Common use of Shelf Takedowns Clause in Contracts

Shelf Takedowns. In the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k).

Shelf Takedowns. In Subject to the event provisions of Section 2(c) hereof, the CD&R Stockholders shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by them as are then registered pursuant to a Shelf Registration Statement (each, a “Shelf Takedown”). The number of Shelf Takedowns that Echo files the CD&R Stockholders may effect pursuant to this Section 2(b) shall not be limited, provided that the number of Underwritten Offerings that may be effected hereunder shall be limited to a shelf registration statement under Rule 415 total of four (4) (less any Demand Requests made pursuant to Section 2(e)), with only two (2) such Underwritten Offerings where the plan of distribution contemplates a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (any such Underwritten Offering, a “Marketed Underwritten Shelf Offering”). Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to the CD&R Stockholders (including an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act pursuant with respect to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder the disposition of all Registrable Securities registered on such covered by the Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities intended methods of disposition by the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders CD&R Stockholders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as Takedown. The CD&R Stockholders selling any Registrable Securities pursuant to a Shelf Takedown shall give the Company prompt written notice of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is consummation of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(kTakedown (whether or not such Shelf Takedown constitutes an Underwritten Offering).

Shelf Takedowns. In the event that Echo the Company files a shelf registration statement under Rule 415 of the Securities Act Shelf Registration Statement pursuant to a Holder Demand Section 2.1.1 and such registration statement becomes effective (such registration statementeffective, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement the Holders shall have the right at any time or from time to time to elect to sell their Registrable Securities Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering, including a “block trade” conducted as an underwritten offering, offering of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable SecuritiesShares”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement). Any A Holder making a Holder Demand may shall make such election with respect to an underwritten offering by delivering to Echo the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo the Company specifying the number of Shelf Registrable Securities Shares that such Holder desires the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (orRequest, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j)other Holders. Echo The Company shall include in such Shelf Underwriting (x) the Shelf Registrable Securities Shares of the Holders Holder(s) making the such Shelf Underwriting Request and (y) the Shelf Registrable Securities Shares of any other Holder of Shelf Registrable Securities Shares which shall have made a written request to Echo the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities Shares intended to be disposed of by such Holder) within five (such persons, “Potential Takedown Participants”5) within three (3) Business Days days after the receipt of the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)Notice. If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo The Company shall, as expeditiously as possible, possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities Shares may request, and Echo the Company shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in . In connection with any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by Company shall follow the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to procedures set forth in Section 2.1(k)2.3.

Shelf Takedowns. In the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(jSection 2.1 (j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k).

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Resale Shelf Registration Statement”), any Holder Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offeringResale Shelf Registration”), pursuant to such registration statement (“Shelf Registrable Securities”is effective and its use has not been otherwise suspended by Pubco in accordance with the terms of Section 2(f) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying the number of by any Investor that is, in either case, a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”). As promptly as practicable, but no later Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “take down offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that, subject to the MNPI Provisions, Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade initiated prior to the three (3) year anniversary of the consummation of the Mergers, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to the three (3) year anniversary of the consummation of the Mergers and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a “block trade,” such shorter period as is reasonably practicablenon-marketed underwritten takedown offering (other than a Block Trade), Echo shall give written the Business Day following the date notice is given to such participant, (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number case of Registrable Securities as each a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request participant and (yC) in the Shelf Registrable Securities case of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such personsmarketed underwritten takedown offering, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Holder and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateoffering. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. In (a) At any time the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes Company has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) , any Investor Party, by notice to the Company specifying the intended method or in any other manner contemplated by the “Plan methods of Distribution” in such registration statement. Any Holder making a Holder Demand disposition thereof, may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) for such underwritten offering to Echo specifying that the number Company effect an Underwritten Shelf Takedown of Shelf all or a portion of the Investor Party’s Registrable Securities that are registered on such Holder desires Shelf Registration Statement, and as soon as practicable thereafter, the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose, subject to sell pursuant to such underwritten offering all applicable provisions of this Agreement. (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2b) Business Days after Promptly upon receipt of a Shelf Underwriting Takedown Request (or, but in the case of a “block trade,” no event more than two Business Days thereafter (or such shorter period as is may be reasonably practicablerequested in connection with an underwritten “block trade”)) for any Underwritten Shelf Takedown, Echo the Company shall give written deliver a notice (the a “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Investor Party with Registrable Securities covered by the applicable Registration Statement, or to all Holders of other Investor Parties if such Registration Statement is undesignated. The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder the Investor Party the opportunity to include in the any Underwritten Shelf Underwriting that Takedown such number of Registrable Securities as each such Holder Investor Party may request in writing in accordance with this Section 2.1(j)writing. Echo The Company shall include in the Underwritten Shelf Takedown all such Shelf Underwriting Registrable Securities with respect to which the Company has received written requests for inclusion therein within three Business Days (xor such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in delivered. Any Investor Party shall have the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s right to withdraw its request to participate in such an Underwritten Shelf Underwriting shall be binding on Takedown by giving written notice to the Potential Takedown ParticipantCompany of its request to withdraw; provided that each such Potential Takedown Participant that elects request must be made in writing prior to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) the execution of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statementunderwriting agreement; provided, howeverfurther, that Echo such Investor Party shall not be required have no rights under this Agreement to facilitate a initiate an Underwritten Shelf Underwriting until at least 90 days after the later of Takedown for six months following the date of such written notice to the underwriting agreement in Company of its withdrawal. Notwithstanding the delivery of any prior Shelf Underwriting effected pursuant Takedown Notice, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (4.2 shall be determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Investor.

Shelf Takedowns. In the event that Echo files At any time when a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) sale or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request distribution plan (a “Resale Shelf Underwriting RequestRegistration”) for such underwritten offering to Echo specifying is effective and its use has not been otherwise suspended by Pubco in accordance with the number terms of Shelf Section 1(c) above, upon a written demand (a “Takedown Demand”) by any Controlling Investor or the holders of a majority of the CVAN Registrable Securities that is, in either case, a Shelf Participant holding Registrable Securities at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”). As promptly as practicable, but no later Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “take down offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade initiated prior to the three (3) year anniversary of the consummation of Pubco’s Initial Public Offering, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to the three (3) year anniversary of the consummation of Pubco’s Initial Public Offering and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a “block trade,” such shorter period as is reasonably practicablenon-marketed underwritten takedown offering (other than a Block Trade), Echo shall give written the Business Day following the date notice is given to such participant, (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number case of Registrable Securities as each a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request participant and (yC) in the Shelf Registrable Securities case of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such personsmarketed underwritten takedown offering, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Holder and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects offering subject to participate may condition its participation on such Shelf Underwriting being completed within ten (10Section 1(e) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participatebelow. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Existing Resale Shelf Registration Statement”), any Holder OEP Resale Shelf Registration Statement, the Deerfield Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Resale Shelf Registrable SecuritiesRegistration”) or is effective and its use has not been otherwise suspended by Pubco in any other manner contemplated by accordance with the “Plan terms of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo Section 2(f) below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying the number of by any Investor that is, in either case, a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”). As promptly as practicable, but no later Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade initiated prior to November 8, 2022, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to November 8, 2022 and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a “block trade,” such shorter period as is reasonably practicablenon-marketed underwritten takedown offering (other than a Block Trade), Echo shall give written the Business Day following the date notice is given to such participant, (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number case of Registrable Securities as each a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request participant and (yC) in the Shelf Registrable Securities case of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such personsmarketed underwritten takedown offering, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Holder and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateoffering. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Resale Shelf Registration Statement”), any Holder Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Resale Shelf Registrable SecuritiesRegistration”) or in any other manner contemplated is effective and its use has not been otherwise suspended by the “Plan Company in accordance with the terms of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo Section 2(f) below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for by any Registration Rights Holder that is, in either case, a Shelf Participant holding Registrable Securities at such time (the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that the Company will provide in connection with any marketed underwritten offering takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to Echo specifying each holder of Registrable Securities (other than the number Initiating Holder) that is a Shelf Participant. In connection with any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than five (5) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Participant agrees that such Holder desires to sell pursuant to such underwritten offering (holder shall treat as confidential the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case notice of a “block trade,” such shorter period as is reasonably practicable), Echo Takedown Demand and shall give written notice (not disclose or use the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include information contained in such Shelf Underwriting (x) notice without the Shelf Registrable Securities prior written consent of the Holders making Company until such time as the Shelf Underwriting Request and (y) information contained therein is or becomes available to the Shelf Registrable Securities of any public generally, other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted than as a “block trade,” any Potential Takedown Participant’s request to participate result of disclosure by the holder in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) breach of the closing price for the shares terms of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. In At any time when a Shelf Registration statement is effective and its use has not been suspended by the event that Echo files Company pursuant to Section 2(b), upon the demand (a shelf registration statement under Rule 415 “Takedown Demand”) by any member of the Securities Act pursuant to KKR Group, the Silver Lake Group or the Holdings Group that is a Holder Demand and Shelf Participant holding Registrable Shares at such registration becomes effective time (such registration statement, a the “Shelf Registration StatementInitiating Equity Holder”), any Holder the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities registered on shares off of such Shelf Registration Statement Registration; provided that (i) each of the KKR Group, the Silver Lake Group and the Holdings Group shall have the right at any time or from time to time to elect to sell Registrable Securities make no more than two Takedown Demands, in an underwritten offeringeach case, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by twelve (12) month period; (ii) the “Plan of Distribution” Company shall not be obligated to effect a Marketed Underwritten Takedown Offering unless the shares requested to be sold in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request offering have an aggregate market value (a “Shelf Underwriting Request”based on the most recent closing price of the Common Stock at the time of the demand) for such underwritten offering to Echo specifying of at least $25,000,000 (net of Registration Expenses); and (iii) the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering Company will provide (the “Shelf Underwriting”). As promptly as practicable, but no later than x) in connection with any Overnight Underwritten Takedown Offering at least two (2) Business Days after receipt of business days notice to any Equity Investor (other than the Initiating Equity Holder) that is a Shelf Underwriting Request Participant, and (ory) in connection with any Marketed Underwritten Takedown Offering, at least five (5) business days notice to any Eligible Holder (other than the Initiating Equity Holder) that is a Shelf Participant entitled to participate therein. If any Shelf Participants entitled to receive a notice pursuant to clause (iii) of the preceding sentence request inclusion of their Eligible Shares (by notice to the Company, which notice must be received by the Company no later than (A) in the case of an Overnight Underwritten Takedown Offering, the business day following the date notice is given to such participant or (B) in the case of a “block trade,” such shorter period as is reasonably practicable)Marketed Underwritten Takedown Offering, Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after calendar days following the Shelf Underwriting Notice has been delivered (or, date notice is given to such participant) the Company shall include such shares in the case Underwritten Takedown Offering so long as such participants agree to be bound by the applicable provisions of a “block trade,” one this Section 2; provided that (1) Business Day). If the Initiating Equity Holder shall maintain the right to select the managing underwriter for such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on offering (with the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) consent of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shallCompany, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo which consent shall not be required unreasonably withheld, delayed or conditioned) and (2) if such managing underwriter determines that marketing factors require a limitation on the number of shares to facilitate a be underwritten, the managing underwriter may limit the number of shares proposed to be included in such offering such that the number of Eligible Shares to be included shall be determined in the manner set forth in Section 2(c). The Shelf Underwriting until at least 90 days after Participants participating in such offering and the later of the date of the Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters of such offering. Any Shelf Participant who has requested inclusion in such Underwritten Takedown Offering as provided above (including the Initiating Equity Holder) may elect to withdraw therefrom at any time prior Shelf Underwriting effected pursuant to this Section 2.1(j) the consummation of the takedown by written notice to the Company, the managing underwriter and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to Initiating Equity Holder; provided that, if the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in underwriters’ counsel reasonably determines that such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as withdrawal would require a recirculation of the date prospectus, then no Eligible Holder shall have the Shelf Underwriting Request is made), right to withdraw unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Initiating Equity Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject has elected to Section 2.1(k)withdraw.

Shelf Takedowns. In (a) At any time the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes Company has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) , a Qualified Holder, by notice to the Company specifying the intended method or in any other manner contemplated by the “Plan methods of Distribution” in such registration statement. Any Holder making a Holder Demand disposition thereof, may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) for that the Company effect an Underwritten Shelf Takedown of all or a portion of such underwritten offering to Echo specifying the number of Shelf Qualified Holder’s Registrable Securities that are registered on such Holder desires Shelf Registration Statement, and as soon as practicable thereafter, the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose, subject to sell pursuant to such underwritten offering all applicable provisions of this Agreement. (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2b) Business Days after Promptly upon receipt of a Shelf Underwriting Takedown Request (or, but in the case of a “block trade,” no event more than two Business Days thereafter (or such shorter period as is may be reasonably practicablerequested in connection with an underwritten “block trade”) for any Underwritten Shelf Takedown), Echo the Company shall give written deliver a notice (the a “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders of if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder such Potential Takedown Participant the opportunity to include in the any Underwritten Shelf Underwriting that Takedown such number of Registrable Securities as each such Holder Potential Takedown Participant may request in writing in accordance with this Section 2.1(j)writing. Echo The Company shall include in the Underwritten Shelf Takedown all such Shelf Underwriting Registrable Securities with respect to which the Company has received written requests for inclusion therein within three Business Days (xor such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)delivered. If such Shelf Underwriting is being conducted as a “block trade,” any Any Potential Takedown Participant’s request to participate in such an Underwritten Shelf Underwriting Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such the Underwritten Shelf Underwriting Takedown being completed within ten (10) 10 Business Days and/or of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (9290%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateparticipate (the “Participation Conditions”). Echo shallNotwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as expeditiously to whether to complete any Underwritten Shelf Takedown and as possibleto the timing, use its reasonable best efforts to facilitate such manner, price and other terms of any Underwritten Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo Takedown contemplated by this Section 3.2 shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)initiating Qualified Holders.

Shelf Takedowns. In (a) At any time the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes Company has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) , a Qualified Holder, by notice to the Company specifying the intended method or in any other manner contemplated by the “Plan methods of Distribution” in such registration statement. Any Holder making a Holder Demand disposition thereof, may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) for that the Company effect an Underwritten Shelf Takedown of all or a portion of such underwritten offering to Echo specifying the number of Shelf Qualified Holder’s Registrable Securities that are registered on such Holder desires Shelf Registration Statement, and as soon as practicable thereafter, the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose, subject to sell pursuant to such underwritten offering all applicable provisions of this Agreement. (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2b) Business Days after Promptly upon receipt of a Shelf Underwriting Takedown Request (or, but in the case of a “block trade,” no event more than two Business Days thereafter (or such shorter period as is may be reasonably practicable)requested in connection with an underwritten “block trade”) for any Underwritten Shelf Takedown, Echo the Company shall give written deliver a notice (the a “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders of if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder such Potential Takedown Participant the opportunity to include in the any Underwritten Shelf Underwriting that Takedown such number of Registrable Securities as each such Holder Potential Takedown Participant may request in writing in accordance with this Section 2.1(j)writing. Echo The Company shall include in the Underwritten Shelf Takedown all such Shelf Underwriting Registrable Securities with respect to which the Company has received written requests for inclusion therein within three Business Days (xor such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)delivered. If such Shelf Underwriting is being conducted as a “block trade,” any Any Potential Takedown Participant’s request to participate in such an Underwritten Shelf Underwriting Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such the Underwritten Shelf Underwriting Takedown being completed within ten (10) 10 Business Days and/or of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (9290%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateparticipate (the “Participation Conditions”). Echo shallNotwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as expeditiously to whether to complete any Underwritten Shelf Takedown and as possibleto the timing, use its reasonable best efforts to facilitate such manner, price and other terms of any Underwritten Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo Takedown contemplated by this Section 3.2 shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)initiating Qualified Holders.

