Act of all Registrable Securities requested by the holders thereof to be so registered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which Echo has been so requested covers the securities which the Company proposes to register (the "Incidental Registration Statement"). If an Incidental Registration involves an underwritten public offering, promptly upon notification to the Company from the underwriter of the price at which such securities are to be sold, the Company shall so advise each participating holder of Registrable Securities. The holders of Registrable Securities requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by each Holder (subject delivering written notice to Section 2.2(c)); provided, however, that if, the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses registration expenses incurred in connection therewith therewith), without prejudice, however, to the rights of holders to cause such registration to be effected as provided for in a registration under Section 2.2(d)) 2, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities andsecurities; provided, however, that if such delay shall extend beyond one hundred twenty (120) days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all holders the opportunity to participate therein and shall follow the notification procedures set forth in the case preceding paragraph. There is no limitation on the number of each of (isuch Incidental Registrations pursuant to this Section 2(g) and (ii) directly above, without prejudice which the Company is obligated to effect. The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 2(g) shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation to effect any registration upon request under Section 2.12 hereof.

Right to Include Registrable Securities. If Echo Notwithstanding any limitation contained in Section 2, if the Company at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act (other than by a registration on Form S-1 S-4 or Form S-3, S-8 or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretoforms), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, each such time, it will each such time give prompt written notice to each all holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and of such notice shall offer the Holders of Registrable Securities the opportunity to register holders' rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 3. Upon the written request of any such Holders holder made within 20 days after receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holderholder and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the holders thereof, to the extent requisite to permit the disposition (subject in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register, provided that (i) the Company shall not be required to effect the registration pursuant to this Section 2.2(c)); provided, however, that 3 of any Warrants (but shall be required to effect the registration of Registrable Securities described in clauses (b) and (c) of the definition of Registrable Securities) and (ii) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each holder of Registrable Securities and, thereupon, (ix) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to request that such registration be effected as provided for in a registration under Section 2.2(d)) 2, and (iiy) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 3 shall relieve Echo the Company of its obligation to effect any registration statement upon request under Section 2.12. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.

Right to Include Registrable Securities. If Echo at any time following Whenever the commencement of the Second Echo Sale Window Company proposes to register any shares of its equity securities Common Stock under the Securities Act by (other than a registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant effected solely to Section 2.1, (ii) solely for registration of equity securities in connection with implement an employee benefit plan or dividend reinvestment plan a transaction to which Rule 145 of the Securities Act is applicable, or a registration statement on Form S-8 X-0, X-0 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor another form theretonot available for registering the Registrable Securities for sale to the public), whether or not for sale for its own accountaccount or for the account of one or more shareholders of the Company and the form of registration statement to be used may be used for any registration of Registrable Securities, it will each such time the Company shall give prompt written notice to the holders of Registrable Securities (including each of the Holders Electing LSHC Senior Preferred Holder) of its intention to do so (an “Incidental Registration Notice”) and effect such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writinga registration. Upon the written request of any such Holders Holder or any Electing LSHC Senior Preferred Holder made within thirty (30) days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such HolderPerson and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each the Holders thereof, or by an Electing LSHC Senior Preferred Holder (subject but only if the conditions set forth in Section 3(d) have been satisfied with such Electing LSHC Senior Preferred Holder), to Section 2.2(c)); providedthe extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, however, provided that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination to each Holder (and its reasons therefor each Electing LSHC Senior Preferred Holder, if any, with respect to which the Holders and conditions set forth in Section 3(d) have been satisfied) and, thereupon: (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith therewith), without prejudice, however, to the rights of any Holder or Holders entitled to do so to request that such registration be effected as provided for in a registration under Section 2.2(d2(a)) ; and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 3(a) shall be deemed to have been effected pursuant to Section 2(a) or shall relieve Echo the Company of its obligation to effect any registration upon request under Section 2.12(a).

Right to Include Registrable Securities. If Echo at any time following in connection with or after the commencement consummation of an IPO, the Second Echo Sale Window Company proposes to register any of its equity securities Shares under the Securities Act (other than (A) any registration of public sales or distributions solely by registration on Form S-1 and for the account of the Company of securities issued (x) pursuant to any employee benefit or Form S-3similar plan or any dividend reinvestment plan or (y) in any acquisition by the Company or financing thereof, or any successor or similar form(s) (except registrations (iB) pursuant to Section 2.1, 2(a) hereof (iiit being understood that such Section 2(a) solely provides for incidental registration of equity securities in connection rights with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iiirespect to registrations conducted thereunder) in connection with any acquisition a primary offering for cash for the account of the Company or merger on Form S-4 or any successor form thereto)a secondary offering, whether or not for sale for its own accountthe Company will, each time it will each intends to effect such time a registration, subject to the following qualifications, give prompt written notice (the "Company Notice") (1) in connection with or at any time after an IPO, to the Blackstone Investor Group, (2) in connection with or at any time after a Qualified IPO, to each of the Holders of its intention Investor Groups, and (3) at any time after a Qualified IPO, to do so (an “Incidental Registration Notice”) and such notice shall offer the all Holders of Registrable Securities (including the opportunity Investor Groups), at least ten but no more than 45 days prior to register the expected initial filing of a Registration Statement with the SEC pertaining thereto, informing such Holders entitled to receive the Company Notice (the "Eligible Holders") of its intent to file such Registration Statement, the expected filing date, and of the Eligible Holders' rights to request the registration of the Registrable Securities held by the Eligible Holders under this Section 2(b); provided that any Holder owning less than 1% of the outstanding Shares and who is entitled to sell all of the Registrable Securities owned by such Holder at such time pursuant to Rule 144 or Rule 145 of the Securities Act shall not be entitled to such notice and shall not be an "Eligible Holder" with respect to such registration statement unless on the date of determination the average daily trading volume of the Shares during the 30 trading days prior to such date is less than the total number of Registrable Securities as each Shares owned by such Holder may request in writingHolder. Upon the written request of any such Holders Eligible Holder made within ten days after any such Company Notice is given (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such HolderEligible Holder and, unless the applicable registration is intended to effect a primary offering of Shares for cash for the account of the Company, the intended method of distribution thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder such Eligible Holders to the extent required to permit the disposition (subject in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to Section 2.2(c))effect a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that in connection with a Qualified IPO, the Company shall have no obligation to, and shall not, include or cause to be included in the Incidental Registration Statement any Registrable Securities requested to be included by the MSCP Investor Group if the Blackstone Investor Group does not also register Registrable Securities held by it in such Incidental Registration Statement; and provided further that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Eligible Holder and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith as provided for in Section 2.2(dtherewith)) , and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering registration of any Registrable Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice securities. The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 2(b)(i) shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation to effect any registration upon request under this Section 2.12.

Right to Include Registrable Securities. If Echo the Company at any time following or from time to time after the commencement second anniversary of the Second Echo Sale Window Closing Date, proposes to register any of its equity Ordinary Shares under the Securities Act or proposes to register any other securities under the Securities Act on a form that would permit registration of the Registrable Securities for resale by the Stockholders (other than (A) any registration on Form S-1 of public sales or Form S-3, or any successor or similar form(s) distributions solely by and for the account of the Company of securities issued (except registrations (ix) pursuant to any employee benefit or similar plan or any dividend reinvestment plan or (y) in any acquisition by the Company, or (B) pursuant to paragraph (a) of this Section 2.12, or (iiC) solely for pursuant to a registration of equity securities statement filed in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) exchange offer), whether in connection with any acquisition a primary or merger on Form S-4 or any successor form thereto)secondary offering, whether or not for sale for its own account, it will each and there are Registrable Securities which at such time are not then registered under another Registration Statement which is then effective, the Company will, each time it intends to effect such a registration, give prompt written notice to each the Stockholders at least 20 days prior to the initial filing of a Registration Statement with the SEC pertaining thereto, informing the Stockholders of its intent to file such Registration Statement, the intended method of distribution thereof and of the Holders Stockholders' right to request the registration of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writingthis paragraph (b). Upon the written request of a Stockholder made within 10 days after any such Holders notice is given (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such HolderStockholder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its reasonable efforts to effect the registration under the Securities Act all of such Registrable Securities which Echo the Company has been so requested to register by each Holder (subject to Section 2.2(c))the Stockholders; provided, however, that if, at any time after giving written notice of its intention to register any equity securities Ordinary Shares and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securitiesOrdinary Shares, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and Stockholders and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith as provided for in Section 2.2(dtherewith)) , and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering registration of any Registrable Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities and, in securities. The Stockholders may not elect to exercise their rights under this paragraph (b)(i) with respect to less than the case of each lesser of (iA) 500,000 Registrable Securities (which number shall be adjusted from time to time for any stock splits, stock dividends or combinations of Ordinary Shares after the date of this Agreement) and (iiB) directly above, without prejudice all of the remaining Registrable Securities then held by the Stockholders. The registration rights granted pursuant to the provisions of this paragraph (b) shall be in addition to the registration rights granted pursuant to the other provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.12.