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Resale Shelf Registration Statement”), any Holder Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Resale Shelf Registrable SecuritiesRegistration”) or is effective and its use has not been otherwise suspended by Pubco in any other manner contemplated by accordance with the “Plan terms of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo Section 2(f) below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying the number of by any Investor that is, in either case, a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”). As promptly as practicable, but no later Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “take down offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade initiated prior to the three (3) year anniversary of the consummation of the Merger, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to the three (3) year anniversary of the consummation of the Merger and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a “block trade,” such shorter period as is reasonably practicablenon-marketed underwritten takedown offering (other than a Block Trade), Echo shall give written the Business Day following the date notice is given to such participant, (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number case of Registrable Securities as each a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request participant and (yC) in the Shelf Registrable Securities case of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such personsmarketed underwritten takedown offering, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Holder and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateoffering. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. Each of the Company and the Shareholder agree that, in the event that the Company or the Shareholder intends to effect an underwritten offering of the Common Stock or Convertible Preferred Stock registered on a shelf registration statement pursuant to Rule 415 under the Securities Act (a "Shelf Takedown"), then it shall give the other party at least five (5), but not more than thirty (30) Business Days written notice prior to filing the prospectus supplement with respect to such Shelf Takedown (a " Lock-up Notice"). In the event that Echo files the Company receives a shelf registration statement under Rule 415 Lock-up Notice from the Shareholder, the Company may, within five (5) Business Days of receipt of a Lock-up Notice, give the Shareholder written notice (a "Pre-emptive Notice") that the Company will use commercially reasonable efforts to promptly effect a Shelf Takedown. The Company shall have thirty (30) Business Days from the date of the Securities Act Pre-emptive Notice in which to effect a Shelf Takedown (the "Standoff Period"). If the Company does not effect a Shelf Takedown within the Standoff Period, the Shareholder may effect a Shelf Takedown within fifteen (15) Business Days thereafter. If (A) the Company delivers a Lock-up Notice or the Company delivers a Pre-emptive Notice, in each case to the Shareholder, and effects a Shelf Takedown within the time period specified in that notice, or (B) the Shareholder delivers a Lock-up Notice and the Shareholder effects a Shelf Takedown as specified in the Lock-up Notice, then, the Shareholder, in the event of the circumstances described in clause (A), shall not, during the period beginning on the date of the Lock-up Notice or Pre-emptive Notice, as the case may be, and ending up to ninety (90) days after the date of the prospectus supplement with respect to the Shelf Takedown, or such shorter period as may be agreed to by the parties, or the Company, in the event of the circumstances described in clause (B), shall not, during the period beginning on the date of the Lock-up Notice and ending up to ninety (90) days after the date of the prospectus supplement with respect to the Shelf Takedown, or such shorter period as may be agreed to by the parties, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date of the prospectus supplement or otherwise pursuant to the Company's then existing employee or director benefit plans, (B) the granting of any rights to acquire shares of Common Stock pursuant to the Company's then existing employee benefit plans, (C) the filing and effectiveness of the Shelf Registration Statement or (D) sales of Piggy-Back Shares by the Shareholder pursuant to the exercise of rights granted by Section 4.1(a). The Company may not deliver more than one (1) Pre-emptive Notice in any 12-month period. (a) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time, not to exceed ninety (90) days in the case of clauses (i) and (ii) below, or thirty (30) days in the case of clause (iii) below (each, a "Blackout Period"), any Shelf Takedown proposed by the Shareholder if the Company shall determine that any such Shelf Takedown would (i) in the good faith judgment of the Board of Directors of the Company, unreasonably impede, delay or otherwise interfere with any pending or contemplated financing (other than a Shelf Takedown), acquisition, corporate reorganization or other similar transaction involving the Company, (ii) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company (other than Common Stock pursuant to a Holder Demand Shelf Takedown) or (iii) in good faith judgment of the Board of Directors of the Company require disclosure of material non-public information (other than information relating to an event described in clause (i) or (ii) of this subsection (b)) which, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; provided, however, that in the case of a Blackout Period pursuant to clause (i) or (ii) above, the Blackout Period shall earlier terminate upon the completion or abandonment of the relevant securities offering or sale, financing, acquisition, corporate reorganization or other similar transaction; and provided, further, that in the case of a Blackout Period pursuant to clause (iii) above, the Company shall give written notice of its determination to postpone or delay any Shelf Takedown and the Blackout Period shall earlier terminate upon public disclosure by the Company or public admission by the Company of such registration becomes effective material non-public information or such time as such material non-public information shall be publicly disclosed without breach of the last sentence of this subsection (such registration statementb); and provided, further, that in the case of a “Shelf Registration Statement”Blackout Period pursuant to clause (i), any Holder (ii) or (iii) above, the Company shall furnish to the Shareholder a certificate of Registrable Securities registered on such Shelf Registration Statement an executive officer of the Company to the effect that an event permitting a Blackout Period has occurred. Notwithstanding anything herein to the contrary, the Company shall have not exercise pursuant to clause (i) or (ii) of the preceding sentence the right at any time to postpone or from time to time to elect to sell Registrable Securities in an underwritten offering, including delay a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or Takedown more than twice in any other manner contemplated twelve (12) month period. Upon notice by the “Plan Company to the Shareholder of Distribution” in any such registration statement. Any Holder making a Holder Demand may make determination, the Shareholder covenants that it shall keep the fact of any such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicablenotice strictly confidential, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (orand, in the case of a “block trade,” Blackout Period pursuant to clause (iii) above or Section 4.2(c) below, promptly halt any offer, sale, trading or transfer by it or any of its Affiliates of any Common Stock for the duration of the Blackout Period set forth in such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of or until such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice Blackout Period shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request be earlier terminated in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (xby the Company) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities promptly halt any use, publication, dissemination or distribution of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings prospectus supplement with respect to such Shelf Registration Statement; providedTakedown, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after and any amendment or supplement thereto by it and any of its Affiliates for the later duration of the date Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in such Shareholder's possession of the underwriting agreement such prospectus supplement. (b) Anything in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything Agreement to the contrary notwithstanding, in this case the Shareholder has initiated, but not priced, a Shelf Takedown, if a transaction of the type specified in Section 2.1(j4.2(b)(i) has not resulted from actions taken by the Company, the Company may cause such Shelf Takedown to be postponed for a reasonable period of time, not to exceed the Blackout Period applicable to Section 4.2(b)(i). (c) The Shareholder may not effect more than two (2) Shelf Takedowns in any twelve (12) month period and may not effect a Shelf Takedown at any time after the Company has delivered notice of the redemption of the Convertible Preferred Stock to the Shareholder other than a Shelf Takedown that was initiated prior to delivery of such notice of redemption and delayed as a result of subsection (a), (Ab) each Shelf Underwriting must include, in the aggregate or (based on the shares c) of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to this Section 2.1(k)4.2.

Shelf Takedowns. In (a) At any time the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes Corporation has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) , a Qualified Holder, by notice to the Corporation specifying the intended method or in any other manner contemplated by the “Plan methods of Distribution” in such registration statement. Any Holder making a Holder Demand disposition thereof, may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) for that (i) the Corporation effect an Underwritten Shelf Takedown of all or a portion of such underwritten offering to Echo specifying the number of Shelf Qualified Holder’s Registrable Securities that are registered on such Shelf Registration Statement, and as soon as practicable thereafter or (ii) if the Corporation is a WKSI and has filed a Registration Statement on Form S-3ASR, the Corporation file a prospectus supplement with respect to the resale of Registrable Securities held by the Qualified Holder desires to sell pursuant to such underwritten offering (the “Shelf UnderwritingS-3 ASR Supplement”). As promptly , the Corporation shall amend or supplement the Shelf Registration Statement as practicablenecessary for such purpose, but no later than two subject to all applicable provisions of this Agreement. (2b) Business Days after Promptly upon receipt of a Shelf Underwriting Takedown Request (or, but in the case of a “block trade,” no event more than two Business Days thereafter (or such shorter period as is may be reasonably practicablerequested in connection with an underwritten “block trade”)) for any Underwritten Shelf Takedown, Echo the Corporation shall give written deliver a notice (the a “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders of if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder such Potential Takedown Participant the opportunity to include in any Underwritten Shelf Takedown or the Shelf Underwriting that S-3 ASR Supplement such number of Registrable Securities as each such Holder Potential Takedown Participant may request in writing in accordance with this Section 2.1(j)writing. Echo The Corporation shall include in the Underwritten Shelf Takedown or the S-3 ASR Supplement all such Shelf Underwriting Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within three Business Days (xor such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)delivered. If such Shelf Underwriting is being conducted as a “block trade,” any Any Potential Takedown Participant’s request to participate in such an Underwritten Shelf Underwriting Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such the Underwritten Shelf Underwriting Takedown being completed within ten (10) 10 Business Days and/or of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (9290%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateparticipate (the “Participation Conditions”). Echo shallNotwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as expeditiously to whether to complete any Underwritten Shelf Takedown and as possibleto the timing, use its reasonable best efforts to facilitate such manner, price and other terms of any Underwritten Shelf Underwriting. Once Takedown contemplated by this Section 3.2 shall be determined by the Qualified Holders Beneficially Owning a Shelf Registration Statement has been declared effective, the Holders majority of Registrable Securities may requestparticipating in the Registration, and Echo shall be required subject to facilitateapproval by the Corporation, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo which shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j)unreasonably withheld, (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)conditioned or delayed.

Shelf Takedowns. In the event that Echo files a shelf registration statement under Rule 415 Each of the Securities Act pursuant to a Holder Demand and such registration becomes effective Major Investors (such registration statementeach, a “Shelf Requesting Holder”) shall be entitled, at any time and from time to time when a Shelf Registration Statement”), any Holder of Statement covering such Major Investor’s Registrable Securities is effective, to sell any of their Registrable Securities held by them as are then registered on pursuant to such Shelf Registration Statement shall have in an Underwritten Offering (each, a “Shelf Takedown”) so long as such request covers at least $10 million worth of the right market value of shares of Common Stock at any the time of the Shelf Takedown Request or from time to time to elect to sell such lesser amount if all Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, available for sale by all Major Investors pursuant to such registration statement (“are requested to be included. The Shelf Registrable Securities”Requesting Holder(s) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may shall make such election by delivering to Echo the Company a written request (a “Shelf Underwriting Takedown Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires Shelf Requesting Holder(s) desire to sell pursuant to such underwritten offering Shelf Takedown. Promptly upon receipt of any such request for a Shelf Takedown (the “Shelf Underwriting”). As promptly as practicable, but in no later event more than two (2) Business Days after receipt of a Shelf Underwriting Request thereafter (or, or more than one (1) Business Day thereafter in the case of a “block trade,” such shorter period as is reasonably practicableconnection with an underwritten Block Sale)), Echo the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request request to all Holders of Major Investors that are not Shelf Registrable SecuritiesRequesting Holders, if any, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo Company shall include in such Shelf Underwriting (x) Takedown, the Shelf number of Registrable Securities of the Holders making the Shelf Underwriting Request Requesting Holder(s) and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which Major Investor that shall have made a written request to Echo the Company for inclusion of their Registrable Securities in such the Shelf Underwriting Registration Statement (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of sold by such HolderMajor Investor) (such persons, “Potential Takedown Participants”) and with respect to which the Company has received written requests for inclusion therein within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” or one (1) Business Day)Day thereafter in connection with an underwritten Block Sale) after the date the Company’s notice was delivered. If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown ParticipantAny Major Investor’s request to participate in such a Shelf Underwriting Takedown shall be binding on the Potential Takedown Participantsuch Major Investor; provided that each such Potential Takedown Participant Major Investor that elects to participate may condition its participation on such the Shelf Underwriting Takedown’s being completed within ten (10) Business Days and/or its acceptance of the Company’s receipt of such Major Investor’s request for inclusion at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant Major Investor of not less than ninety two percent (92%) (or such lesser a percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to the date of such Potential Major Investor’s request for inclusion, all as may be specified in such Major Investor’s request for inclusion in such Shelf Takedown Participant’s election (the “Participation Conditions”). Notwithstanding the delivery by the Company of any notice of a Shelf Takedown Request, but subject to participatethe Participation Conditions (to the extent applicable), all determinations as to whether to complete any Shelf Takedown and as to the timing, manner, price and other terms of any Shelf Takedown contemplated by this Subsection 2.1(d) shall be determined by the Shelf Requesting Holder(s). Echo The Company shall, as expeditiously as possiblepossible (and in any event within five (5) Business Days after the receipt of a Shelf Takedown Request, use its reasonable best efforts unless a longer period is agreed to by the Shelf Requesting Holder(s)), facilitate such Shelf UnderwritingTakedown. Once The number of Shelf Takedowns that the applicable Major Investors may effect pursuant to this Subsection 2.1(d) shall not be limited, subject to the minimum dollar threshold set forth in the first sentence of this Subsection 2.1(d). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Shelf Requesting Holder(s). The Company shall not be obligated to take any action to effect any Shelf Takedown if a Demand Registration or Piggyback Registration, other than a Shelf Registration Statement, was declared effective or a Shelf Takedown was consummated within the preceding sixty (60) days (unless otherwise consented to by the Company). If the Shelf Requesting Holder(s) wish to engage in a Block Sale that is an Underwritten Offering off a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, (either through filing an unlimited number of Automatic Shelf Underwritings with respect to such Registration Statement or through a take-down from an already existing Shelf Registration Statement; provided), however, that Echo then the Shelf Requesting Holder(s) shall not be required work with the Company and the underwriters prior to making such request in order to facilitate a Shelf Underwriting until at least 90 days after (i) the later Company’s preparation of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) registration statement, prospectus and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything other offering documentation related to the contrary in this Section 2.1(j)Block Sale, (Aii) each Shelf Underwriting must include, in the aggregate underwriters’ due diligence and (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held iii) delivery by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Company of customary comfort letters.

Shelf Takedowns. In (i) At any time during which the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes Company has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Sponsor’s Registrable Securities”) , by notice to the Company specifying the intended method or in any other manner contemplated by the “Plan methods of Distribution” in disposition thereof, such registration statement. Any Holder making a Holder Demand Sponsor may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) to the Company to effect an offering of such Registrable Securities, including an Underwritten Shelf Takedown, of all or a portion of such Sponsor’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such underwritten offering purpose. (ii) If at any time and from time to Echo specifying time any Sponsor issues a Shelf Takedown Request, then the Company shall use reasonable best efforts to include in such Underwritten Shelf Takedown, a number of shares of Common Stock at least equal to the number of Shelf Registrable Securities Excess Shares that such Holder desires have not yet been issued by the Company in accordance with this Agreement or otherwise settled through payment to sell pursuant to such underwritten offering the Selling Equityholders in accordance with Section 2.9(c)(i) or Section 2.9(d)(i) of the Merger Agreement (the “Shelf UnderwritingRemaining Excess Shares”), which shall be issued by the Company and sold in the Underwritten Shelf Takedown with all other equity securities included in the proposed Underwritten Shelf Takedown. As promptly as practicable, The Company shall remit the gross proceeds thereof (less any underwriting discounts and commissions) relating to the number of any Remaining Excess Shares actually sold by the Company in any such Underwritten Shelf Takedown to the Selling Equityholders in accordance with Section 2.9 of the Merger Agreement. (iii) Promptly upon receipt of a Shelf Takedown Request (but in no later event more than two (2) Business Days after receipt of thereafter) for any Underwritten Shelf Takedown, the Company shall deliver a Shelf Underwriting Request notice (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders of if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder such Potential Takedown Participant the opportunity to include in the any Underwritten Shelf Underwriting Takedown that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j)writing. Echo The Company shall include in the Underwritten Shelf Takedown all such Shelf Underwriting (x) the Shelf Registrable Securities of with respect to which the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a Company has received written request to Echo requests for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) therein within three (3) Business Days after the date that the Shelf Underwriting Takedown Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)delivered. If Each such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown ParticipantHolder’s request to participate in such an Underwritten Shelf Underwriting Takedown shall be binding on the Potential Takedown Participantsuch Holder; provided provided, that each such Potential Takedown Participant that elects to participate may condition its participation on such the Underwritten Shelf Underwriting Takedown being completed within ten (10) Business Days and/or of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant Holder of not less than ninety two percent (9290%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown ParticipantHolder’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings . (iv) Other than with respect to such Shelf Registration Statement; providedits obligations to conduct an Early Trigger Offering or Outside Date Offering pursuant to Section 4.1(g), however, that Echo the Company shall not be required obligated to facilitate a take any action to effect any Underwritten Shelf Underwriting until at least 90 Takedown if an Underwritten Shelf Takedown was consummated within the preceding forty-five (45) days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant (unless otherwise consented to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(kCompany’s Board of Directors).

Shelf Takedowns. In connection with any shelf takedown that is demanded by the event that Echo files a shelf registration statement under Rule 415 Purchaser, the Company will: (a) cooperate with the Purchaser and the sole underwriter or managing underwriter of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof), and registered in such names as the Purchaser or the sole underwriter or managing underwriter of an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan offering of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, if any, may reasonably request at least five days prior to any sale of such Registrable Securities; (b) furnish to the Purchaser and the Shelf Underwriting Notice shall offer to each Holder the opportunity to include underwriter, if any, participating in the Shelf Underwriting that number relevant offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as the Purchaser or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by the Purchaser and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus; (c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use reasonable efforts to keep each such Holder registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may request be reasonably necessary or advisable to enable each such underwriter, if any, and/or the Purchaser to consummate the disposition in writing in accordance with this Section 2.1(j). Echo shall include in each such Shelf Underwriting (x) the Shelf jurisdiction of such Registrable Securities of owned by the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration StatementPurchaser; provided, however, that Echo the Company shall not be required obligated to facilitate qualify as a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement foreign corporation or as a dealer in securities in any prior Shelf Underwriting effected jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction; (d) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Section 2.1(jAgreement to be qualified for inclusion in or listed on any securities exchange on which the Common Stock issued by the Company are then so qualified or listed if so requested by the Purchaser or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (e) cooperate and assist in any filings required to be made with such securities exchange and, solely with regard to an underwritten shelf takedown, in the effective date performance of any previous Demand Registration Statement reasonable due diligence investigation by the underwriters; (f) solely with regard to an underwritten shelf takedown, use its commercially reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Section 2.1Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be reasonably requested by the Purchaser or the lead managing underwriter; (g) solely with regard to an underwritten shelf takedown, enter into underwriting agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith: 1. Notwithstanding anything make such representations and warranties to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in Purchaser and the aggregate (based on the shares of Common Stock included underwriters in such Shelf Underwriting form, substance and scope as are customarily made by all Holders participating issuers to underwriters in such Shelf Underwriting)similar underwritten offerings; 2. obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, shares of Common Stock having an aggregate market value of at least $100 million (determined as of scope and substance) shall be reasonably satisfactory to the date lead managing underwriter) addressed to the Shelf Underwriting Request is made)underwriters and, unless if reasonably obtainable, the Shelf Underwriting is of Purchaser covering the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k).matters customarily covered in opinions delivered in similar underwritten offerings; and

Shelf Takedowns. In (a) At any time the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes Corporation has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) , a Qualified Holder, by notice to the Corporation specifying the intended method or in any other manner contemplated by the “Plan methods of Distribution” in such registration statement. Any Holder making a Holder Demand disposition thereof, may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) for that (i) the Corporation effect an Underwritten Shelf Takedown of all or a portion of such underwritten offering to Echo specifying the number of Shelf Qualified Holder’s Registrable Securities that are registered on such Shelf Registration Statement, and as soon as practicable thereafter or (ii) if the Corporation is a WKSI and has filed a Registration Statement on Form S-3ASR, the Corporation file a prospectus supplement with respect to the resale of Registrable Securities held by the Qualified Holder desires to sell pursuant to such underwritten offering (the “Shelf UnderwritingS-3 ASR Supplement”). As promptly , the Corporation shall amend or supplement the Shelf Registration Statement as practicablenecessary for such purpose, but no later than two subject to all applicable provisions of this Agreement. (2b) Business Days after Promptly upon receipt of a Shelf Underwriting Takedown Request (or, but in the case of a “block trade,” no event more than two Business Days thereafter (or such shorter period as is may be reasonably practicable)requested in connection with an underwritten “block trade”) for any Underwritten Shelf Takedown, Echo the Corporation shall give written deliver a notice (the a “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders of if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder such Potential Takedown Participant the opportunity to include in any Underwritten Shelf Takedown or the Shelf Underwriting that S-3 ASR Supplement such number of Registrable Securities as each such Holder Potential Takedown Participant may request in writing in accordance with this Section 2.1(j)writing. Echo The Corporation shall include in the Underwritten Shelf Takedown or the S-3 ASR Supplement all such Shelf Underwriting Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within three Business Days (xor such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)delivered. If such Shelf Underwriting is being conducted as a “block trade,” any Any Potential Takedown Participant’s request to participate in such an Underwritten Shelf Underwriting Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such the Underwritten Shelf Underwriting Takedown being completed within ten (10) 10 Business Days and/or of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (9290%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateparticipate (the “Participation Conditions”). Echo shallNotwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as expeditiously to whether to complete any Underwritten Shelf Takedown and as possibleto the timing, use its reasonable best efforts to facilitate such manner, price and other terms of any Underwritten Shelf Underwriting. Once Takedown contemplated by this Section 3.2 shall be determined by the Qualified Holders Beneficially Owning a Shelf Registration Statement has been declared effective, the Holders majority of Registrable Securities may requestparticipating in the Registration, and Echo shall be required subject to facilitateapproval by the Corporation, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo which shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j)unreasonably withheld, (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)conditioned or delayed.

Shelf Takedowns. In (a) At any time during which the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes Company has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Shareholder’s Registrable Securities”) , by notice to the Company specifying the intended method or in any other manner contemplated by the “Plan methods of Distribution” in disposition thereof, such registration statement. Any Holder making a Holder Demand Shareholder may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) for to the Company to effect a Public Offering of all or a portion of such underwritten offering to Echo specifying the number of Shelf Shareholder’s Registrable Securities that are covered by such Holder desires Shelf Registration Statement, and as soon as practicable thereafter the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided, however, that the Company shall only be obligated to sell effect an Underwritten Shelf Takedown if requested by the Requisite Investors or, after the third anniversary of the date of this Agreement, any Shareholder Group, and, in each case, (i) the aggregate gross cash proceeds of the Underwritten Shelf Takedown are reasonably expected to be at least $100,000,000 (without regard to any underwriting discount or commission) or (ii) the Underwritten Shelf Takedown is reasonably expected to be a sale of two percent (2%) or more of the outstanding shares of Common Stock. Notwithstanding the foregoing, the Company shall not be obligated to take any action with respect to an Underwritten Shelf Takedown pursuant to such this Section 3.5(a) if either an Underwritten Shelf Takedown or an underwritten offering Public Offering pursuant to an effective registration statement requested under Section 1.1(a) was consummated, in each case within the preceding 90 days (the “Shelf Underwriting”). As promptly as practicable, but no later than b) Within two (2) Business Days after of receipt of a Shelf Underwriting Takedown Request for any Underwritten Shelf Takedown, the Company shall deliver a notice (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Shareholder with Registrable Securities covered by the applicable Registration Statement, or to all Holders of other Shareholders with Registrable Securities if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder such Potential Takedown Participant the opportunity to include in the any Underwritten Shelf Underwriting that number of Registrable Securities as Takedown each such Holder may request in writing in accordance with this Section 2.1(j)Potential Takedown Participant’s Pro Rata Portion based on the amount proposed to be sold. Echo The Company shall include in the Underwritten Shelf Takedown all such Shelf Underwriting (x) the Shelf Registrable Securities of with respect to which the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a Company has received written request to Echo requests for inclusion in such Shelf Underwriting therein within five (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (35) Business Days after the date that the Shelf Underwriting Takedown Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)delivered. If such Shelf Underwriting is being conducted as a “block trade,” any Any Potential Takedown Participant’s request to participate in such an Underwritten Shelf Underwriting Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such the Underwritten Shelf Underwriting Takedown being completed within ten (10) Business Days and/or of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety ninety-two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateparticipate (the “Participation Conditions”). Echo shallNotwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price, aggregate number of shares to be offered and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.5(b) shall be determined by the Requisite Participating Investors; provided that if such Underwritten Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), the Registrable Securities requested to be included in such Underwritten Shelf Takedown by each Potential Takedown Participant shall be included if such Potential Takedown Participant has complied with the requirements set forth in this Section 3.5(b); provided, further, if the managing underwriter or the Requisite Participating Investors advise the Company that, in the opinion of the managing underwriter or Requisite Participating Investors, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effectiveapplicable, the Holders number of Registrable Securities may request, and Echo shall requested to be required to facilitate, an unlimited included exceeds the number of Shelf Underwritings with respect to Registrable Securities which can be sold in such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate offering within a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything price range reasonably acceptable to the contrary Requisite Participating Investors, the Company shall include any securities the Company is so advised can be sold in this Section 2.1(j), (A) each such Underwritten Shelf Underwriting must include, Takedown in the aggregate following order: (i) first, each holder’s Pro Rata Portion based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of amount the date the Shelf Underwriting Request Company is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates advised can be sold; and (Bii) second, if any such holder requests to sell a number of securities lesser than such holder’s Pro Rata Portion, the excess portion shall be allocated to each Shelf Underwriting is subject other holder according to Section 2.1(k)its Pro Rata Portion.

Shelf Takedowns. In (i) At any time during which the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes Company has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Sponsor Demand Holders’ Registrable Securities”) , by notice to the Company specifying the intended method or in any other manner contemplated by the “Plan methods of Distribution” in disposition thereof, such registration statement. Any Sponsor Demand Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) for to the Company to effect an offering of such underwritten offering to Echo specifying the number Registrable Securities, including an Underwritten Shelf Takedown, of Shelf all or a portion of such Holder’s Registrable Securities that are covered by such Holder desires to sell pursuant to Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such underwritten offering purpose. (the “ii) Promptly upon receipt of a Shelf Underwriting”). As promptly as practicable, Takedown Request (but in no later event more than two (2) Business Days after receipt of thereafter) for any Underwritten Shelf Takedown, the Company shall deliver a Shelf Underwriting Request notice (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Sponsor Demand Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Sponsor Demand Holders of if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder such Potential Takedown Participant the opportunity to include in the any Underwritten Shelf Underwriting Takedown that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j)writing. Echo The Company shall include in the Underwritten Shelf Takedown all such Shelf Underwriting (x) the Shelf Registrable Securities of with respect to which the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a Company has received written request to Echo requests for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) therein within three (3) Business Days after the date that the Shelf Underwriting Takedown Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)delivered. If Each such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown ParticipantHolder’s request to participate in such an Underwritten Shelf Underwriting Takedown shall be binding on the Potential Takedown Participantsuch Holder; provided provided, that each such Potential Takedown Participant that elects to participate may condition its participation on such the Underwritten Shelf Underwriting Takedown being completed within ten (10) Business Days and/or of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant Holder of not less than ninety two percent (9290%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown ParticipantHolder’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo . (iii) The Company shall not be required obligated to facilitate take any action to effect any Underwritten Shelf Takedown if a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant or an Underwritten Shelf Takedown was consummated within the preceding forty-five (45) days (unless otherwise consented to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(kCompany’s Board of Directors).

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Resale Shelf Registration Statement”), any Holder Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offeringResale Shelf Registration”), pursuant to such registration statement (“Shelf Registrable Securities”is effective and its use has not been otherwise suspended by Pubco in accordance with the terms of Section 2(f) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying the number of by any Investor that is, in either case, a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”). As promptly as practicable, but Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “take down offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that, subject to the MNPI Provisions, Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to the three year anniversary of the consummation of the Mergers, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than two noon Eastern time on the Business Day prior to the requested Takedown Demand and (2z) in connection with any marketed underwritten takedown offering, at least five Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant. In connection with (orx) any non-marketed underwritten takedown offering initiated prior to the three year anniversary of the consummation of the Mergers and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a “block trade,” such shorter period as is reasonably practicablenon-marketed underwritten takedown offering (other than a Block Trade), Echo shall give written the Business Day following the date notice is given to such participant, (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (1C) in the case of a marketed underwritten takedown offering, three Business DayDays following the date notice is given to such participant). If such , the Initiating Holder and the other Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s Participants that request inclusion of their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateoffering. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. In Subject to the event provisions of Section 2(c) hereof, the Stockholders shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell Registrable Securities held by them pursuant to a Shelf Registration Statement (each, a “Shelf Takedown”). The number of Shelf Takedowns that Echo files the Stockholders may effect pursuant to this Section 2(b) shall not be limited, provided that the number of Underwritten Offerings where the plan of distribution contemplates a shelf registration statement under Rule 415 customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (any such Underwritten Offering effected pursuant to a Shelf Takedown, a “Marketed Underwritten Shelf Offering”) shall be limited to a total of one in any calendar year (and any such Marketed Underwritten Shelf Offering shall cover at least $100,000,000 worth of the then current value of shares of Class A Common Stock (including, for the avoidance of doubt, any such shares received on conversion of any Class 1 Common Stock)), it being understood, for the avoidance of doubt, any Block Sale effected pursuant to a Shelf Takedown shall not be considered a Marketed Underwritten Shelf Offering for the purposes hereof. Any Shelf Takedown may be made by and pursuant to any method or combination of methods legally available to the Stockholders (including an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Stockholders participating in such Shelf Takedown. If the Stockholders desire to sell any Registrable Securities pursuant to a Holder Demand and such registration becomes effective (such registration statementShelf Takedown, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement then WildStar shall have deliver to the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo notice specifying the number of Shelf Registrable Securities that such Holder desires the Stockholders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable SecuritiesTakedown, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shallCompany will, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k2(i), consummate such Shelf Takedown.