Right to Include Registrable Securities. If Echo the Company at any time following after the commencement of the Second Echo Sale Window date hereof proposes to register its Common Stock or any of its equity securities Common Equivalent Securities under the Securities Act by (other than a registration on Form S-1 S-4 or Form S-3S-8, or any successor or other forms promulgated for similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretopurposes), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and of such notice shall offer the Holders of Registrable Securities the opportunity to register Holders' rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 2. Upon the written request of any such Holders Holder made within 15 days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (subject to Section 2.2(c)); provided, however, that i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay proceed with the proposed registration of such equity securitiesthe securities to be sold by it, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and (i) in the case each Holder of a determination not to registerRegistrable Securities and, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) , and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the case of a determination to delay registering, shall be permitted to delay registering any Company's registration must sell their Registrable Securities for to the underwriters selected by the Company on the same period terms and conditions as apply to the delay Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in registering combined primary and secondary offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such other securities andregistration may elect, in writing prior to the case effective date of each the registration statement filed in connection with such registration, not to register such securities in connection with such registration. Nothing in this Section 2(a) shall operate to limit the right of any Holder to (i) and request the registration of Common Stock issuable upon conversion, exercise or exchange of Common Equivalent Securities held by such Holder notwithstanding the fact that at the time of request such Holder holds only Common Equivalent Securities or (ii) directly above, without prejudice to request the rights registration at one time of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1both Common Stock and Common Equivalent Securities.

Right to Include Registrable Securities. If Echo the Company at any time following the commencement of the Second Echo Sale Window or from time to time proposes to register any of its equity securities under the Securities Act by (other than in a registration on Form S-1 S-4 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto to such forms and other than pursuant to Section 2.1 or (iii2.3) in connection with any acquisition whether or merger on Form S-4 or any successor form thereto), not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least 45 days prior to each such proposed registration) to all Holders of the Holders Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (an “Incidental Registration Notice”including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such notice shall offer the Holders of Registrable Securities the opportunity Holders' right to register under participate in such registration statement such number under this Section 2.2 as hereinafter provided. Subject to the other provisions of Registrable Securities as each such Holder may request in writing. Upon this paragraph (a) and Section 2.2(b), upon the written request of any Holder made within 20 days after the receipt of such Holders written notice (which request shall specify the maximum number amount of Registrable Securities intended to be registered by such Holderand the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo Company shall include in such effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which Echo has been so requested covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by each Holder (subject delivering written notice to Section 2.2(c)); provided, however, that if, the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith therewith), without prejudice, however, to the rights of Holders to cause such registration to be effected as provided for in a registration under Section 2.2(d2.1 or 2.3(a)) , and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities andsecurities; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the case preceding paragraph. There is no limitation on the number of each of (i) and (ii) directly above, without prejudice such Incidental Registrations pursuant to this Section 2.2 which the Company is obligated to effect. The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation Section 2 hereof, provided; however, that, in the event that the sole or lead managing Underwriter of an Initial Public Offering shall advise the Company in writing that the inclusion of shares of the Management Holders requested to effect any be included in such registration upon request under would materially interfere with the successful marketing of the securities being offered, the registration rights granted pursuant to the provisions of this Section 2.12.2 shall not apply to the Management Holders in connection with such Initial Public Offering).

Right to Include Registrable Securities. If Echo at any time following after the commencement of the Second Echo Sale Window Initial Conversion Date Lazard Ltd proposes to register (including for this purpose a registration effected by Lazard Ltd for security holders of Lazard Ltd other than any of its equity securities Holder) any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto)Act, whether or not for sale for its own accountaccount (other than pursuant to (i) Section 2.1, it (ii) a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms, or (iii) a registration statement for the sales of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests ), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Public Offering”) or (b) at any time prior to the Initial Conversion Date Lazard Ltd proposes to register any Lazard Ltd Shares and to file a Registration Statement with respect thereto under the Securities Act for sale of Lazard Ltd Shares issuable or issued upon exchange, conversion or sale of any Partner Interests (other than pursuant to a registration statement on Form X-0, Xxxx X-0 or any successor or similar forms), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act (a “Partner Interest Offering”), Lazard Ltd will each such time promptly give prompt written notice to each of the Holders (i) of its intention to do so so, (an ii) of the form of registration statement of the SEC that has been selected by Lazard Ltd and (iii) of rights of Holders under this Article III (the “Incidental Registration Article III Notice”). Lazard Ltd will include (A) and such notice shall offer in the case of a proposed Public Offering all Registrable Securities that Lazard Ltd is requested in writing, within 15 days after the Article III Notice is given, to register by the Holders thereof or (B) in the case of a proposed Partner Interest Offering, all Registrable Securities that Lazard Ltd is requested in writing, within 5 days after the opportunity Article III Notice is given, to register under by the Holders thereof up to, but not in excess of, the Pro Rata Cap as determined as of the date of filing of such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder)each, made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act all Registrable Securities which Echo has been so requested to register by each Holder (subject to Section 2.2(c)a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention to register any equity securities Lazard Ltd Shares and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Echo Lazard Ltd shall determine pursuant to a Board Resolution not to register or to delay registration that none of such equity securitiesLazard Ltd Shares shall be registered, the Company and Echo shall Lazard Ltd may, at its election, give written notice of such determination and its reasons therefor to the all Holders and (i) in the case of a determination not to registerwho so requested registration and, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) abandoned registration, and (iiy) in the case of a determination by Lazard Ltd to delay registeringregistration of Lazard Ltd Shares, Lazard Ltd shall be permitted to delay registering any the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other securities andLazard Ltd Shares by Lazard Ltd, as the case may be or may abandon the registration of Lazard Ltd Shares, in the case sole discretion of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1. Lazard Ltd. No registration effected under this Section 2.2 Article III shall relieve Echo Lazard Ltd of its obligation obligations to effect any registration registrations upon request under Section 2.1Article II.

Right to Include Registrable Securities. If Echo the Company at any time after 90 days following the commencement of the Second Echo Sale Window Closing proposes to register any of its equity securities Ordinary Shares under the Securities Act by (other than a registration on Form S-1 F-4 or Form S-3F-8, or any successor or other forms promulgated for similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretopurposes), whether or not for sale for its own accountaccount or the account of any other Person, pursuant to a registration statement on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to each of the Holders Holder of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writingso. Upon the written request of any Holder made within 15 days after the receipt of any such Holders notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the Holders thereof (subject with the securities that the Company at the time proposes to Section 2.2(c))register) to permit the sale or other disposition by such Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered or qualified for sale; provided, however, provided that (a) if, at any time after giving written notice of its intention to register or sell any equity securities Ordinary Shares and prior to the effective date of the registration statement or prospectus filed in connection with such registration, Echo shall determine pursuant to a Board Resolution not to register registration or to delay registration sale by way of such equity securitiesprospectus, the Company and Echo shall determine for any reason not to proceed with the proposed registration of the Ordinary Shares to be sold by it and/or the other applicable Persons, the Company may, at its election, give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to registereach applicable Holder and, Echo thereupon, shall be relieved of its obligation to register or qualify for sale pursuant to a prospectus any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) , and (iib) if such registration involves an Underwritten Offering, all Holders of Registrable Securities requesting to be included in the case registration or sale by way of prospectus must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a determination registration requested pursuant to delay registeringthis Section 5.01 involves an Under written Offering, any Holder of Registrable Securities requesting to be included in such registration or sale by 29 25 way of prospectus may elect, in writing prior to the effective date of the registration statement or prospectus filed in connection with such registration or sale by way of prospectus, not to register such Registrable Securities in connection with such registration or sell such Registrable Securities pursuant to such sale by way of prospectus; provided, however, that such withdrawal shall be permitted irrevocable and, after making such withdrawal, a Holder shall no longer have any right to delay registering any include Registrable Securities for the same period as the delay in registering such other securities and, in the case registration or sale by way of each of (i) and (ii) directly above, without prejudice prospectus as to the rights of the Holders to request that which such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1withdrawal was made.