Shelf Takedowns. In Subject to the event that Echo files provisions of Section 2(c) hereof, the CD&R Stockholders shall be entitled, at any time and from time to time when a shelf registration statement under Rule 415 of the Shelf Registration Statement is effective, to sell such Registrable Securities Act held by them as are then registered pursuant to a Holder Demand and such registration becomes effective Shelf Registration Statement (such registration statementeach, a “Shelf Registration StatementTakedown”). Subject to the following sentence, any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities Takedowns that such Holder desires to sell the CD&R Stockholders may effect pursuant to such underwritten offering this Section 2(b) shall not be limited. The number of Underwritten Offerings that may be effected hereunder shall be limited to a total of six (the “Shelf Underwriting”). As promptly as practicable, but no later than two (26) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, Underwritten Offerings and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo Company shall not be required to facilitate an Underwritten Offering where the plan of distribution contemplates a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (any such Underwritten Offering, a “Marketed Underwritten Shelf Underwriting until Offering”) unless the aggregate gross proceeds from such offering are reasonably expected to be at least 90 days after the later lesser of (x) seventy-five million dollars ($75,000,000) and (y) the aggregate gross proceeds from such offering assuming all of the date remaining number of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the CD&R Stockholders are sold. Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to the CD&R Stockholders (including an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable Holder making a Holder Demand and its Affiliates and (B) each provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Underwriting is subject to Section 2.1(k)Registration Statement in accordance with the intended methods of disposition by the CD&R Stockholders participating in such Shelf Takedown.

Shelf Takedowns. In connection with any shelf takedown that is demanded by the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”relevant Purchaser(s), any Holder the Company will: (a) cooperate with the selling Purchasers and the sole underwriter or managing underwriter of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof), and registered in such names as the selling Purchasers or the sole underwriter or managing underwriter of an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan offering of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, if any, may reasonably request at least five days prior to any sale of such Registrable Securities; (b) furnish to the relevant Purchaser(s) and the Shelf Underwriting Notice shall offer to each Holder the opportunity to include underwriter, if any, participating in the Shelf Underwriting that number relevant offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Purchaser(s) or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by such Purchaser(s) and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus; (c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use reasonable efforts to keep each such Holder registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may request be reasonably necessary or advisable to enable each such underwriter, if any, and/or the Purchasers to consummate the disposition in writing in accordance with this Section 2.1(j). Echo shall include in each such Shelf Underwriting (x) the Shelf jurisdiction of such Registrable Securities of owned by the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration StatementPurchasers; provided, however, that Echo the Company shall not be required obligated to facilitate qualify as a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement foreign corporation or as a dealer in securities in any prior Shelf Underwriting effected jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction; (d) if the listing of such Registrable Securities is then permitted under the rules of such exchange, use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Section 2.1(jAgreement to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange on which the Common Stock issued by the Company are then so qualified or listed if so requested by the demanding Purchaser(s) or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (e) cooperate and assist in any filings required to be made with The New York Stock Exchange or other securities exchange and, solely with regard to an underwritten shelf takedown, in the performance of any reasonable due diligence investigation by the underwriters; (f) solely with regard to an underwritten shelf takedown, use its commercially reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be reasonably requested by the demanding Purchaser(s) or the lead managing underwriter; (g) solely with regard to an underwritten shelf takedown, enter into underwriting agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith: 1. make such representations and warranties to the selling Purchaser(s) and the effective date underwriters in such form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings; 2. obtain opinions of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything counsel to the contrary Company and updates thereof (which counsel and opinions (in this Section 2.1(j)form, (Ascope and substance) each Shelf Underwriting must includeshall be reasonably satisfactory to the lead managing underwriter) addressed to the underwriters and, if reasonably obtainable, the selling Purchaser(s) covering the matters customarily covered in the aggregate (based on the shares of Common Stock included opinions delivered in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k).similar underwritten offerings; and

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Resale Shelf Registration Statement”), any Holder Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Resale Shelf Registrable SecuritiesRegistration”) or is effective and its use has not been otherwise suspended by Pubco in any other manner contemplated by accordance with the “Plan terms of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo Section 2(f) below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying the number of by any Holder that is, in either case, a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”), Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that Pubco will provide in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. As promptly as practicableIn connection with any marketed underwritten takedown offering, but if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Holder and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateoffering. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. In (a) At any time the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes Company has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) , a Holder, by notice to the Company specifying the intended method or in any other manner contemplated by the “Plan methods of Distribution” in such registration statement. Any Holder making a Holder Demand disposition thereof, may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) for that the Company effect an Underwritten Shelf Takedown of all or a portion of such underwritten offering to Echo specifying the number of Shelf Holder’s Registrable Securities that are registered on such Holder desires Shelf Registration Statement, and as soon as practicable thereafter, the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose, subject to sell pursuant to such underwritten offering all applicable provisions of this Agreement. (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2b) Business Days after Promptly upon receipt of a Shelf Underwriting Takedown Request (or, but in the case of a “block trade,” no event more than two Business Days thereafter (or such shorter period as is may be reasonably practicablerequested in connection with an underwritten “block trade”)) for any Underwritten Shelf Takedown, Echo the Company shall give written deliver a notice (the a “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders of if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder such Potential Takedown Participant the opportunity to include in the any Underwritten Shelf Underwriting that Takedown such number of Registrable Securities as each such Holder Potential Takedown Participant may request in writing in accordance with this Section 2.1(j)writing. Echo The Company shall include in the Underwritten Shelf Takedown all such Shelf Underwriting Registrable Securities with respect to which the Company has received written requests for inclusion therein within three Business Days (xor such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)delivered. If such Shelf Underwriting is being conducted as a “block trade,” any Any Potential Takedown Participant’s request to participate in such an Underwritten Shelf Underwriting Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such the Underwritten Shelf Underwriting Takedown being completed within ten (10) 10 Business Days and/or of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (9290%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateparticipate (the “Participation Conditions”). Echo shallNotwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as expeditiously to whether to complete any Underwritten Shelf Takedown and as possibleto the timing, use its reasonable best efforts to facilitate such manner, price and other terms of any Underwritten Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo Takedown contemplated by this Section ‎3.2 shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)initiating Holders.

Shelf Takedowns. In the event that Echo files At any time when a shelf registration statement under Rule 415 of the Securities Act pursuant to Shelf Registration is effective, upon a Holder Demand and such registration becomes effective written demand (such registration statement, a “Takedown Demand”) by any Bain Party that is a Shelf Registration Statement”)Participant holding Registrable Securities at such time, any Holder the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities registered on off of such Shelf Registration Statement and the Company shall have pay expenses in connection therewith in accordance with Section 2.2.6; provided that the right at Company will provide (x) in connection with any time non-marketed underwritten takedown offering (other than a Block Trade) or from time to time to elect to sell Registrable Securities in an non-underwritten takedown offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than at least two (2) Business Days after receipt business days’ notice of such Takedown Demand to each other Stockholder that is a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade, notice of such Takedown Demand to each other Stockholder that is a Shelf Participant no later than noon Eastern time on the second business day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) business days’ notice of such Takedown Demand to each other Stockholder that is a Shelf Participant. If any Shelf Participants request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than (A) in the case of a “block trade,” non-marketed underwritten takedown offering (other than a Block Trade) or a non-underwritten takedown offering, the second business day following the date notice is given to such shorter period as is reasonably practicable)participant, Echo shall give written notice (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (1C) Business Dayin the case of a marketed underwritten takedown offering, three (3) business days following the date notice is given to such participant). If such , the Bain Parties and the other Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s Participants that request inclusion of their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding offering (x) in connection with any non-underwritten takedown offering, on a pro rata basis based on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders amount of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to owned by all such Shelf Registration Statement; provided, however, that Echo shall not be required Participants requesting to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included include Registrable Securities in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined non-underwritten takedown offering as of the date the Shelf Underwriting Request is made), unless Company provided notice of the Takedown Demand to the Shelf Underwriting Participants pursuant to this Section 2.3.3 and (y) in connection with any underwritten takedown offering, in accordance with the order of priority set forth in Section 2.2.3. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the balance notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Registrable Securities held Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)holder in breach of the terms of this Agreement.

Shelf Takedowns. In the event At any time that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”)Statement is effective, any if a Holder of Registrable Securities registered on having an aggregate value of at least five percent (5%) of the then outstanding Registrable Securities (the “Shelf Takedown Demand Threshold”) covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo delivers a written request notice to Parent (a “Shelf Underwriting RequestTakedown Notice”) stating that such Holder intends to effect an offering of all or part (subject to the Shelf Takedown Demand Threshold) of its Registrable Securities included in such Shelf Registration Statement (a “Shelf Takedown”) and Parent is eligible to use such Shelf Registration Statement for such underwritten offering Shelf Takedown, then Parent shall take all actions reasonably required, including amending or supplementing such Shelf Registration Statement or prospectus (a “Shelf Supplement”), to Echo specifying enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering be offered and sold under the Shelf Takedown. Except in connection with a Shelf Takedown Block Trade (the “as defined below), upon receipt of a Shelf Underwriting”). As Takedown Notice, Parent shall promptly as practicable, (but in no event later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written Takedown Notice) deliver notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request Takedown Notice to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder holding at least five percent (5%) of the opportunity to include in the Shelf Underwriting that number of then outstanding Registrable Securities as each (and with such Holder may request Registrable Securities registered on such Shelf Registration Statement) who shall then have five (5) Business Days from the date such Shelf Takedown Notice is given to Parent to notify Parent in writing in accordance with this Section 2.1(j). Echo shall include of their desire to be included in such Shelf Underwriting (x) Takedown. Parent shall prepare and file with the SEC a Shelf Supplement as soon as reasonably practicable after the date on which it received the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in Takedown Notice and, if such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting Supplement is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect amendment to such Shelf Registration Statement; provided, however, that Echo shall not use its commercially reasonable efforts to cause such Shelf Supplement to be required declared effective by the SEC as soon as practicable thereafter. At any time prior to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of such Shelf Supplement or the “pricing” of any previous offering relating to a Shelf Takedown (including in connection with an Underwritten Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j2.03), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in Holder who initiated such Shelf Underwriting by Takedown may revoke or withdraw such Shelf Takedown Notice on behalf of all Holders participating in such Shelf Underwriting)Takedown without liability to such Holders, shares of Common Stock having an aggregate market value of at least $100 million in each case by providing written notice to Parent. With respect to any Holder and its Affiliates, the first (determined 1st) Shelf Takedown that has been so revoked or withdrawn by the initiating Holder shall not count as one of the date the permitted Underwritten Demand Registrations pursuant to Section 2.03; provided that, for avoidance of doubt, any subsequent such Shelf Underwriting Request is made), unless the Shelf Underwriting is Takedowns that have been so revoked or withdrawn shall count as one of the balance of the Registrable Securities held by the applicable Holder making a Holder permitted Underwritten Demand and its Affiliates and (B) each Shelf Underwriting is subject Registrations pursuant to Section 2.1(k)2.03.

Shelf Takedowns. In i. At any time during which the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant Company has an effective Shelf Registration Statement with respect to a Holder’s Registrable Securities, by notice to the Company specifying the intended method or methods of disposition of such Registrable Securities, as soon as reasonably practicable following the written request of a TSG Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration StatementTakedown Request”) that the Company effect an underwritten public offering of all or a portion of such Registrable Securities (a “Shelf Takedown”), the Company shall amend or supplement the Shelf Registration Statement for such purpose in a manner consistent with the Holder’s intended distribution transaction; provided, however that with respect to any request under this Section 2(e)(i), the market value of all remaining Registrable Securities at the time of the request will exceed $75,000,000 based on the then-current market price of the Class A Common Stock. Each TSG Holder shall be entitled to no more than one Shelf Takedown Request in any three month period. Notwithstanding the foregoing, (i) if an amount of Registrable Securities registered that such Holder requests for inclusion on such Shelf Registration Statement Takedown is permitted to be included on such Shelf Takedown, such Shelf Takedown shall have constitute such Holder’s Shelf Takedown Request for such three month period; and (ii) the right at Company shall not be obligated to proceed with more than five Shelf Takedowns in any time twelve month period. If a TSG Holder delivers a Shelf Takedown Request, has an opportunity to complete the offering and declines to do so, such request shall count as a Shelf Takedown for purposes of the entitlement of the TSG Holders to demand the same hereunder unless such TSG Holder reimburses the Company or from time causes the Company to time be reimbursed for its reasonable expenses incurred in connection with such Shelf Takedown Request. ii. Promptly upon the TSG Holders’ determination to elect proceed with a Shelf Takedown or receipt of a Shelf Takedown Request (but in no event later than (A) 5:00 p.m. (New York City time) three Business Days after receipt of the Shelf Takedown Request for any underwritten offering to sell be effected as an overnight or bought deal or block trade (a “Block Trade”) and (B) four Business Days after receipt of the Shelf Takedown Request for any other proposed Shelf Takedown), the Company shall give written notice of receipt of such Shelf Takedown Request (a “Shelf Takedown Notice”) to each Holder as designated by the TSG Holders. The Company shall include in the Shelf Takedown all such Registrable Securities with respect to which such other Holders deliver to the Company written requests for inclusion in such Shelf Takedown (A) in the case of any Block Trade, by 10:00 p.m. (New York City time) on the date that the Shelf Takedown Notice has been delivered, and (B) in the case of any other proposed Shelf Takedown, within one Business Day after the date that the Shelf Takedown Notice has been delivered. All determinations as to whether to complete any Shelf Takedown or Block Trade and as to the timing, manner, price and other terms of any Shelf Takedown or Block Trade contemplated by this Section 2(e) shall be determined by the TSG Holders, and the Company shall use its best efforts to cause any Shelf Offering or Block to occur as promptly as practicable, consistent with the intended plan of distribution iii. If any of the Registrable Securities covered by a Registration are to be sold in an underwritten offering, including a “block trade” conducted as an underwritten the Company will have the right to select the managing underwriter(s) to administer the offering, pursuant subject to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan prior written consent of Distribution” in such registration statementthe TSG Holders, not to be unreasonably withheld. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying Notwithstanding the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (orforegoing, in an auction-style block trade process, the case of a “block trade,” such shorter period as is reasonably practicable)TSG Holders would have the right to choose the underwriter, Echo shall give written notice (consistent with its right above to determine the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities terms of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Block Trade.

Shelf Takedowns. In Following the event Closing and subject to Section 2.02(a) and Article III hereof, the Participating Holders shall be entitled, at any time and from time to time when the Shelf Registration Statement is then effective, to sell such Registrable Shares held by them as are then registered pursuant to such Shelf Registration Statement (each, a “Shelf Takedown”). The number of Shelf Takedowns that Echo files the Participating Holders may effect pursuant to this Section 2.01(b) in any twelve (12) month period shall not exceed four (4). Any such Shelf Takedown may be made by and pursuant to any method or combination of methods legally available to the Participating Holders (including an underwritten offering, a shelf registration statement under Rule 415 direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, block sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall use its commercially reasonable efforts to comply with the applicable provisions of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder facilitate the disposition of all Registrable Securities registered on such Shares covered by the Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities intended methods of disposition by the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Participating Holders participating in such Shelf Underwriting)Takedown. The Participating Holders selling any Registrable Shares pursuant to a Shelf Takedown shall provide the Company with ten (10) days prior written notice of its intention to undertake a Shelf Takedown. Shelf Takedowns will not be subject to Underwriter Cutbacks; provided, shares of Common Stock having an aggregate market value of at least $100 million (determined as of that if a Participating Holder proposes to piggyback on a shelf takedown by the date Company under a registration statement other than the Shelf Underwriting Request is made)Registration Statement provided for the Participating Holders hereunder, unless Section 2.01(g) shall apply, including the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Underwriter Cutbacks.

Shelf Takedowns. In (a) At any time the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes Company has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) , a Holder, by notice to the Company specifying the intended method or in any other manner contemplated by the “Plan methods of Distribution” in such registration statement. Any Holder making a Holder Demand disposition thereof, may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) for that the Company effect an Underwritten Shelf Takedown of all or a portion of such underwritten offering to Echo specifying the number of Shelf Holder’s Registrable Securities that are registered on such Holder desires Shelf Registration Statement, and as soon as practicable thereafter, the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose, subject to sell pursuant to such underwritten offering all applicable provisions of this Agreement. (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2b) Business Days after Promptly upon receipt of a Shelf Underwriting Takedown Request (or, but in the case of a “block trade,” no event more than two Business Days thereafter (or such shorter period as is may be reasonably practicablerequested in connection with an underwritten “block trade”)) for any Underwritten Shelf Takedown, Echo the Company shall give written deliver a notice (the a “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders of if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder such Potential Takedown Participant the opportunity to include in the any Underwritten Shelf Underwriting that Takedown such number of Registrable Securities as each such Holder Potential Takedown Participant may request in writing in accordance with this Section 2.1(j)writing. Echo The Company shall include in the Underwritten Shelf Takedown all such Shelf Underwriting Registrable Securities with respect to which the Company has received written requests for inclusion therein within three Business Days (xor such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)delivered. If such Shelf Underwriting is being conducted as a “block trade,” any Any Potential Takedown Participant’s Participant shall have the right to withdraw its request to participate in such an Underwritten Shelf Underwriting shall be binding on Takedown by giving written notice to the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects Company of its request to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statementwithdraw; provided, however, that Echo such request must be made in writing prior to the execution of the underwriting agreement; provided, further, that any such withdrawing Holder shall not be required have no rights under this Agreement to facilitate a initiate an Underwritten Shelf Underwriting until at least 90 days after the later of Takedown for six (6) months following the date of such written notice to the underwriting agreement Company of its withdrawal. For the avoidance of doubt, any other Holder that is participating in any prior the same Underwritten Shelf Underwriting effected pursuant Takedown that has not submitted such a request to withdraw may continue to participate in the takedown without effect to its rights under this Section 2.1(j) and 3.2. Notwithstanding the effective date delivery of any previous Demand Registration Statement pursuant Shelf Takedown Notice, all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (3.2 shall be determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)initiating Holders.

Shelf Takedowns. In the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Table of Contents Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateparticipate (the “Participation Conditions”). Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k).

Shelf Takedowns. In connection with any shelf takedown that is demanded by the event that Echo files a shelf registration statement under Rule 415 Purchaser, the Company will: (a) cooperate with the Purchaser and the sole underwriter or managing underwriter of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof), and registered in such names as the Purchaser or the sole underwriter or managing underwriter of an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan offering of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, if any, may reasonably request at least five days prior to any sale of such Registrable Securities; (b) furnish to the Purchaser and the Shelf Underwriting Notice shall offer to each Holder the opportunity to include underwriter, if any, participating in the Shelf Underwriting that number relevant offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as the Purchaser or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by the Purchaser and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus; (c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use its commercially reasonable efforts to keep each such Holder registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may request be reasonably necessary or advisable to enable each such underwriter, if any, and/or the Purchaser to consummate the disposition in writing in accordance with this Section 2.1(j). Echo shall include in each such Shelf Underwriting (x) the Shelf jurisdiction of such Registrable Securities of owned by the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration StatementPurchaser; provided, however, that Echo the Company shall not be required obligated to facilitate qualify as a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement foreign corporation or as a dealer in securities in any prior Shelf Underwriting effected jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction; (d) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Section 2.1(jAgreement to be qualified for inclusion in or listed on the Nasdaq Global Market or any securities exchange on which the Common Stock issued by the Company are then so qualified or listed if so requested by the Purchaser or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (e) cooperate and assist in any filings required to be made with the effective date Nasdaq Global Market or other securities exchange and, solely with regard to an underwritten shelf takedown, in the performance of any previous Demand Registration Statement reasonable due diligence investigation by the underwriters; (f) solely with regard to an underwritten shelf takedown, use its commercially reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Section 2.1Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be reasonably requested by the Purchaser or the lead managing underwriter; (g) solely with regard to an underwritten shelf takedown, enter into underwriting agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith: 1. Notwithstanding anything make such representations and warranties to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in Purchaser and the aggregate (based on the shares of Common Stock included underwriters in such Shelf Underwriting form, substance and scope as are customarily made by all Holders participating issuers to underwriters in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k).similar underwritten offerings;

Shelf Takedowns. In connection with any shelf takedown that is demanded by the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”relevant Purchaser(s), any Holder the Company will: (a) cooperate with the selling Purchasers and the sole underwriter or managing underwriter of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof), and registered in such names as the selling Purchasers or the sole underwriter or managing underwriter of an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan offering of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, if any, may reasonably request at least five days prior to any sale of such Registrable Securities; (b) furnish to the relevant Purchaser(s) and the Shelf Underwriting Notice shall offer to each Holder the opportunity to include underwriter, if any, participating in the Shelf Underwriting that number relevant offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Purchaser(s) or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by such Purchaser(s) and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus; (c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use reasonable efforts to keep each such Holder registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may request be reasonably necessary or advisable to enable each such underwriter, if any, and/or the Purchasers to consummate the disposition in writing in accordance with this Section 2.1(j). Echo shall include in each such Shelf Underwriting (x) the Shelf jurisdiction of such Registrable Securities of owned by the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration StatementPurchasers; provided, however, that Echo the Company shall not be required obligated to facilitate qualify as a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement foreign corporation or as a dealer in securities in any prior Shelf Underwriting effected jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction; (d) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Section 2.1(jAgreement to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange on which the Common Stock issued by the Company are then so qualified or listed if so requested by the demanding Purchaser(s) or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (e) cooperate and assist in any filings required to be made with The New York Stock Exchange or other securities exchange and, solely with regard to an underwritten shelf takedown, in the performance of any reasonable due diligence investigation by the underwriters; (f) solely with regard to an underwritten shelf takedown, use its commercially reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be reasonably requested by the demanding Purchaser(s) or the lead managing underwriter; (g) solely with regard to an underwritten shelf takedown, enter into underwriting agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith: 1. make such representations and warranties to the selling Purchaser(s) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included underwriters in such Shelf Underwriting form, substance and scope as are customarily made by all Holders participating issuers to underwriters in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k).similar underwritten offerings;

Shelf Takedowns. In connection with any shelf takedown that is demanded by the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”relevant Purchaser(s), any Holder the Company will: (a) cooperate with the selling Purchasers and the sole underwriter or managing underwriter of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof), and registered in such names as the selling Purchasers or the sole underwriter or managing underwriter of an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan offering of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, if any, may reasonably request at least five days prior to any sale of such Registrable Securities; (b) furnish to the relevant Purchaser(s) and the Shelf Underwriting Notice shall offer to each Holder the opportunity to include underwriter, if any, participating in the Shelf Underwriting that number relevant offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Purchaser(s) or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by such Purchaser(s) and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus; (c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use reasonable efforts to keep each such Holder registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may request be reasonably necessary or advisable to enable each such underwriter, if any, and/or the Purchasers to consummate the disposition in writing in accordance with this Section 2.1(j). Echo shall include in each such Shelf Underwriting (x) the Shelf jurisdiction of such Registrable Securities of owned by the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration StatementPurchasers; provided, however, that Echo the Company shall not be required obligated to facilitate qualify as a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement foreign corporation or as a dealer in securities in any prior Shelf Underwriting effected jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction; (d) if the listing of such Registrable Securities is then permitted under the rules of such exchange, use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Section 2.1(jAgreement to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange on which the Common Stock issued by the Company are then so qualified or listed if so requested by the demanding Purchaser(s) or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (e) cooperate and assist in any filings required to be made with The New York Stock Exchange or other securities exchange and, solely with regard to an underwritten shelf takedown, in the performance of any reasonable due diligence investigation by the underwriters; (f) solely with regard to an underwritten shelf takedown, use its commercially reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be reasonably requested by the demanding Purchaser(s) or the lead managing underwriter; (g) solely with regard to an underwritten shelf takedown, enter into underwriting agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith: 1. make such representations and warranties to the selling Purchaser(s) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included underwriters in such Shelf Underwriting form, substance and scope as are customarily made by all Holders participating issuers to underwriters in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k).similar underwritten offerings;

Shelf Takedowns. In (a) So long as the event that Echo files a shelf registration statement under Rule 415 Registration Statement is effective, Eldorado may offer and sell some or all of the Securities Act pursuant Common Stock through Underwriters or Agents ("Underwritten Takedowns") or directly to a Holder Demand investors ("Direct Takedowns", and such registration becomes effective (such registration statementtogether with Underwritten Takedowns, a “"Shelf Takedowns"), as more fully described in the Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement . Level 3 shall have the right to select the managing Underwriters or Agents and any additional investment bankers, managers, dealers, brokers or agents to be used in connection with any Underwritten Takedown, subject to the Company's approval, which approval shall not be unreasonably withheld, conditioned or delayed. (b) Level 3 shall provide verbal notice to the Company immediately prior to a proposed Direct Takedown and shall provide written notice to the Company 5 Business Days prior to a proposed Underwritten Takedown. Such written notice shall state that Level 3, to the best knowledge of one of its authorized officers, is not, and will not be at the time of the sale, in possession of any time or from time to time to elect to sell Registrable Securities in an underwritten offeringmaterial, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by non-public information regarding the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying Company and shall specify the number of Shelf Registrable Securities that shares of Common Stock to be offered and the intended method of disposition of such Holder desires shares. (c) At the request of any Underwriter or Agent (as the case may be) in connection with any Underwritten Takedown, Level 3 and Eldorado will complete and execute all customary and normal questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting or placement agreements and this Agreement. (d) The Company will use all commercially reasonable efforts to sell pursuant qualify the shares to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of be offered in a Shelf Underwriting Request (or, Takedown under such securities or blue sky laws of such jurisdictions in the United States as Level 3 shall reasonably request; provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction. (e) At the request of any Underwriter or Agent (as the case may be) in connection with any Underwritten Takedown, the Company will enter into customary agreements (including an underwriting or placement agreement in customary form) and take such other actions as are required in order to expedite or facilitate such Underwritten Takedown, including furnishing (i) an opinion of counsel addressed to the Underwriters or Agents (as the case may be) covering such customary matters as the managing Underwriter or Agent (as the case may be) may reasonably request and (ii) a “block trade,” comfort letter or comfort letters from the Company's independent public accountants covering such shorter period customary matters as the managing Underwriter or Agent (as the case may be) may reasonably request. In connection with any Direct Takedown, the Company will enter into customary agreements and take such other actions as are reasonably required in order to expedite or facilitate the Direct Takedown. (f) An Underwritten Takedown will not count as an Underwritten Takedown for the purposes of Section 4.02 hereof unless the distribution contemplated thereby is reasonably practicableactually consummated. Should the distribution contemplated by an Underwritten Takedown not be consummated due to the failure of Level 3 or Eldorado to perform its obligations under this Agreement or the inability of Level 3 or Eldorado to reach agreement with the Underwriters or Agents (as the case may be) for the proposed sale on the price or other customary terms for such transaction, or in the event that Level 3 or Eldorado withdraws or does not pursue the Underwritten Takedown (in each of the foregoing cases, provided that at such time the Company is in compliance in all material respects with its obligations under this Agreement), Echo then such Underwritten Takedown shall give not be deemed to have been effected for the purposes of Section 4.02 hereof but Level 3 shall pay those expenses incurred by the Company in connection therewith as set forth in Section 4.02 hereof. (i) The Company will have the right to preempt, subject to Sections 4.01(g)(ii) and (iii) hereof, any Underwritten Takedown with a primary registration (a "Proposed Offering") by delivering written notice (the “Shelf Underwriting "Proposed Offering Notice”") of such Shelf Underwriting Request intention to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting Level 3 (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) 5 Business Days after the Shelf Underwriting Notice Company has been delivered (orreceived from Level 3 a request for such a takedown) indicating that the Company has identified a specific business need and use for the proceeds of the sale of such securities, in the case required time frame for such need directly interferes with the proposed Underwritten Takedown and the Company shall use all commercially reasonable efforts to consummate the sale of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) securities pursuant to such Potential primary registration within 90 days of such notice. Upon the Company's preemption of an Underwritten Takedown, such takedown shall not count as an Underwritten Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares purposes of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)4.

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Existing Resale Shelf Registration Statement”), any Holder OEP Resale Shelf Registration Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Resale Shelf Registrable SecuritiesRegistration”) or is effective and its use has not been otherwise suspended by Pubco in any other manner contemplated by accordance with the “Plan terms of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo Section 2(f) below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying the number of by any Investor that is, in either case, a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”). As promptly as practicable, but no later Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade initiated prior to November 8, 2022, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to November 8, 2022 and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a “block trade,” such shorter period as is reasonably practicablenon-marketed underwritten takedown offering (other than a Block Trade), Echo shall give written the Business Day following the date notice is given to such participant, (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number case of Registrable Securities as each a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request participant and (yC) in the Shelf Registrable Securities case of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such personsmarketed underwritten takedown offering, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Holder and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateoffering. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. In At any time during which the event that Echo files Company has effective a shelf registration statement under pursuant to Rule 415 of under the Securities Act pursuant with respect to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”)Holder’s Shares, any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting RequestTakedown Holder”) for such underwritten offering ), by notice to Echo the Company specifying the number intended method or methods of disposition, may request that the Company effect a Public Offering, including an Underwritten Shelf Takedown, of all or a specified part of the Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of held by such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Takedown Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of are covered by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statementregistration statement; provided, however, that Echo (a) the value of Registrable Securities that the Shelf Takedown Holder proposes to sell in an Underwritten Shelf Takedown is at least twenty-five million dollars ($25,000,000) or fifteen million dollars ($15,000,000) in the case of a registration statement that does not include substantially more information than is required to be included on Form S-3 or, in either case, such lower amount as agreed to by the Board and (b) with respect to any Underwritten Shelf Takedown, such notice is also given to each other Holder with Registrable Securities covered by such registration statement, or to all Holders if such registration statement is undesignated (each a “Potential Takedown Participant”), at least five business days prior to such proposed Underwritten Shelf Takedown. Any Potential Takedown Participant may, by written response delivered to the Company within one business day after the date of delivery of such notice, request that all or a specified part of such Holder’s Registrable Securities be included in any such Underwritten Shelf Takedown, subject to the underwriters’ cutback set forth in Section 3.1.1 and the procedures set forth in 3.2.1 (a) (without giving effect to the time periods specified therein). The Company shall not be required obligated to facilitate a take any action to effect any such Underwritten Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected Takedown pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to 3.2.1 if an Underwritten Shelf Takedown requested under this Section 2.1. Notwithstanding anything 3.2.1 was consummated within the preceding 90 days (unless otherwise consented to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(kBoard).