Right to Include Registrable Securities. If Echo at any time following the commencement after termination of the Second Echo Sale Window proposes Company Lock-Up Period, the Company determines to register any of its equity securities Common Stock under the Securities Act (other than pursuant to an Automatic Shelf Registration Statement filed to effect a block sale in accordance with Section 3(f)(iii) or a Registration Statement filed by registration the Company on Form S-1 S-4 or Form S-3, S-8 or any successor or other forms promulgated for similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) purposes or filed solely for registration of equity securities in connection with an exchange offer or any employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretoplan), whether or not for sale for its own account, in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will will, at each such time time, give prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and of such notice shall offer the Holders of Registrable Securities the opportunity to register Holders’ rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 2. Upon the written request of any such Holders Holder made within five (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and in any event within three (35) Business Days after the receipt of any such noticenotice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), Echo shall include in such the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the Holders thereof, to the extent required to permit the disposition of the Registrable Securities so to be registered; provided that (subject to Section 2.2(c)); provided, however, that i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay proceed with the proposed registration of such equity securitiesthe securities to be sold by it, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and (i) in the case each Holder of a determination not to registerRegistrable Securities and, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses expenses in connection therewith as provided for in Section 2.2(d)therewith) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the PEP Investor and its Affiliates that are Holders of Registrable Securities to request that such registration be effected as a registration under Section 2.13, and (ii) if such registration involves an Underwritten Offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings. No The Company shall not be required to maintain the effectiveness of the Registration Statement for a registration effected under requested pursuant to this Section 2.2 shall relieve Echo 2(a) beyond the earlier to occur of its obligation to effect any registration upon request under Section 2.1(x) one hundred eighty (180) days after the effective date thereof and (y) consummation of the distribution by the Holders of the Registrable Securities included in such Registration Statement.

Right to Include Registrable Securities. If Echo at any time following during --------------------------------------- the commencement of five-year period commencing on the Second Echo Sale Window date hereof, the Company proposes to register any of its equity securities Common Stock under the Securities Act by Act, for sale for its own account for cash (other than a registration on Form S-1 S-4 or Form S-3S-8, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1forms), (ii) solely for in a manner that would permit registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), whether or not Registrable Securities for cash sale for its own accountto the public under the Securities Act, it will each such time promptly give prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so so, of the registration form of the SEC that has been selected by the Company and of the rights of Holders under this Section 2.1 (an “Incidental Registration the "Section 2.1 Notice”) and such notice shall offer "). The Company will use reasonable best efforts to include in the proposed registration all Registrable Securities that the Company is requested in writing, within 10 days after the Section 2.1 Notice is given, to register by the Holders thereof (up to a maximum number of Registrable Securities shares per Holder in any twelve month period not in excess of 10% of the opportunity to register under such registration statement such number of Registrable Securities as each issued to and held by such Holder may request on the date hereof as indicated in writing. Upon the written request Schedule 1 hereto), so long as an aggregate of any such Holders (not less than 500,000 shares of Common Stock which request shall specify the maximum number of are Registrable Securities intended are so requested by Holders to be registered by such Holder), made as promptly as practicable and included in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act all Registrable Securities which Echo has been so requested to register by each Holder (subject to Section 2.2(c))proposed registration; provided, however, that (i) if, at any -------- ------- time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination to all Holders of Registrable Securities that duly requested such registration, and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) and (ii) in the case of a determination by the Company to delay registeringregistration of its equity securities, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1equity securities.

Right to Include Registrable Securities. If Echo at any time following after February 18, 2002, the commencement of the Second Echo Sale Window Company proposes to register any of its equity securities of the same class under the Securities Act of 1933 (the "Securities Act") on any form for the registration of securities under such Act, excluding, however, any securities covered by a post-effective amendment to an existing effective registration statement, whether or not for its own account (other than by (i) a Registration Statement on Form S-1 S-4 or Form S-3, S-8 or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1forms, (ii) solely for registration any Registration Statement to be used exclusively in the offering and sale of equity the Company's securities acquired by any of its or its subsidiaries' employees, directors or consultantspursuant to any employee compensation, option, restriction stock or similar plan, arrangement or agreement, (iii) a Registration Statement filed exclusively in connection with an employee benefit plan exchange offer or dividend reinvestment plan on Form S-8 or an offering of securities solely to the securityholders of the Company, (iv) any successor form thereto or (iii) Registration Statement filed exclusively in connection with any acquisition a rights offering or merger on Form S-4 (v) a Registration Statement filed pursuant to demand registration rights or any successor form theretoas required in order to complete a then current financing by the Company that contractually limits selling shareholders to the holders of such rights) (a "Piggyback Registration"), whether or not for sale for its own account, it will each such time shall as expeditiously as possible give prompt written notice to each the holder or holders of this Warrant and, if applicable, the Holders Warrant Shares (the "Holders") of its intention to do so (an “Incidental and of such Holders' rights under this Section 18. Such rights are referred to hereinafter as "Piggyback Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing. Rights." Upon the written request of any such Holders Holder made within 15 days after receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder, which shall be no less than 200,000 shares in the aggregate for all Holders), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo Company shall include in such registration under the Securities Act all Registration Statement the Registrable Securities which Echo the Company has been so requested to register by the Holders thereof and the Company shall keep such registration statement in effect and maintain compliance with each Federal and state law or regulation for the period necessary for such Holder to effect the proposed sale or other disposition (subject but in no event for a period greater than 90 days). For purposes of this Agreement, the term "Registrable Securities" shall mean any Warrant Shares issued to Section 2.2(c))the Investor or its designees or permitted transferees or other securities that may be or are issued by the Company upon exercise of this Warrant, including those which may thereafter be issued by the Company in respect of any such securities by means of any stock splits, stock dividend, recapitalizations, reclassifications or the like, subject, however, to the Restricted Period; provided, however, that ifas to any particular securities contained in the Registrable Securities, at any time after giving written notice of its intention such securities shall cease to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo shall determine pursuant to a Board Resolution not to register or to delay registration of such equity securities, the Company and Echo shall give written notice of such determination and its reasons therefor to the Holders and be Registrable Securities when (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection accordance with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) and Statement; or (ii) in the case of a determination to delay registering, they shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice have been sold to the rights of public pursuant to Rule 144 (or any successor provision) under the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1Securities Act.

Right to Include Registrable Securities. If Echo the Company at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act by registration on Form S-1 X-0, X-0 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition acquisition, merger or merger other business combination transaction on Form S-4 or any successor form thereto), whether or not for sale for its the Company’s own account, it will the Company will, each such time time, give prompt written notice (but in no event less than 30 days prior to the initial filing of a registration statement with respect thereto) to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement up to such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any such of the Holders (which request shall specify the maximum number of Registrable Securities intended desired to be registered disposed of by such Holder), made as promptly as practicable and and, in any event event, within three (3) 20 Business Days after the receipt of any such noticenotice (or within 15 Business Days if the Company states in such written notice or gives telephonic notice to each Holder, Echo with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company shall include in such registration under the Securities Act all Registrable Securities which Echo the Company has been so requested to register by each Holder (subject to the provisions of Section 2.2(c)); provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register register, or to delay registration of of, such equity securities, the Company and Echo shall give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation of the Company to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) ), without prejudice, however, to the rights of the Holders to request that such registration be effected as a registration under Section 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1equity securities. No registration effected under this Section 2.2 shall relieve Echo the Company of its obligation to effect any registration upon request under Section 2.1.