Shelf Takedowns. In (a) At any time the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes Company has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making , a Holder Demand by notice to the Company specifying the intended method or methods of disposition thereof, may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) for that the Company effect an Underwritten Shelf Takedown, of all or a portion of such underwritten offering to Echo specifying the number of Shelf Holder’s Registrable Securities that are registered on such Holder desires Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose, subject to sell pursuant to such underwritten offering all applicable provisions of this Agreement. (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2b) Business Days after Promptly upon receipt of a Shelf Underwriting Takedown Request (or, but in the case of a “block trade,” no event more than two Business Days thereafter (or such shorter period as is may be reasonably practicable)requested in connection with an underwritten “block trade”) for any Underwritten Shelf Takedown, Echo the Company shall give written deliver a notice (the a “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders of if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder such Potential Takedown Participant the opportunity to include in the any Underwritten Shelf Underwriting that Takedown such number of Registrable Securities as each such Holder Potential Takedown Participant may request in writing in accordance with this Section 2.1(j)writing. Echo The Company shall include in the Underwritten Shelf Takedown all such Shelf Underwriting Registrable Securities with respect to which the Company has received written requests for inclusion therein within three Business Days (xor such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the date that the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)delivered. If such Shelf Underwriting is being conducted as a “block trade,” any Any Potential Takedown Participant’s request to participate in such an Underwritten Shelf Underwriting Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such the Underwritten Shelf Underwriting Takedown being completed within ten (10) 10 Business Days and/or of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (9290%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateparticipate (the “Participation Conditions”). Echo shallNotwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as expeditiously to whether to complete any Underwritten Shelf Takedown and as possibleto the timing, use its reasonable best efforts to facilitate such manner, price and other terms of any Underwritten Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo Takedown contemplated by this Section 3.2 shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)initiating Holders.

Shelf Takedowns. In connection with any shelf takedown that is demanded by the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”relevant Purchaser(s), any Holder the Company will: (a) cooperate with the selling Purchasers and the sole underwriter or managing underwriter of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof), and registered in such names as the selling Purchasers or the sole underwriter or managing underwriter of an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan offering of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, if any, may reasonably request at least five days prior to any sale of such Registrable Securities; (b) furnish to the relevant Purchaser(s) and the Shelf Underwriting Notice shall offer to each Holder the opportunity to include underwriter, if any, participating in the Shelf Underwriting that number relevant offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Purchaser(s) or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by such Purchaser(s) and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus; (c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use reasonable efforts to keep each such Holder registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may request be reasonably necessary or advisable to enable each such underwriter, if any, and/or the Purchasers to consummate the disposition in writing in accordance with this Section 2.1(j). Echo shall include in each such Shelf Underwriting (x) the Shelf jurisdiction of such Registrable Securities of owned by the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration StatementPurchasers; provided, however, that Echo the Company shall not be required obligated to facilitate qualify as a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement foreign corporation or as a dealer in securities in any prior Shelf Underwriting effected jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction; (d) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Section 2.1(jAgreement to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange on which the Common Stock issued by the Company are then so qualified or listed if so requested by the demanding Purchaser(s) or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (e) cooperate and assist in any filings required to be made with The New York Stock Exchange or other securities exchange and, solely with regard to an underwritten shelf takedown, in the performance of any reasonable due diligence investigation by the underwriters; (f) solely with regard to an underwritten shelf takedown, use its commercially reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be reasonably requested by the demanding Purchaser(s) or the lead managing underwriter; (g) solely with regard to an underwritten shelf takedown, enter into underwriting agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith: 1. make such representations and warranties to the selling Purchaser(s) and the effective date underwriters in such form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings; 2. obtain opinions of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything counsel to the contrary Company and updates thereof (which counsel and opinions (in this Section 2.1(j)form, (Ascope and substance) each Shelf Underwriting must includeshall be reasonably satisfactory to the lead managing underwriter) addressed to the underwriters and, if reasonably obtainable, the selling Purchaser(s) covering the matters customarily covered in the aggregate (based on the shares of Common Stock included opinions delivered in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k).similar underwritten offerings; and

Shelf Takedowns. In At any time when a Shelf Registration statement is effective and its use has not been suspended by the event that Echo files Company pursuant to Section 3.1(b)(iv), upon the demand (a shelf registration statement under Rule 415 “Takedown Demand”) by any member of the Major Shareholder Group that is a Shelf Participant holding Registrable Securities Act pursuant to a Holder Demand and at such registration becomes effective time (such registration statement, a the “Shelf Registration StatementInitiating Equity Holder”), any Holder the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities registered on securities off of such Shelf Registration Statement Registration; provided that (i) the Company shall have the right at any time or from time not be obligated to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement effect more than two (“Shelf Registrable Securities”2) or Marketed Underwritten Takedown Offerings in any other manner contemplated by twelve (12) month period; (ii) the “Plan of Distribution” Company shall not be obligated to effect a Marketed Underwritten Takedown Offering unless the securities requested to be sold in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request offering have an aggregate market value (a “Shelf Underwriting Request”based on the most recent closing price of the ADSs at the time of the demand) for such underwritten offering to Echo specifying of at least $25,000,000 (net of Registration Expenses); and (iii) the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering Company will provide (the “Shelf Underwriting”). As promptly as practicable, but no later than x) in connection with any Overnight Underwritten Takedown Offering at least two (2) Business Days after receipt of notice to any Major Shareholder (other than the Initiating Equity Holder) that is a Shelf Underwriting Request (orParticipant, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) in connection with any Marketed Underwritten Takedown Offering, at least five (5) Business Days notice to any Eligible Holder (1) the Initiating Equity Holder shall maintain the right to select the managing underwriter for such offering (with the consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned) and (2) if such managing underwriter determines that marketing factors require a limitation on the number of securities to be underwritten, the managing underwriter may limit the number of securities proposed to be included in such offering such that the number of Eligible Securities to be included shall be determined in the manner set forth in Section 3.1(c). The Shelf Registrable Securities Participants participating in such offering and the Company shall enter into an underwriting agreement in customary form with the underwriter or underwriters of any other Holder of such offering. Any Shelf Registrable Securities which shall have made a written request to Echo for Participant who has requested inclusion in such Shelf Underwriting Underwritten Takedown Offering as provided above (which request shall specify including the maximum number of Shelf Registrable Securities intended to be disposed of by such Initiating Equity Holder) (such personsmay elect to withdraw therefrom at any time prior to the consummation of the takedown by written notice to the Company, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in managing underwriter and the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown ParticipantInitiating Equity Holder; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any that, if the underwriters’ discounts or commissions) to counsel reasonably determines that such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) withdrawal would require a recirculation of the closing price for prospectus, then no Eligible Holder shall have the shares of Common Stock on their principal trading market on the Business Day immediately prior right to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), withdraw unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Initiating Equity Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject has elected to Section 2.1(k)withdraw.

Shelf Takedowns. In Subject to the event that Echo files a shelf registration statement under Rule 415 provisions of Section 2(g) hereof, each of the Securities Act pursuant to a Holder Demand Major Financial Investors and such registration becomes effective any Minority Financial Investor (such registration statementeach, a “Shelf Registration StatementRequesting Holder”)) shall be entitled, any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or and from time to time to elect when a Shelf Registration Statement is effective, to sell any of their Registrable Securities held by them as are then registered pursuant to a Shelf Registration Statement in an underwritten offeringUnderwritten Offering (each, including a “block trade” conducted Shelf Takedown”) so long as an underwritten offering, such request covers at least $25 million worth of the market value of shares of Common Stock at the time of the Shelf Takedown Request or such lesser amount if all Registrable Securities available for sale by all Financial Investors pursuant to such registration statement (“are requested to be included. The Shelf Registrable Securities”Requesting Holder(s) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may shall make such election by delivering to Echo the Company a written request (a “Shelf Underwriting Takedown Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires Shelf Requesting Holder(s) desire to sell pursuant to such underwritten offering Shelf Takedown. Within one (the “Shelf Underwriting”). As promptly as practicable, but no later than two (21) Business Days Day after receipt of any such request for a Shelf Underwriting Request (orTakedown, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request request to all Holders of Financial Investors that are not Shelf Registrable SecuritiesRequesting Holders, if any, and the Shelf Underwriting Notice shall offer each Holder Company shall, subject to the opportunity to provisions of Section 2(f) hereof, include in such Shelf Takedown, the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which Requesting Holder(s) and any Financial Investor(s) that shall have made a written request to Echo the Company for inclusion of their Registrable Securities in such the Shelf Underwriting Registration Statement (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of sold by such HolderFinancial Investor) and with respect to which the Company has received written requests for inclusion therein within five (such persons, “Potential Takedown Participants”) within three (35) Business Days after the Shelf Underwriting Notice has been delivered date the Company’s notice was delivered. The Company shall, as expeditiously as possible (or, and in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed event within ten (10) Business Days and/or its acceptance at after the receipt of a price per share (after giving Shelf Takedown Request, unless a longer period is agreed to by the Shelf Requesting Holder(s)), facilitate such Shelf Takedown. The number of Shelf Takedowns that the applicable Financial Investors may effect pursuant to any underwriters’ discounts or commissionsthis Section 2(b) shall not be limited, subject to such Potential Takedown Participant the minimum dollar threshold set forth in the first sentence of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) this Section 2(b). The Company shall comply with the applicable provisions of the closing price for Securities Act with respect to the shares disposition of Common Stock on their principal trading market on all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by Shelf Requesting Holder(s). Notwithstanding the foregoing, if the Shelf Requesting Holder(s) wish to engage in a Block Sale that is an Underwritten Offering off a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing notice and time periods, then the Shelf Requesting Holder(s) only need to notify the Company of the Block Sale a minimum of three (3) Business Day immediately Days prior to the day such Potential Takedown Participant’s election offering is to participate. Echo shallcommence (unless a longer period is agreed to by the Shelf Requesting Holder(s)) and, subject to Section 2(f), the Company shall include in such Block Sale the Registrable Securities of the Shelf Requesting Holder(s) requested to be included and shall as expeditiously as possiblepossible facilitate such offering such that it may commence not later than three (3) Business Days from receipt of a Shelf Takedown Request (unless a longer period is agreed to by the Shelf Requesting Holder(s)); provided that, the Shelf Requesting Holder(s) shall use its reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate (i) preparation of the registration statement, prospectus and other offering documentation related to the Block Sale, (ii) the underwriters’ due diligence and (iii) delivery of customary comfort letters; provided further that if requested by the Shelf Requesting Holder(s), the Company shall use reasonable best efforts to facilitate such Shelf Underwriting. Once a Block Sale in order that it may commence in a timeframe less than three (3) Business Days from receipt of a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Takedown Request.

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Resale Shelf Registration Statement”), any Holder Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offeringResale Shelf Registration”), pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated is effective and its use has not been otherwise suspended by the “Plan Company in accordance with the terms of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo Section 7.2(f) below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying by any Sxxxxxx Party or MPT (as the number of case may be) that is, in either case, a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”). As promptly as practicable, but no later the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “Takedown Offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that, the Company will provide (x) in connection with any non-marketed underwritten Takedown Offering (other than a Block Trade), at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade initiated prior to the three (3) year anniversary of the date hereof, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten Takedown Offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten Takedown Offering initiated prior to the three (3) year anniversary of the date hereof and (y) any marketed underwritten Takedown Offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than (A) in the case of a “block trade,” such shorter period as is reasonably practicablenon-marketed underwritten Takedown Offering (other than a Block Trade), Echo shall give written the Business Day following the date notice is given to such participant, (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number case of Registrable Securities as each a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request participant and (yC) in the Shelf Registrable Securities case of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such personsmarketed underwritten Takedown Offering, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Holder and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateoffering. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after disclose or use the later information contained in such notice without the prior written consent of the date Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the underwriting agreement in any prior Shelf Underwriting effected pursuant to terms of this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. In (a) Subject to the event provisions of Section 2.1.3(b) hereof, any Holder or Holders of Registrable Securities shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by such Holder or Holders as are then registered pursuant to a Shelf Registration Statement (each, a “Shelf Takedown”). The number of Shelf Takedowns that Echo files such Holder or Holders may effect pursuant to this Section 2.1.3 shall not be limited, provided, that the number of offerings where the plan of distribution contemplates a shelf registration statement under Rule 415 customary “road show” (including an “electronic road show”) or other substantial marketing effort of by the Company and the underwriters ( any such Underwritten Offering, a “Marketed Underwritten Offering”) that may be effected hereunder shall be limited to a total of three (less any Demand Requests pursuant to Section 2.2.1), and such other restriction as may be set forth in Section 2.1.3(b) are complied with. Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to any Holder or Holders of Registrable Securities (including, but not limited to, an Underwritten Offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Holder or Holders of Registrable Securities. If any Holder intends to sell any Registrable Securities pursuant to a Shelf Takedown, such Holder Demand and shall give the Company written notice of the consummation of each Shelf Takedown (whether or not such registration becomes effective Shelf Takedown constitutes an Underwritten Offering) reasonably promptly after the consummation thereof. (such registration statement, a “Shelf Registration Statement”), b) Upon receipt of prior written notice by any Holder or Holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time that it intends to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of effect a Shelf Underwriting Request (orTakedown, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate cooperate in such Shelf Underwriting. Once a Takedown, whether or not such Shelf Registration Statement has been declared effectiveTakedown constitutes an Underwritten Offering, by amending or supplementing the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect prospectus related to such Shelf Registration StatementStatement as may be reasonably requested by such Holder or Holders for so long as such Holder or Holders holds Registrable Securities; provided, however, that Echo the Company shall not be required obligated to facilitate cooperate in an Underwritten Offering to be effected by means of a Shelf Underwriting until Block Sale if notice of such Underwritten Offering has not been delivered to the Company at least 90 days after the later of the date of the underwriting agreement in any five Business Days prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares intended launch of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Block Sale.