Right to Include Registrable Securities. If Echo Commencing on the date of this Agreement, if the Company, at any time following the commencement of the Second Echo Sale Window or from time to time, proposes to register any of its equity securities under the Securities Act by (other than in a registration on Form S-1 S-4 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto to such forms and other than pursuant to Section 2.1 or (iii2.3) in connection with any acquisition whether or merger on Form S-4 or any successor form thereto), not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give account solely in connection with an Underwritten Offering the Company shall deliver prompt written notice (which notice shall be given at least 15 days prior to each such proposed registration) to all Holders of the Holders Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (an “Incidental Registration Notice”including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such notice shall offer the Holders of Registrable Securities the opportunity Holders' possible right to register under participate in such registration statement such number under this Section 2.1 as hereinafter provided. Subject to the other provisions of Registrable Securities as each such Holder may request in writing. Upon this paragraph (a) and Section 2.1(b), upon the written request of any Holder made within 10 days after the receipt of such Holders written notice (which request shall specify the maximum number amount of Registrable Securities intended to be registered by such Holderregistered), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo Company shall include in such effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (an "Incidental Registration"), to the extent requisite to permit the disposition of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which Echo has been so requested covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. Immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by each Holder (subject delivering written notice to Section 2.2(c)); provided, however, that if, the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith as provided for in Section 2.2(dtherewith)) , and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities andsecurities; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the case preceding paragraph. There is no limitation on the number of each of (i) and (ii) directly above, without prejudice such Incidental Registrations pursuant to this Section 2.1 which the Company is obligated to effect. The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 2.1 shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation to effect any registration upon request under Section 2.12 hereof.

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window SpinCo proposes to register (including for this purpose a registration effected by SpinCo for security holders of SpinCo other than any of its equity Holder) securities that may include any Initial Common Shares and to file a Registration Statement or Canadian Prospectus with respect thereto under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto)and applicable Canadian Securities Laws, whether or not for sale for its own accountaccount (other than pursuant to a registration statement on Form X-0, it Xxxx X-0 or any successor or similar forms), in a manner that would permit registration or the offer and sale of Registrable Securities for resale to the public under (a) an effective Registration Statement under the Securities Act, (b) a Canadian Prospectus or (c) a combination of (a) and (b) (a “Public Offering”), SpinCo will at each such time promptly give prompt written notice to each of the Holders of (i) its intention to do so so, (an ii) the form of registration statement of the SEC and Canadian Prospectus, as applicable, that has been selected by SpinCo and (iii) the rights of Holders under this Article III (the “Incidental Registration Article III Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing). Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and SpinCo will include in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such registration under the Securities Act Public Offering all Registrable Securities which Echo has been so that SpinCo is requested in writing, within seven (7) days after the date the Article III Notice is delivered by SpinCo, to register by each Holder the Holders thereof (subject to Section 2.2(c)each, a “Piggy-back Registration”); provided, however, that (A) if, at any time after giving written notice of its intention to register any equity securities the Article III Notice and prior to the effective date of the registration statement Registration Statement or the filing of a Canadian Prospectus filed in connection with such registrationtherewith, Echo SpinCo shall determine pursuant to a Board Resolution not to register or to delay registration of abandon such equity securitiesPublic Offering, the Company and Echo shall SpinCo may give written notice of such determination to all Holders who so requested registration, and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo thereafter SpinCo shall be relieved of its obligation to register or offer for sale any Registrable Securities in connection with such registration abandoned Public Offering (but without prejudice to the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dother rights of Holders under this Article III)) , and (iiB) in the case of a determination to delay registering, SpinCo shall be permitted to delay registering any Registrable Securities such Public Offering for the same period and under the same circumstances as the delay set forth in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.12.3. No registration Piggy-back Registration effected by SpinCo under this Section 2.2 Article III shall relieve Echo SpinCo of its obligation obligations to effect any registration upon request Demand Registrations under Article II, except as otherwise set forth in Section 2.12.2.

Right to Include Registrable Securities. If Echo the Company at any time following prior to the commencement expiration of the Second Echo Sale Window Investors' right to request the registration of Registrable Securities pursuant to Section 2.2(a) hereof proposes to register any of its equity securities under the Securities Act by registration on Form S-1 X-0, X-0 or Form S-3, S-3 or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (iion such Form or similar form(s) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto a merger or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretoconsolidation), whether or not for sale for its own account, it will each such time give prompt written notice to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer of the Holders' rights under this Section 2.3 and the Holders shall be entitled to include, subject to the provisions of this Agreement, Registrable Securities on the opportunity same terms and conditions as apply to register under other comparable securities of the Company sold in connection with such registration statement such number of Registrable Securities as each such Holder may request in writingregistration. Upon the written request of any such Holders Holder (which request shall specify a "Requesting Holder"), specifying the maximum number of Registrable Securities intended to be registered disposed of by such Requesting Holder), made as promptly as practicable and in any event within three (3) Business Days 15 days after the receipt of any such notice, Echo the Company shall include in such use its best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder (subject to Section 2.2(c))the Requesting Holders; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation of the Company to pay the Registration Expenses in connection therewith therewith), without prejudice, however, to the rights of the Holders to request that such registration be effected as provided for in a registration under Section 2.2(d)) 2.2 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 2.3 shall relieve Echo the Company of its obligation to effect any registration upon request under Section 2.12.2. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.3.

Right to Include Registrable Securities. If Echo the Company at any time following the commencement of the Second Echo Sale Window or from time to time proposes to register any of its equity securities under the Securities Act by (other than in a registration on Form S-1 S-4 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto to such forms and other than pursuant to Section 2.1 or (iii2.3) in connection with any acquisition whether or merger on Form S-4 or any successor form thereto), not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least five Business Days prior to each filing with the SEC such proposed registration) to all Holders of the Holders Registrable Securities of its intention to do so undertake such registration, describing in reasonable detail the proposed registration and distribution (an “Incidental Registration Notice”including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such notice shall offer the Holders of Registrable Securities the opportunity Holders' right to register under participate in such registration statement such number under this Section 2.2 as hereinafter provided. Subject to the other provisions of Registrable Securities as each such Holder may request in writing. Upon this paragraph (a) and Section 2.2(b), upon the written request of any Holder made within five Business Days after the receipt of such Holders written notice (which request shall specify the maximum number amount of Registrable Securities intended to be registered by such Holderand the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo Company shall include in such effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (an "Incidental Registration"), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the Registration Statement which Echo has been so requested covers the securities which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. If such price is 15% (or $1.50 per share, whichever is less) less than the Current Market Price of the Registrable Securities on the date that a Holder delivered its notice requesting inclusion in an Incidental Registration, such Holder may, at any time prior to the effective date of the Incidental Registration Statement (and for any reason), revoke such request by each Holder (subject delivering written notice to Section 2.2(c)); provided, however, that if, the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith therewith), without prejudice, however, to the rights of Holders to cause such registration to be effected as provided for in a registration under Section 2.2(d)) 2.1 and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for the same period as the delay in registering such other securities andsecurities; provided, however, that if such delay shall extend beyond 120 days from the date the Company received a request to include Registrable Securities in such Incidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the case preceding paragraph. There is no limitation on the number of each such Incidental Registrations pursuant to this Section 2.2 which the Company is obligated to effect; provided, however, that the Company shall not be obligated to include any shares requested by a Holder unless the number of (i) and (ii) directly aboveshares requested by such Holder has a Current Market Price of at least $5,000,000, without prejudice or is all of the Registrable Securities held by a Holder. The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation to effect any registration upon request under Section 2.12 hereof.

Right to Include Registrable Securities. If Echo at any time following after the commencement of date hereof there is not then an effective Registration Statement with respect to the Second Echo Sale Window Registrable Securities, and the Company proposes to register any of its equity securities under the Securities Act (other than by a registration in connection with an acquisition in a manner which would not permit registration of Registrable Securities for sale to the public, on Form S-1 or Form S-3S-8, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1form thereto, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 S-4, or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretoand other than pursuant to Section 2.1), whether on an underwritten basis (either best-efforts or not for sale for its own accountfirm-commitment), it then, the Company will each such time give prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and of such notice shall offer the Holders of Registrable Securities the opportunity to register Holders’ rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 2.2. Upon the written request of any such Holders holder made within twenty (20) days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holderholder and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt Company will, subject to the terms of any such noticethis Agreement, Echo shall include in such use its commercially reasonable best efforts to effect the registration under the Securities Act all of the Registrable Securities, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of such Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which Echo has been so requested covers the securities which the Company proposes to register by each Holder (subject to Section 2.2(c)); providedregister, however, provided that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason either not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each holder and, thereupon, (i) in the case of a determination not to register, Echo shall be relieved of its this obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) , and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 shall relieve Echo the Company of its obligation to effect any registration upon request under Section 2.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 2.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2. The right provided the Holders of the Registrable Securities pursuant to this Section shall be exercisable at their sole discretion and will in no way limit any of the Company’s obligations to pay the Note according to their terms.

Right to Include Registrable Securities. If Echo Without in any way limiting the provisions of Section 3, if at any time following the commencement after completion of the Second Echo Sale Window Initial Public Offering, the Company proposes to register any offer or sale of its equity securities Securities under the Securities Act by registration (other than on Form S-1 or Form S-3a Special Registration Statement, or any successor or similar form(s) (except registrations (i) but expressly including a Demand Registration pursuant to Section 2.15(a) hereof, (iian S-3 Registration under Section 5(c) solely for registration of equity securities in connection with an employee benefit plan hereof or dividend reinvestment plan on Form S-8 or any successor form thereto or (iiia Shelf Registration under Section 5(d) in connection with any acquisition or merger on Form S-4 or any successor form theretohereof), whether or not for sale for its own accountaccount on a form and in a manner which would permit registration of the Registrable Securities held by the Investors for sale to the public under the Securities Act, it will each such time give prompt at least 15 Business Days prior written notice (the “Notice”) to each of the Holders all Investors of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such file a registration statement such number under the Securities Act and of Registrable Securities as each such Holder may request in writingInvestor’s rights under this Section 4. Upon the written request of any such Holders Investor made within 10 Business Days of the date of the Notice (which request shall specify the maximum aggregate number of the Registrable Securities intended to be registered by such Holderand will also specify the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its best efforts to effect the registration under the Securities Act of the offer and sale of all Registrable Securities which Echo the Company has been so requested to register by each Holder the applicable Investor (an “Incidental Registration”), to the extent required to permit the public disposition (in accordance with such intended methods thereof) of the Registrable Securities subject to Section 2.2(c))such requests; provided, however, that (i) if, at any time after giving written notice of its intention to register any equity securities the offer and sale of Securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securitiesthe Company’s Securities, the Company and Echo shall give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to registereach Investor and, Echo thereupon, shall be relieved of its obligation to register any offer and sale of Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) and , (ii) if a registration undertaken pursuant to this Section 4 shall involve an Underwritten Offering, any Investor requesting to be included in such registration may elect, in writing any time prior to the case effective date of a determination the registration statement filed in connection with such registration, not to delay registering, shall be permitted to delay registering any register the offer and sale of such Investor’s Registrable Securities for the same period as the delay in registering connection with such other securities andregistration, in the case of each of (i) and (iiiii) directly aboveif, without prejudice to at any time after the rights 180-day or shorter period specified in Section 6(b), the sale of the Holders Securities has not been completed, the Company may withdraw from the registration on a pro rata basis (based on the number of Registrable Securities requested by each Investor to request that be subject to such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo registration) of its obligation the offer and sale of the Registrable Securities of which the Company has been requested to effect any registration upon request under Section 2.1register and which have not been sold.

Right to Include Registrable Securities. If Echo Subject to the further provisions of this Section 3.2(a), if PEC, at any time following commencing on the commencement date of this Agreement and expiring on the Second Echo Sale Window second anniversary date hereof, proposes to register any of its equity securities under the Securities Act by registration on Form S-1 or Form S-3Act, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), whether or not for sale for its own accountaccount or the account of other holders of PEC's securities, on a form and in a manner which would permit registration of the Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice to each of the all Holders of its intention to do so (an “Incidental Registration Notice”) so, describing such securities and specifying the form and manner and the other relevant facts involved in such notice shall offer the Holders of Registrable Securities the opportunity to register under such proposed registration statement such number of Registrable Securities as each such Holder may request in writing. Upon and upon the written request of any such Holders Holder delivered to PEC within twenty (20) business days after the giving of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such HolderHolder and the intended method or methods of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after PEC will use its best efforts to effect the receipt of any such notice, Echo shall include in such registration under the Securities Act of all Registrable Securities which Echo PEC has been so requested to register by each Holder Holders to the extent requisite to permit the disposition (subject in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to Section 2.2(c)); provided, however, be registered provided that (i) if, at any time after giving such written notice of its intention to register any equity of its securities and prior to the effective date of the registration statement filed in connection with such registration, Echo PEC shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall PEC may, at its election give written notice of such determination to each Holder and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dherein)) ; and (ii) if (A) the registration so proposed by PEC involves an underwritten primary registration on behalf of PEC to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall advise PEC in writing that, in its good faith judgment, all the case shares to be offered by PEC and other parties are greater than can be accommodated without interfering with the successful marketing of a determination all the securities to delay registeringbe then offered publicly for the account of PEC, then the managing underwriter or underwriters shall be include in such registration (1) first, the securities PEC proposes to register for sale, and (2) second, any securities requested and permitted to delay registering any be included in such registration pursuant to incidental or piggyback rights granted to the holders thereof prior to the date of this Agreement, (3) third, the Registrable Securities requested to be included in such registration by the Requesting Holders, pro rata, if necessary, and (4) fourth, any other securities requested to be included in such registration, if any, pro rata; (iii) if (A) the registration so proposed by PEC is an underwritten secondary registration on behalf of holders of PEC's securities, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction, and (B) the managing underwriter of such underwritten offering shall advise PEC in writing that, in its good faith judgment, all the shares to be offered by such requesting holder, PEC and other parties are greater than can be accommodated without interfering with the successful marketing of all of the securities to be then offered publicly for the same period as account of PEC, then the delay managing underwriter shall include in registering such registration (1) first, the securities requested to be included therein by the holders requesting such registration, (2) second, any securities requested and permitted to be included in such registration statement pursuant to incidental or piggyback rights granted to the holders thereof prior to the date of this Agreement, (3) third, the securities which are requested to be included in such registration by the Holders of Registrable Securities, pro rata, if necessary, and (4) fourth, any other securities andrequested to be included in such registration, if any, pro rata. Notwithstanding anything in the case of each of (ithis Section 3.2(a) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected contrary, PEC shall have no obligation under this Section 2.2 shall relieve Echo 3.2(a) to register any of its obligation to effect the Restricted Securities after the second anniversary date hereof or any registration upon request under Section 2.1of the Warrant Shares following the third anniversary date hereof.