Shelf Takedowns. In connection with any shelf takedown that is demanded by the event that Echo files a shelf registration statement under Rule 415 Purchaser, the Company will: (a) cooperate with the Purchaser and the sole underwriter or managing underwriter of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof), and registered in such names as the Purchaser or the sole underwriter or managing underwriter of an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan offering of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, if any, may reasonably request at least five days prior to any sale of such Registrable Securities; (b) furnish to the Purchaser and the Shelf Underwriting Notice shall offer to each Holder the opportunity to include underwriter, if any, participating in the Shelf Underwriting that number relevant offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as the Purchaser or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by the Purchaser and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus; (c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use its commercially reasonable efforts to keep each such Holder registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may request be reasonably necessary or advisable to enable each such underwriter, if any, and/or the Purchaser to consummate the disposition in writing in accordance with this Section 2.1(j). Echo shall include in each such Shelf Underwriting (x) the Shelf jurisdiction of such Registrable Securities of owned by the Holders making the Shelf Underwriting Request and (y) the Shelf Purchaser, including amending or supplementing such shelf Registration Statement, to enable such Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of offered and sold as contemplated by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration StatementPurchaser; provided, however, that Echo the Company shall not be required obligated to facilitate qualify as a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement foreign corporation or as a dealer in securities in any prior Shelf Underwriting effected jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction; (d) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Section 2.1(jAgreement to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange on which the Common Stock issued by the Company are then so qualified or listed if so requested by the Purchaser or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (e) cooperate and assist in any filings required to be made with The New York Stock Exchange or other securities exchange and, solely with regard to an underwritten shelf takedown, in the effective date performance of any previous Demand Registration Statement reasonable due diligence investigation by the underwriters; (f) solely with regard to an underwritten shelf takedown, use its commercially reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Section 2.1Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be reasonably requested by the Purchaser or the lead managing underwriter; (g) solely with regard to an underwritten shelf takedown, enter into underwriting agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith: 1. Notwithstanding anything make such representations and warranties to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in Purchaser and the aggregate (based on the shares of Common Stock included underwriters in such Shelf Underwriting form, substance and scope as are customarily made by all Holders participating issuers to underwriters in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k).similar underwritten offerings;

Shelf Takedowns. In the event that Echo the Company files a shelf registration statement under Rule 415 of the Securities Act Shelf Registration Statement pursuant to a Holder Demand Section 2.1.1 and such registration statement becomes effective (such registration statementeffective, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement the Holders shall have the right at any time or from time to time to elect to sell all or a specified part of their Registrable Securities Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering, including a “block trade” conducted as an underwritten offering, offering of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable SecuritiesShares”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement). Any A Holder making a Holder Demand may shall make such election with respect to an underwritten offering by delivering to Echo the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo the Company specifying the number of Shelf Registrable Securities Shares that such Holder desires the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (orRequest, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j)other Holders. Echo The Company shall include in such Shelf Underwriting (x) the Shelf Registrable Securities Shares of the Holders Holder(s) making the such Shelf Underwriting Request and (y) the Shelf Registrable Securities Shares of any other Holder of Shelf Registrable Securities Shares which shall have made a written request to Echo the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities Shares intended to be disposed of by such Holder) within five (such persons, “Potential Takedown Participants”5) within three (3) Business Days days after the receipt of the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)Notice. If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting The Company shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possiblepossible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use its reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities Shares may request, and Echo the Company shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in . In connection with any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by Company shall follow the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to procedures set forth in Section 2.1(k)2.3.

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Resale Shelf Registration Statement”), any Holder Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offeringResale Shelf Registration”), pursuant to such registration statement (“Shelf Registrable Securities”is effective and its use has not been otherwise suspended by Pubco in accordance with the terms of Section 2(f) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying the number of by any Investor that is, in either case, a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”). As promptly as practicable, but no later Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “Takedown Offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that, Pubco will provide (x) in connection with any non-marketed underwritten Takedown Offering (other than a Block Trade), at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade initiated prior to the three (3) year anniversary of the date hereof, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten Takedown Offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten Takedown Offering initiated prior to the three (3) year anniversary of the date hereof and (y) any marketed underwritten Takedown Offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a “block trade,” such shorter period as is reasonably practicablenon-marketed underwritten Takedown Offering (other than a Block Trade), Echo shall give written the Business Day following the date notice is given to such participant, (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number case of Registrable Securities as each a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request participant and (yC) in the Shelf Registrable Securities case of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such personsmarketed underwritten Takedown Offering, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Holder and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateoffering. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Resale Shelf Registration Statement”), any Holder Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offeringResale Shelf Registration”), pursuant to such registration statement (“Shelf Registrable Securities”is effective and its use has not been otherwise suspended by Pubco in accordance with the terms of Section 2(f) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying the number of by any Investor that is, in either case, a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”). As promptly as practicable, but Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “take down offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that, subject to the MNPI Provisions, Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant, (y) in connection with any Block Trade initiated prior to the three year anniversary of the date hereof, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than two noon Eastern time on the Business Day prior to the requested Takedown Demand and (2z) in connection with any marketed underwritten takedown offering, at least five Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant. In connection with (orx) any non-marketed underwritten takedown offering initiated prior to the three year anniversary of the date hereof and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a “block trade,” such shorter period as is reasonably practicablenon-marketed underwritten takedown offering (other than a Block Trade), Echo shall give written the Business Day following the date notice is given to such participant, (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (1C) in the case of a marketed underwritten takedown offering, three Business DayDays following the date notice is given to such participant). If such , the Initiating Holder and the other Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s Participants that request inclusion of their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateoffering. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1Agreement. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k).​

Shelf Takedowns. In At any time when the event that Echo files Resale Shelf Registration or a shelf registration statement under Rule 415 Shelf Registration is effective and its use has not been otherwise suspended by the Company in accordance with the terms of the Securities Act pursuant to Section 2(c) or Section 2(d) above, upon a Holder Demand and such registration becomes effective written demand (such registration statement, a “Takedown Demand”) by any Whitney Sponsor or Bain Sponsor that is a Shelf Registration StatementParticipant holding Registrable Securities at such time (the “Initiating Sponsor”), any Holder the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities registered on off of such Resale Shelf Registration Statement or Shelf Registration and the Company shall have pay all Registration Expenses in connection therewith; provided that the right at Company will provide (x) in connection with any time non-marketed underwritten takedown offering (other than a Block Trade) or from time to time to elect to sell Registrable Securities in an non-underwritten takedown offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each Whitney Sponsor and Bain Sponsor (other than the Initiating Sponsor) that is a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade, notice of such Takedown Demand to each Whitney Sponsor and Bain Sponsor (other than the Initiating Sponsor) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Sponsor) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering or non- underwritten takedown offering and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than (A) in the case of a “block trade,” non-marketed underwritten takedown offering (other than a Block Trade) or a non-underwritten takedown offering, the Business Day following the date notice is given to such shorter period as is reasonably practicable)participant, Echo shall give written notice (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number case of Registrable Securities as each a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request participant and (yC) in the Shelf Registrable Securities case of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such personsmarketed underwritten takedown offering, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Sponsor and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding offering (x) in connection with any non-underwritten takedown offering, on a pro rata basis based on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders amount of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to owned by all such Shelf Registration Statement; provided, however, that Echo shall not be required Participants requesting to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included include Registrable Securities in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined non-underwritten takedown offering as of the date the Shelf Underwriting Request is made), unless Company provided notice of the Takedown Demand to the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates Participants pursuant to this Section 2(e) and (By) each Shelf Underwriting is in connection with any underwritten takedown offering, subject to Section 2.1(k)2(f) below. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. In connection with any shelf takedown that is demanded by 313 or as to which piggyback rights otherwise apply, the event that Echo files a shelf Company will: (a) cooperate with 313 and the sole underwriter or managing underwriter of an underwritten offering Registrable Securities, if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof) and registered in such names as the selling Securityholders or the sole underwriter or managing underwriter of an underwritten offering of Registrable Securities, if any, may reasonably request at least five days prior to any sale of such Registrable Securities; (b) furnish to each Securityholder and to each underwriter, if any, participating in the relevant offering, without charge, as many copies of the applicable prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as such Securityholder or underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities; the Company hereby consents to the use of the prospectus, including each preliminary prospectus, by each such Securityholder and underwriter in connection with the offering and sale of the Registrable Securities covered by the prospectus or the preliminary prospectus; (c) (i) use all reasonable efforts to register or qualify the Registrable Securities being offered and sold, no later than the time the applicable registration statement becomes effective, under Rule 415 all applicable state securities or “blue sky” laws of the such jurisdictions as each underwriter, if any, or any Securityholder holding Registrable Securities Act pursuant to covered by a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on shall reasonably request; (ii) use all reasonable efforts to keep each such Shelf Registration Statement shall have registration or qualification effective during the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to period such registration statement is required to be kept effective; and (“Shelf Registrable Securities”iii) do any and all other acts and things which may be reasonably necessary or advisable to enable each such underwriter, if any, and Securityholder to consummate the disposition in any other manner contemplated by the “Plan each such jurisdiction of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of owned by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration StatementSecurityholder; provided, however, that Echo the Company shall not be obligated to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction; (d) cause all Registrable Securities being sold to be qualified for inclusion in or listed on The New York Stock Exchange or any securities exchange or the NASDAQ National Market on which Registrable Securities issued by the Company are then so qualified or listed if so requested by 313, or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (e) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter in an underwritten offering; (f) use all reasonable efforts to facilitate a Shelf Underwriting until at least 90 days after the later distribution and sale of the date of the underwriting agreement in any prior Shelf Underwriting effected Registrable Securities to be offered pursuant to this Section 2.1(jAgreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be requested by 313 or the lead managing underwriter of an underwritten offering; and (g) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), enter into customary agreements (A) each Shelf Underwriting must includeincluding, in the aggregate (based on case of an underwritten offering, underwriting agreements in customary form, and including provisions with respect to indemnification and contribution in customary form and consistent with the shares provisions relating to indemnification and contribution contained herein) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held and in connection therewith: 1. make such representations and warranties to the selling Securityholders and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings; 2. obtain opinions of counsel to the applicable Holder making a Holder Demand Company and its Affiliates updates thereof (which counsel and opinions (Bin form, scope and substance) each Shelf Underwriting is subject shall be reasonably satisfactory to Section 2.1(k).the lead managing underwriter, if any) addressed to the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Securityholders and underwriters; and

Shelf Takedowns. In (a) Any Holder or Holders of Registrable Securities shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by such Holder or Holders as are then registered pursuant to a Shelf Registration Statement (each, a “Shelf Takedown”). The number of Shelf Takedowns that such Holder or Holders may effect pursuant to this Section 2.1.3 shall not be limited, provided, that the event number of offerings where the plan of distribution contemplates a customary “road show” (including an “electronic road show”) or other substantial marketing effort of by the Company and the underwriters ( any such Underwritten Offering, a “Marketed Underwritten Offering”) that Echo files may be effected hereunder shall be limited to a shelf registration statement under Rule 415 total of two (less any Demand Requests pursuant to Section 2.2.1), and such other restriction as may be set forth in Section 2.1.3(b) are complied with. Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to any Holder or Holders of Registrable Securities (including, but not limited to, an Underwritten Offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act pursuant with respect to a Holder Demand and such registration becomes effective (such registration statement, a “the disposition of all Registrable Securities covered by the Shelf Registration Statement”), any Statement in accordance with the intended methods of disposition by the Holder or Holders of Registrable Securities. (b) Upon receipt of prior written notice of the majority of Holders of the then outstanding Registrable Securities registered on that they intend to effect a Shelf Takedown, the Company shall use commercially reasonable efforts to cooperate in such Shelf Takedown, whether or not such Shelf Takedown constitutes an Underwritten Offering, by amending or supplementing the prospectus related to such Shelf Registration Statement shall have the right at any time as may be reasonably requested by such Holder or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted Holders for so long as an underwritten offering, pursuant to such registration statement (“Shelf Holder or Holders holds Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo the Company shall not be required obligated to facilitate cooperate in an Underwritten Offering to be effected by means of a Shelf Underwriting until Block Sale if notice of such Underwritten Offering has not been delivered to the Company at least 90 days after the later of the date of the underwriting agreement in any five Business Days prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares intended launch of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Block Sale.

Shelf Takedowns. In the event At any time that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to Shelf Registration Statement is effective, if a Holder Demand and of Registrable Securities covered by such registration becomes effective Shelf Registration Statement delivers a notice to the Company (such registration statement, a “Shelf Takedown Notice”) stating that such Holder intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration StatementStatement (a “Shelf Takedown”) and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a “Shelf Supplement”) such Shelf Registration Statement or prospectus, to enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Except in connection with a Shelf Takedown Block Trade (as defined below), any Holder upon receipt of a Shelf Takedown Notice, the Company shall promptly (but in no event later than two (2) business days after receipt of a Shelf Takedown Notice) deliver notice of such Shelf Takedown Notice to all other holders of Registrable Securities registered on such Shelf Registration Statement who shall then have seven (7) days from the right at any time or from time date such notice is given to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by notify the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request Company in writing in accordance with this Section 2.1(j). Echo shall include of their desire to be included in such Shelf Underwriting (x) Takedown. The Company shall prepare and file with the SEC a Shelf Supplement as soon as practicable after the date on which it received the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in Takedown Notice and, if such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended Supplement is an amendment to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting Registration Statement, shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate cause such Shelf Underwriting. Once a Shelf Registration Statement has been Supplement to be declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)SEC as soon as practicable thereafter.