Right to Include Registrable Securities. If Echo the Company at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities for the account of any other stockholder under the Securities Act by registration on Form S-1 X-0, X-0 or Form S-3, S-3 or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (iion any such Form or similar form(s) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto a merger or (iii) in connection with any acquisition consolidation or merger on Form S-4 or any successor form theretoincidental to an issuance of securities under Rule 144A under the Securities Act), whether or not for sale for its own account, it will each such time give prompt written notice to each of the Holders Purchasers of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer of the Holders of Registrable Securities the opportunity to register Purchasers’ rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 2.2. Upon the written request of any such Holders the Purchasers (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holderthe Purchasers), made as promptly as practicable and in any event within three (3) Business Days 30 days after the receipt of any such notice, Echo shall include notice (10 days if the Company states in such written notice or gives telephonic notice to the Purchasers, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder (subject to Section 2.2(c))the Purchasers; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall give written notice of such determination and its reasons therefor (which the Purchasers will hold in strict confidence in accordance with the Confidentiality Agreement) to the Holders Purchasers and (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation of the Company to pay the Registration Expenses in connection therewith therewith), without prejudice, however, to the rights of the Purchasers to request that such registration be effected as provided for in a registration under Section 2.2(d)) 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 shall relieve Echo the Company of its obligation to effect any registration upon request under Section 2.1. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If Echo at any Each time following the commencement of the Second Echo Sale Window Company proposes to register any of its equity securities Common Stock under the Securities Act by (other than a registration on Form S-1 S-4 or Form S-3S-8, or any successor or other forms promulgated for similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretopurposes), whether or not for sale for its own account, pursuant to a registration statement ("Registration Statement") on which it is permissible to register Registrable Securities for sale to the public under the Securities Act, it will each such time give prompt written notice (which shall in any event be given not less than 30 days prior to each the effective date of the Registration Statement) to all Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer of the Holders of Registrable Securities the opportunity to register Holders' rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 2. Upon the written request of any Holder made within 30 days after the receipt of any such Holders notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the Holders thereof; provided that, (subject to Section 2.2(c)); provided, however, that i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securitiesproceed with the proposed registration, the Company and Echo shall may, at its election, give written notice of such determination to each Holder and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) , and (ii) if such registration involves an underwritten offering by the Company (underwritten, at least in part, by Persons who are not Affiliates or Associates of the Company or any Holder), all Holders requesting to have Registrable Securities included in the case of a determination to delay registering, shall be permitted to delay registering any Company's registration must sell their Registrable Securities for to such underwriters who shall have been selected by the Company on the same period terms and conditions as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice apply to the rights of the Holders Company, with such differences, including any with respect to request that such registration indemnification and contribution, as may be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo of its obligation to effect any registration upon request under Section 2.1customary or appropriate in combined primary and secondary offerings.

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window Corporation proposes to register (including for this purpose a registration effected by the Corporation for security holders of the Corporation other than the Holder) any of its equity securities and to file a Registration Statement with respect thereto under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto)1933 Act, whether or not for sale for its own accountaccount in a manner that would permit registration of Registrable Securities for sale to the public under the 1933 Act (a “Public Offering”), it the Corporation will each such time promptly give prompt written notice to each of the Holders Holder (i) of its intention to do so so, (an ii) of the form of registration statement of the SEC that has been selected by the Corporation and (iii) of rights of Holder under this Section (the “Incidental Registration Section 2 Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing). Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall The Corporation will include in such registration under the Securities Act case of a proposed Public Offering all Registrable Securities which Echo has been so that the Corporation is requested in writing, within fifteen (15) days after the Section 2 Notice is given, to register by each the Holder thereof (subject to Section 2.2(c)a “Piggy-back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention to register any equity securities Registrable Securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Echo the Corporation shall determine pursuant to a Board Resolution not to register or to delay registration that none of such equity securitiesRegistrable Securities shall be registered, the Company and Echo shall Corporation may, at its election, give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to registerHolder if Holder shall have requested registration and, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) abandoned registration, and (iiy) in the case of a determination by the Corporation to delay registeringregistration of Registrable Securities, the Corporation shall be permitted to delay registering any the registration of such Registrable Securities pursuant to this Section for the same period as the delay in registering such other securities andRegistrable Securities by the Corporation, as the case may be or may abandon the registration of Registrable Securities, in the case of each of (i) and (ii) directly above, without prejudice to the rights sole discretion of the Holders to request that such registration be effected as a registration under Section 2.1Corporation. No registration effected under this Section 2.2 for less than all the Registrable Securities shall relieve Echo the Corporation of its obligation obligations to effect future registrations of any remaining Registrable Securities. The expenses of a withdrawn registration upon request under Section 2.1shall be borne by the Corporation.

Right to Include Registrable Securities. If Echo If, at any time following after the commencement occurrence of the Second Echo Sale Window a Put Dishonor, State Auto Financial at any time proposes after any shares of Class A Preferred Stock have been purchased hereunder to register any of its equity securities under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), whether or not for sale for its own accounteffect a Piggyback Registration, it will each such time give prompt written notice (a "NOTICE OF PIGGYBACK REGISTRATION"), at least 30 days prior to each the anticipated filing date, to all holders of the Holders Registrable Securities of its intention to do so (an “Incidental and of such holders' rights under this SECTION 7.2, which Notice of Piggyback Registration Notice”) and shall include a description of the intended method of disposition of such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writingsecurities. Upon the written request of any such Holders holder made within 15 days after receipt of a Notice of Piggyback Registration (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holderholder and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall State Auto Financial will use its best efforts to include in the registration statement relating to such registration under the Securities Act Piggyback Registration all Registrable Securities which Echo State Auto Financial has been so requested to register by each Holder (subject to Section 2.2(c)); providedregister. Notwithstanding the foregoing, however, that if, at any time after giving written notice a Notice of its intention to register any equity securities Piggyback Registration and prior to the effective date of the registration statement filed in connection with such registration, Echo State Auto Financial shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall State Auto Financial may, at its election, give written notice of such determination and its reasons therefor to the Holders and each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith therewith), without prejudice, however, to the rights of any Requesting Holder entitled to do so to request that such registration be effected as provided for in Section 2.2(d)) a Demand Registration under SECTION 7.1 hereof, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 SECTION 7.2 shall relieve Echo State Auto Financial of its obligation obligations to effect any registration upon request a Demand Registration under Section 2.1SECTION 7.1 hereof.

Right to Include Registrable Securities. If Echo the Company at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act by registration on Form S-1 S-0, X-0 or Form S-3, S-3 or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (iion any such Form or similar form(s) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto a merger or (iii) in connection with any acquisition consolidation or merger on Form S-4 for a rights offering or any successor form theretoan offering exclusively to existing security holders of the Company), whether or not for sale for its own account, it will each such time give prompt written notice to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer of the Holders of Registrable Securities the opportunity to register Holders’ rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 3.2. Upon the written request of any such of the Holders (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder), made as promptly as practicable and in any event within three (3) Business Days 20 days after the receipt giving of any such notice, Echo shall include notice by the Company (10 days if 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 under the Securities Act and (ii) such shorter period of time is required because of a planned filing date), the Company shall use its reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder (subject to Section 2.2(c))Holder; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall give written notice of such determination and its reasons therefor to the Holders and (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation of the Company to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice prejudice, however, to the rights of the Holders to request that such registration be effected as a registration under Section 2.13.1. No registration effected under this Section 2.2 3.2 shall relieve Echo the Company of its obligation to effect any registration upon request under Section 2.13.1. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 3.2.

Right to Include Registrable Securities. If Echo the Company at any time following the commencement of the Second Echo Sale Window or from time to time proposes to register any of its equity securities under the Securities Act by (other than pursuant to a registration on Form S-1 S-4 or Form S-3, or any successor or similar form(s) S-8 (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto to such forms) and other than pursuant to Section 2.1 or 2.2) and files (i) a shelf registration statement or (iiiii) in connection with any acquisition a registration statement other than a shelf registration statement, or merger on Form S-4 proposes to do a take down off of an effective shelf registration statement, whether or any successor form thereto), not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, it will each such time give the Company shall deliver prompt written notice (which notice shall be given at least forty-five (45) calendar days prior to each the filing of such registration statement or five (5) calendar days prior to the filing of any preliminary prospectus supplement pursuant to Rule 424(b), or the prospectus supplement pursuant to Rule 424(b) (if no preliminary prospectus supplement is used)) to all Holders of Registrable Securities of its intention to do so undertake such registration or offering, describing in reasonable detail the proposed registration and distribution (an “Incidental Registration Notice”including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such notice shall offer the Holders of Registrable Securities the opportunity Holders’ right to register under participate in such registration statement such number under this Section 2.3 as hereinafter provided. Subject to the other provisions of Registrable Securities as each such Holder may request in writing. Upon this paragraph (a) and Section 2.3(b), upon the written request of any Holder made within twenty (20) calendar days after the receipt of such Holders written notice (which request shall specify the maximum number amount of Registrable Securities intended to be registered by such Holderand the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo Company shall include in such effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (an “Incidental Registration”), to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which Echo has been so requested covers the securities which the Company proposes to register (thereby making such registration statement an Incidental Registration Statement), and shall cause such Incidental Registration Statement to become and remain effective with respect to such Registrable Securities in accordance with the registration procedures set forth in Section 4. If an Incidental Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter of the price at which such securities are to be sold, the Company shall so advise each participating Holder. The Holders requesting inclusion in an Incidental Registration may, at any time up to the effectiveness of the Incidental Registration Statement (and for any reason), revoke such request by each Holder (subject delivering written notice to Section 2.2(c)); provided, however, that if, the Company revoking such requested inclusion. If at any time after giving written notice of its intention to register any equity securities and prior up to the effective date effectiveness of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith therewith), without prejudice, however, subject to the rights of Holders to cause such registration to be effected as provided for in Section 2.2(d)) a registration under Sections 2.1 or 2.2, and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering any the registration of such Registrable Securities for in accordance with the same period as provisions of Section 2.7; provided, however, that if such delay shall extend beyond one hundred twenty (120) calendar days from the delay date the Company received a request to include Registrable Securities in registering such other securities andIncidental Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the case preceding paragraph. There is no limitation on the number of each of (i) and (ii) directly above, without prejudice such Incidental Registrations pursuant to this Section 2.3 which the Company is obligated to effect. The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 2.3 shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation to effect any registration upon request under Section 2.12 hereof.

Right to Include Registrable Securities. If Echo the Company at any time following the commencement of the Second Echo Sale Window proposes to register any of its equity securities under the Securities Act by (other than (i) in connection with a registration on Form S-1 of securities issuable under any employee benefit, retirement or Form S-3similar plan, (ii) with respect to a Rule 145 transaction, or any successor or similar form(s) (except registrations (iiii) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto), whether or not for sale for its own account, it will each such time give prompt (and in any event at least five Business Days before or two Business Days before in connection with a bought or overnight underwritten offering) written notice to each all holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) register such shares and of such notice shall offer the Holders of Registrable Securities the opportunity to register holders’ rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 2.2. Upon the written request of any such Holders holder made within three Business Days (or one Business Day in connection with a bought or overnight underwritten offering) after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holderholder and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo the Company has been so requested to register by each Holder the holders thereof, to the extent requisite to permit the disposition (subject in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to Section 2.2(c))be registered; provided, howeverthat if the registration pursuant to this Section 2.2 is a bought or overnight underwritten offering and the managing underwriter advises the Company that the giving of notice pursuant to this Section 2.2(a) would adversely affect the offering, no such notice shall be required; provided, further that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as provided for in a registration under Section 2.2(d)) 2.1 above, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 shall be deemed to have been effected pursuant to Section 2.1 above or shall relieve Echo the Company of its obligation to effect any registration upon request under Section 2.12.1 above. The Company shall pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 2.2, and any Selling Expenses shall be allocated among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

Right to Include Registrable Securities. If Echo Notwithstanding any limitation contained in SECTION 1.1, if the Company at any time following after the commencement of the Second Echo Sale Window Registration Rights Date proposes to register any of its equity securities file a Registration Statement under the Securities Act by (other than a registration in respect of a dividend reinvestment or similar plan for stockholders of the Company or on Form S-1 S-4 or Form S-3S-8 promulgated by the Commission, or any successor or similar form(sforms thereto) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration registering shares of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto)its Common Stock, whether or not for sale for its own accountthe account of the Company or for the account of any holder of securities of the Company (other than Registrable Securities) (a "PIGGYBACK REGISTRATION"), it will each such time give prompt written notice (a "NOTICE OF PIGGYBACK REGISTRATION") at least fifteen (15) days prior to each the anticipated filing date, to all Holders of the Holders Registrable Securities, of its intention to do so (an “Incidental and of such Holders' rights under this SECTION 1.3, which Notice of Piggyback Registration Notice”) and shall include a description of the intended method of disposition of such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writingsecurities. Upon the written request of any such Holders Holder made within ten (10) days after receipt of a Notice of Piggyback Registration (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such HolderHolder and the intended method of disposition thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall Company will use its commercially reasonable best efforts to include in the Registration Statement relating to such registration under the Securities Act Piggyback Registration all Registrable Securities which Echo the Company has been so requested to register by each Holder (subject to Section 2.2(c)); providedregister. Notwithstanding the foregoing, however, that if, at any time after giving written notice a Notice of its intention to register any equity securities Piggyback Registration and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, Echo shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith therewith) without prejudice, however, to the rights of any Requesting Holder entitled to do so to request that such registration be effected as provided for in Section 2.2(da Demand Registration under SECTION 1.1(a)) , and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice to the rights of the Holders to request that such registration be effected as a registration under Section 2.1securities. No registration effected under this Section 2.2 SECTION 1.3 shall relieve Echo the Company of its obligation obligations to effect any registration upon request a Demand Registration under Section 2.1SECTION 1.1.

Right to Include Registrable Securities. If Echo the Registrant at any time following after the commencement of the Second Echo Sale Window date hereof proposes to register any of its equity securities shares of common stock (which term shall not include convertible debt or convertible preferred stock) under the Securities Act by (other than a registration on Form S-1 S-4 or Form S-3S-8, or any successor or other forms promulgated for similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form theretopurposes), whether or not for sale for its own account, it the Registrant will at each such time time, give prompt written notice to each all Holders of the Holders Registrable Securities of its intention to do so (an “Incidental Registration Notice”) and of such notice shall offer the Holders of Registrable Securities the opportunity to register Holders' rights under such registration statement such number of Registrable Securities as each such Holder may request in writingthis Section 2. Upon the written request of any Holder receiving such Holders notice made within 15 days after the receipt of any such notice (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Registrant will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities of the same class as are being registered and which Echo the Registrant has been so requested to register by each Holder (subject the Holders thereof, to Section 2.2(c))the extent requisite to permit the disposition of the Registrable Securities to be so registered; provided, however, that (i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, Echo the Registrant shall determine pursuant to a Board Resolution for any reason not to register or to delay proceed with the proposed registration of such equity securitiesthe securities to be sold by it, the Company and Echo shall Registrant may, at its election, give written notice of such determination and its reasons therefor to the Holders and (i) in the case each Holder of a determination not to registerRegistrable Securities and, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(dtherewith)) , and (ii) in if such registration involves an underwritten offering of securities of the case of a determination to delay registering, shall be permitted to delay registering any same class as the Registrable Securities for to be included in such registration, all Holders of Registrable Securities requesting to be included in such registration must sell their Registrable Securities to the underwriters selected by the Registrant on the same period terms and conditions as apply to the delay Registrant with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in registering combined primary and secondary offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such other securities andregistration may elect, in the case of each of (i) and (ii) directly above, without prejudice writing prior to the rights effective date of the Holders registration statement filed in connection with such registration, not to request that register such securities in connection with such registration be effected as a registration under Section 2.1and shall have no liability with respect to any such withdrawal. No registration effected under this Section 2.2 2(a) shall relieve Echo the Registrant of its obligation to effect any registration upon request under Section 2.13(a) except as provided in such Section 3(g).

Right to Include Registrable Securities. If Echo at any time following the commencement of the Second Echo Sale Window Corporation proposes to register (including for this purpose a Registration effected by the Corporation for security holders of the Corporation other than Patriot pursuant to Section 3 hereof) any of its equity securities under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) and to file a Registration Statement (except registrations other than a Registration (i) pursuant to Section 2.1a Registration Statement on Form S-8, or other Registration solely relating to an offering or sale to employees or directors of the Corporation pursuant to any employee stock plan or other employee benefit arrangement, or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the 1933 Act, (ii) solely for registration pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or Registrable Securities, (iii) in connection with any dividend reinvestment or similar plan or (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or merger on Form S-4 securities of such entity or any successor form thereto)similar transaction) with respect thereto under the 1933 Act, whether or not for sale for its own accountaccount or for any security holder not as a result of a Demand Registration in a manner that would permit Registration of Registrable Securities for sale to the public under the 1933 Act (a “Public Offering”), it the Corporation will each such time promptly give prompt written notice to each of the Holders (i) of its intention to do so so, (an ii) of the form of Registration Statement of the SEC that has been selected by the Corporation and (iii) of the rights of Holders under this Section (the “Incidental Registration Section 2 Notice”) and such notice shall offer the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder may request in writing). Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall The Corporation will include in such registration under the Securities Act case of a proposed Public Offering all Registrable Securities which Echo has been so that the Corporation is requested in writing, within 15 calendar days after the Section 2 Notice is given, to register by each any Holder thereof (subject to Section 2.2(c)a “Piggy-Back Registration”); provided, however, that (x) if, at any time after giving written notice of its intention to register any equity securities Registrable Securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, Echo the Corporation shall determine pursuant to a Board Resolution not to register or to delay registration that none of such equity securitiesRegistrable Securities shall be registered, the Company and Echo shall Corporation may, at its election, give written notice of such determination and its reasons therefor each Holder that requested Registration pursuant to the Holders and (ithis Section 2(a) in the case of a determination not to registerand, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) abandoned Registration, and (iiy) in the case of a determination by the Corporation to delay registeringRegistration of Registrable Securities, the Corporation shall be permitted to delay registering any the Registration of such Registrable Securities pursuant to this Section for the same period as the delay in registering such other securities andRegistrable Securities by the Corporation, as the case may be or may abandon the Registration of Registrable Securities, in the case of each of (i) and (ii) directly above, without prejudice to the rights sole discretion of the Holders to request that such registration be effected as a registration under Section 2.1Corporation. No registration Registration effected under this Section 2.2 for less than all the Registrable Securities shall relieve Echo the Corporation of its obligation obligations to effect future Registrations of any registration upon request under Section 2.1remaining Registrable Securities. The expenses of a withdrawn Piggy-Back Registration shall be borne by the Corporation.

Right to Include Registrable Securities. If Echo at any time following the commencement after expiration of the Second Echo Sale Window Lock-Up Period the Issuer or PubliCo proposes to register any of its equity securities Securities or PubliCo Shares under the Securities Act by registration on Form S-1 or Form S-3, or any successor or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto)Act, whether or not for sale for its own accountaccount (other than pursuant to a registration statement on Form S-4 or Form S-8, any successor or similar forms or a registration statement for the sale of PubliCo Shares issuable or issued upon exchange, conversion or sale of Partners’ interests in HoldCo), in a manner that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will each such time promptly give prompt written notice to each of the Holders all Holders: (i) of its intention to do so so, (an ii) of the form of registration statement of the SEC that has been selected by the Issuer or PubliCo, as the case may be, and (iii) of rights of Holders under this Article III (the “Incidental Registration Article III Notice”) and such notice shall offer ). The Issuer or PubliCo, as the Holders of Registrable Securities the opportunity to register under such registration statement such number of Registrable Securities as each such Holder case may request in writing. Upon the written request of any such Holders (which request shall specify the maximum number of Registrable Securities intended to be registered by such Holder)be, made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall will include in such the proposed registration under the Securities Act all Registrable Securities which Echo has been so that the Issuer or PubliCo, as the case may be, is requested in writing, within 15 days after the Article III Notice is given, to register by each Holder the Holders thereof (subject to Section 2.2(c)the “Piggy-back Registration”); provided, however, that (i) if, at any time after giving written notice of its intention to register any equity securities Securities or PubliCo Shares and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, Echo the Issuer or PubliCo, as the case may be, shall determine pursuant to a Board Resolution not to register or to delay registration that none of such equity securitiesSecurities or PubliCo Shares shall be registered, the Company and Echo shall Issuer or PubliCo, as the case may be, may, at its election, give written notice of such determination and its reasons therefor to the all Holders and (i) in the case of a determination not to registerwho so requested registration and, Echo thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but abandoned registration, without prejudice, however, to the Company shall not be relieved from any obligation to pay the Registration Expenses in connection therewith as provided for in Section 2.2(d)) rights of Holders under Article II hereof and (ii) in the case of a determination by the Issuer or PubliCo, as the case may be, to delay registeringregistration of its Securities or PubliCo Shares, the Issuer or PubliCo, as the case may be, shall be permitted to delay registering any the registration of such Registrable Securities pursuant to this Article III for the same period as the delay in registering such other securities andSecurities or PubliCo Shares by the Issuer or PubliCo, as the case may be or may abandon the registration of Securities, in the case of each of (i) and (ii) directly above, without prejudice to the rights sole discretion of the Holders to request that such registration be effected Issuer or PubliCo, as a registration under Section 2.1the case may be. No registration effected under this Section 2.2 Article III shall relieve Echo the Issuer or PubliCo, as the case may be, of its obligation obligations to effect any registration registrations upon request under Section 2.1Article II. If the Piggy-back Registration will be an underwritten offering, the Issuer or PubliCo, as the case may be, will be entitled to select all of the underwriters.

Right to Include Registrable Securities. If Echo at any time following from and after the commencement of Closing Date the Second Echo Sale Window Company proposes to register any of its equity securities Notes or Common Shares under the Securities Act (other than (A) any registration of public sales or distributions solely by registration on Form S-1 and for the account of the Company of securities issued (x) pursuant to any employee benefit or Form S-3, similar plan or any successor dividend reinvestment plan or similar form(s(y) in any acquisition by the Company or (except registrations (iB) pursuant to Section 2.12.1 hereof), (ii) solely for registration of equity securities either in connection with a primary offering for cash for the account of the Company or a secondary offering for the account of any holders of the Company's securities (in each case, an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition or merger on Form S-4 or any successor form thereto"Incidental Registration"), whether or not for sale for its own accountthe Company shall, each time it will each intends to effect such time a registration, give prompt written notice to each of the Holders of its intention to do so (an “Incidental Registration Notice”) and such notice shall offer the all Holders of Registrable Securities at least ten (10) but no more than thirty (30) Business Days prior to the opportunity to register under such expected initial filing of a registration statement with the SEC pertaining thereto (an "Incidental Registration Statement"), informing such number Holders of its intent to file such Incidental Registration Statement, the expected filing date, and of the Holders' rights to request the registration of certain Registrable Securities as each such Holder may request in writingheld by the Holders under this Section 2.2 (the "Company Notice"). Upon the written request of any Holder made within seven (7) Business Days after any such Holders Company Notice is given (which request shall specify the maximum number of Registrable Securities intended to be registered disposed of by such HolderHolder and the intended method of distribution thereof), made as promptly as practicable and in any event within three (3) Business Days after the receipt of any such notice, Echo shall include in such Company will use all reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which Echo Shares (and, if the Company proposes or is required pursuant to another section of this Agreement to register Notes in such offering, all other Registrable Securities) that the Company has been so requested to register by each Holder such Holders to the extent required to permit the disposition (subject in accordance with the intended methods of distribution thereof or, in the case of a registration which is intended to Section 2.2(c))effect a primary offering for cash for the account of the Company, in accordance with the Company's intended method of distribution) of the Registrable Securities so requested to be registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Incidental Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Incidental Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Incidental Registration Statement or by the Securities Act, any state securities or blue sky laws, or any rules and regulations thereunder; provided, however, that if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement Incidental Registration Statement filed in connection with such registration, Echo the Company shall determine pursuant to a Board Resolution for any reason not to register or to delay registration of such equity securities, the Company and Echo shall may, at its election, give written notice of such determination and its reasons therefor to the Holders and each Holder of Registrable Securities and, thereupon, (iA) in the case of a determination not to register, Echo the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but the Company shall not be relieved from any its obligation to pay the Registration Expenses incurred in connection therewith as provided for in Section 2.2(dtherewith)) , and (iiB) in the case of a determination to delay registeringsuch registration, the Company shall be permitted to delay registering registration of any Registrable Securities requested to be included in such Incidental Registration Statement for the same period as the delay in registering such other securities and, in the case of each of (i) and (ii) directly above, without prejudice securities. The registration rights granted pursuant to the rights provisions of the Holders to request that such registration be effected as a registration under Section 2.1. No registration effected under this Section 2.2 shall relieve Echo be in addition to the registration rights granted pursuant to the other provisions of its obligation to effect any registration upon request under Section 2.1this Section.