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Resale Shelf Registration Statement”), any Holder Statement or a Shelf Registration for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offeringResale Shelf Registration”), pursuant to such registration statement (“Shelf Registrable Securities”is effective and its use has not been otherwise suspended by Pubco in accordance with the terms of Section 2(f) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying the number of by any Investor that is, in either case, a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”). As promptly as practicable, but no later Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “take down offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that, subject to the MNPI Provisions, Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade initiated prior to the three (3) year anniversary of the consummation of the Business Combination, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to the three (3) year anniversary of the consummation of the Business Combination and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a “block trade,” such shorter period as is reasonably practicablenon-marketed underwritten takedown offering (other than a Block Trade), Echo shall give written the Business Day following the date notice is given to such participant, (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number case of Registrable Securities as each a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request participant and (yC) in the Shelf Registrable Securities case of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such personsmarketed underwritten takedown offering, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Holder and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateoffering. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Resale Shelf Registration Statement”), any Holder Statement for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offeringResale Shelf Registration”), pursuant to such registration statement (“Shelf Registrable Securities”) or is effective and its use has not been otherwise suspended by Pubco in any other manner contemplated by accordance with the “Plan terms of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo Section 6 below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying the number of by one or more Investors that is a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holders”). As promptly as practicable, but no later Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration Statement (a “take down offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holders) that is a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade, notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holders) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holders) that is a Shelf Participant. In connection with any underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (x) in the case of a “block trade,” such shorter period as is reasonably practicablenon-marketed underwritten takedown offering (other than a Block Trade), Echo shall give written the Business Day following the date notice (the “Shelf Underwriting Notice”) of is given to such Shelf Underwriting Request to all Holders of Shelf Registrable Securitiesparticipant, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) in the Shelf Registrable Securities case of any other Holder a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (z) in the case of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such personsmarketed underwritten takedown offering, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Holders and the other Shelf Underwriting Notice has been delivered Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Notwithstanding the foregoing, Pubco shall have no obligation to facilitate, or otherwise in respect of, any takedown offering (or, i) unless the aggregate market value of the Registrable Securities requested to be included in such takedown offering by the Initiating Holders is at least $35,000,000 in the case of a “block trade,” takedown offering that is a marketed underwritten offering or at least $20,000,000 in the case of a takedown offering that is not an marketed underwritten offering, (ii) during the pendency of, or within one hundred eighty (1180) Business Day). If such Shelf Underwriting days after, any other takedown offering that has been completed, or (iii) unless the takedown offering is being conducted as a “block trade,” any Potential Takedown Participant’s request initiated prior to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) fifth anniversary of the closing price for the shares consummation of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateCombination. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. In (a) At any time that a Shelf Registration Statement is effective, any Key Member may request to sell all or any portion of its Registrable Securities included in the event that Echo files Shelf Registration in a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective Public Offering (such registration statementeach, a “Shelf Registration StatementTakedown”), any Holder of Registrable Securities registered on such . Such request for a Shelf Registration Statement Takedown shall have be made by giving written notice to the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request Company (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf UnderwritingTakedown Notice”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in which shall specify the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities proposed to be sold in the Shelf Takedown as each such Holder may request well as whether the Registrable Securities are proposed to be sold in writing in accordance with this Section 2.1(ja Block Sale (if so requested, a “Member Block Sale”). Echo Except in connection with a Member Block Sale, upon receipt of any Shelf Takedown Notice, the Company shall include promptly (but in no event later than five (5) days following receipt thereof) give written notice to all Members of receipt of such Shelf Takedown Notice (a “Company Shelf Takedown Notice”) and shall include, subject to the provisions of Section 10.05, in such Shelf Underwriting (x) the Shelf Takedown all Registrable Securities of with respect to which the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a Company has received written request to Echo requests for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) inclusion‌ therein within three (3) Business Days after sending the Company Shelf Takedown Notice. (b) The Company shall commence the Public Offering and prepare and file with the Commission, as soon as practicable after the date on which it received the Shelf Underwriting Notice has been delivered Takedown Notice, any amendments or supplements (oreach, a “Shelf Supplement”) to the applicable Shelf Registration Statement to enable the Registrable Securities included in the case of a “block trade,” one (1) Business Day). If Shelf Takedown to be offered and sold and, if such Shelf Underwriting Supplement is being conducted as a “block trade,” any Potential Takedown Participant’s request an amendment to participate in such Shelf Underwriting Registration Statement, shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate cause such Shelf Underwriting. Once Supplement to be declared effective by the Commission as soon as practicable. (c) The initial requesting Key Members that beneficially own a Shelf Registration Statement has been declared effective, majority of the Holders of Registrable Securities may requestinitially requested to be included in the Shelf Takedown shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such Public Offering. Notwithstanding the foregoing, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected investment banking firm selected pursuant to this Section 2.1(j10.03(c) and will be subject to the effective date reasonable approval of the Company. (d) Notwithstanding any previous Demand Registration Statement pursuant to of the foregoing provisions of this Section 2.1. Notwithstanding anything 10.03, the Company shall not be obligated to effect an underwritten Shelf Takedown or Member Block Sale within thirty-five (35) days after the contrary in this Section 2.1(j)pricing of a previous Member Block Sale or within sixty (60) days after the pricing of a previous underwritten Shelf Takedown or Demand Registration, (A) each Shelf Underwriting must include, in and then only if the aggregate (based on Registrable Securities requested to be sold by the shares of Common Stock included Members in such underwritten Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having Takedown or Member Block Sale shall have an anticipated aggregate market value gross offering price (before deducting underwriting discounts and commission) of at least $100 [10] million (determined as of the date the Shelf Underwriting Request is made)or $[7] million, unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)respectively.

Shelf Takedowns. In (a) At any time during which the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes Company has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Shareholder’s Registrable Securities”) , by notice to the Company specifying the intended method or in any other manner contemplated by the “Plan methods of Distribution” in disposition thereof, such registration statement. Any Holder making a Holder Demand Shareholder may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) for to the Company to effect a Public Offering of all or a portion of such underwritten offering to Echo specifying the number of Shelf Shareholder’s Registrable Securities that are covered by such Holder desires Shelf Registration Statement, and as soon as practicable thereafter the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided, however, that the Company shall only be obligated to sell effect an Underwritten Shelf Takedown if the sale of the Registrable Securities in such Underwritten Shelf Takedown is reasonably expected to result in (i) aggregate gross cash proceeds in excess of $300,000,000 (without regard to any underwriting discount or commission) or (ii) a sale of two and a half percent (2.5%) or more of the outstanding shares of Common Stock. Notwithstanding the foregoing, the Company shall not be obligated to take any action with respect to an Underwritten Shelf Takedown pursuant to such underwritten offering this Section 3.13(a) if either an Underwritten Shelf Takedown or an Underwritten Public Offering pursuant to an effective registration statement requested under Section 3.1(a) was consummated, in each case within the preceding 90 days. (the “Shelf Underwriting”). As promptly as practicable, but no later than b) Within two (2) Business Days after of receipt of a Shelf Underwriting Takedown Request for any Underwritten Shelf Takedown, the Company shall deliver a notice (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Shareholder with Registrable Securities covered by the applicable Registration Statement, or to all Holders of other Shareholders with Registrable Securities if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder such Potential Takedown Participant the opportunity to include in the any Underwritten Shelf Underwriting that number of Registrable Securities as Takedown each such Holder may request in writing in accordance with this Section 2.1(j)Potential Takedown Participant’s Registrable Securities. Echo The Company shall include in the Underwritten Shelf Takedown all such Shelf Underwriting (x) the Shelf Registrable Securities of with respect to which the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a Company has received written request to Echo requests for inclusion in such Shelf Underwriting therein within five (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (35) Business Days after the date that the Shelf Underwriting Takedown Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)delivered. If such Shelf Underwriting is being conducted as a “block trade,” any Any Potential Takedown Participant’s request to participate in such an Underwritten Shelf Underwriting Takedown shall be binding on the Potential Takedown Participant; provided provided, that each such Potential Takedown Participant that elects to participate may condition its participation on such the Underwritten Shelf Underwriting Takedown being completed within ten (10) Business Days and/or of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety ninety-two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateparticipate (the “Participation Conditions”). Echo shallNotwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price, aggregate number of shares to be offered and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.13(b) shall be determined by the Requisite Requesting Shareholders for such Underwritten Shelf Takedown; provided, that if such Underwritten Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), the Registrable Securities requested to be included in such Underwritten Shelf Takedown by each Potential Takedown Participant shall be included if such Potential Takedown Participant has complied with the requirements set forth in this Section 3.13(b); provided, further, if the managing underwriter or the Requisite Requesting Shareholders advise the Company that, in the opinion of the managing underwriter or Requisite Requesting Shareholders, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effectiveapplicable, the Holders number of Registrable Securities may request, and Echo shall requested to be required to facilitate, an unlimited included exceeds the number of Shelf Underwritings with respect to Registrable Securities which can be sold in such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate offering within a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything price range reasonably acceptable to the contrary Requisite Requesting Shareholders, the Company shall include any securities the Company is so advised can be sold in this Section 2.1(j), (A) each such Underwritten Shelf Underwriting must include, Takedown in the aggregate following order: (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made)i) first, unless the Shelf Underwriting is holders agree otherwise, each holder’s Pro Rata Portion; (ii) second, if any such holder requests to sell a number of securities less than such holder’s Pro Rata Portion, the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and excess portion shall be allocated to each other holder according to its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Pro Rata Portion.

Shelf Takedowns. In At any time after the event Required Shelf Filing Deadline that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant Shelf Registration Statement is effective, if a Permitted Exercise Holder delivers a written notice to a Holder Demand and such registration becomes effective Parent (such registration statement, a “Shelf Registration StatementTakedown Notice”), any ) stating that such Holder and its applicable Affiliate(s) intend to effect an offering of all or at least a majority of their Registrable Securities registered on included in such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting RequestTakedown”) and Parent is eligible to use such Shelf Registration Statement for such underwritten offering Shelf Takedown, then Parent shall take all actions reasonably required, including amending or supplementing such Shelf Registration Statement or prospectus (a “Shelf Supplement”), to Echo specifying enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice. The Shelf Takedown Notice shall specify the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering be offered and sold under the Shelf Takedown. Except in connection with a Shelf Takedown Block Trade (the “as defined below), upon receipt of a Shelf Underwriting”). As Takedown Notice, Parent shall promptly as practicable, (but in no event later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written Takedown Notice) deliver notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request Takedown Notice to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice each other Permitted Exercise Holder who shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting then have five (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (35) Business Days from the date such Shelf Takedown Notice is given to Parent to notify Parent in writing of their desire to be included in such Xxxxx Xxxxxxxx. Parent shall prepare and file with the SEC a Shelf Supplement as soon as reasonably practicable after the date on which it received the Shelf Underwriting Takedown Notice has been delivered (orand, in the case of a “block trade,” one (1) Business Day). If if such Shelf Underwriting Supplement is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect amendment to such Shelf Registration Statement; provided, however, that Echo shall not use its commercially reasonable best efforts to cause such Shelf Supplement to be required declared effective by the SEC as soon as practicable thereafter. At any time prior to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of such Shelf Supplement or the “pricing” of any previous offering relating to a Shelf Takedown (including in connection with an Underwritten Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j2.03), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in Holder who initiated such Shelf Underwriting by Takedown may revoke or withdraw such Shelf Takedown Notice on behalf of all Holders participating in such Shelf UnderwritingTakedown without liability to such Holders, in each case by providing written notice to Parent. With respect to any Holder and its Affiliates, the first (1st) Shelf Takedown that has been so revoked or withdrawn by the initiating Holder shall not count as one of the permitted Underwritten Demand Registrations pursuant to Section 2.03; provided that, for avoidance of doubt, any subsequent such Shelf Takedowns that have been so revoked or withdrawn shall count as one of the permitted Underwritten Demand Registrations pursuant to Section 2.03. Any Shelf Takedown requested pursuant to this Section 2.03 by any Permitted Exercise Holder (other than Invesco) shall be subject to the prior written consent of Invesco (so long as Invesco is a Permitted Exercise Holder), shares of Common Stock having an aggregate market value of at least $100 million (determined and to the extent such consent is withheld, the applicable Shelf Takedown Notice shall be void ab initio and such Shelf Takedown shall not occur, nor shall it count as one of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder permitted Underwritten Demand and its Affiliates and (B) each Shelf Underwriting is subject Registrations pursuant to Section 2.1(k)2.03.

Shelf Takedowns. In the event that Echo files At any time when a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Resale Shelf Registration Statement”), any Holder Statement and/or New Registration Statement that covers the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offeringResale Shelf Registration”), pursuant to such registration statement (“Shelf Registrable Securities”is effective and its use has not been otherwise suspended by Pubco in accordance with the terms of Section 2(e) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying the number of by any Holder that is, in either case, a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”), Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “takedown offering”); provided that Pubco will provide in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. As promptly as practicableIn connection with any marketed underwritten takedown offering, but if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Holder and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participateoffering. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Each holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1Agreement. Notwithstanding anything to the contrary in this Section 2.1(j)Agreement, (A) each Shelf Underwriting must include, Pubco shall be responsible for the Registration Expenses incurred in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making connection with a Holder Demand and takedown offering prior to its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)withdrawal.

Shelf Takedowns. In (a) Subject to the event provisions of Section 2.1.3(b) hereof, any Holder or Holders of Registrable Securities shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by such Holder or Holders as are then registered pursuant to a Shelf Registration Statement (each, a “Shelf Takedown”). The number of Shelf Takedowns that Echo files such Holder or Holders may effect pursuant to this Section 2.1.3 shall not be limited, provided, that the number of offerings where the plan of distribution contemplates a shelf registration statement under Rule 415 customary “road show” (including an “electronic road show”) or other substantial marketing effort of by the Company and the underwriters ( any such Underwritten Offering, a “Marketed Underwritten Offering”) that may be effected hereunder shall be limited to a total of two (less any Demand Requests pursuant to Section 2.2.1), and such other restriction as may be set forth in Section 2.1.3(b) are complied with. Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to any Holder or Holders of Registrable Securities (including, but not limited to, an Underwritten Offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Holder or Holders of Registrable Securities. If any Holder intends to sell any Registrable Securities pursuant to a Shelf Takedown, such Holder Demand and shall give the Company written notice of the consummation of each Shelf Takedown (whether or not such registration becomes effective Shelf Takedown constitutes an Underwritten Offering) reasonably promptly after the consummation thereof. (such registration statement, a “Shelf Registration Statement”), b) Upon receipt of prior written notice by any Holder or Holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time that it intends to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of effect a Shelf Underwriting Request (orTakedown, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate cooperate in such Shelf Underwriting. Once a Takedown, whether or not such Shelf Registration Statement has been declared effectiveTakedown constitutes an Underwritten Offering, by amending or supplementing the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect prospectus related to such Shelf Registration StatementStatement as may be reasonably requested by such Holder or Holders for so long as such Holder or Holders holds Registrable Securities; provided, however, that Echo the Company shall not be required obligated to facilitate cooperate in an Underwritten Offering to be effected by means of a Shelf Underwriting until Block Sale if notice of such Underwritten Offering has not been delivered to the Company at least 90 days after the later of the date of the underwriting agreement in any five Business Days prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares intended launch of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Block Sale.

Shelf Takedowns. In Subject to the event that Echo files a shelf registration statement under Rule 415 provisions of Section 2(g) hereof, each of the Securities Act pursuant to a Holder Demand Major Financial Investors and such registration becomes effective any Minority Financial Investor (such registration statementeach, a “Shelf Registration StatementRequesting Holder”)) shall be entitled, any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or and from time to time to elect when a Shelf Registration Statement is effective, to sell any of their Registrable Securities held by them as are then registered pursuant to a Shelf Registration Statement in an underwritten offeringUnderwritten Offering (each, including a “block trade” conducted Shelf Takedown”) so long as an underwritten offering, such request covers at least $25 million worth of the market value of shares of Common Stock at the time of the Shelf Takedown Request or such lesser amount if all Registrable Securities available for sale by all Financial Investors pursuant to such registration statement (“are requested to be included. The Shelf Registrable Securities”Requesting Holder(s) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may shall make such election by delivering to Echo the Company a written request (a “Shelf Underwriting Takedown Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires Shelf Requesting Holder(s) desire to sell pursuant to such underwritten offering Shelf Takedown. Within one (the “Shelf Underwriting”). As promptly as practicable, but no later than two (21) Business Days Day after receipt of any such request for a Shelf Underwriting Request (orTakedown, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request request to all Holders of Financial Investors that are not Shelf Registrable SecuritiesRequesting Holders, if any, and the Shelf Underwriting Notice shall offer each Holder Company shall, subject to the opportunity to provisions of Section 2(f) hereof, include in such Shelf Takedown, the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which Requesting Holder(s) and any Financial Investor(s) that shall have made a written request to Echo the Company for inclusion of their Registrable Securities in such the Shelf Underwriting Registration Statement (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of sold by such HolderFinancial Investor) and with respect to which the Company has received written requests for inclusion therein within five (such persons, “Potential Takedown Participants”) within three (35) Business Days after the Shelf Underwriting Notice has been delivered date the Company’s notice was delivered. The Company shall, as expeditiously as possible (or, and in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed event within ten (10) Business Days and/or its acceptance at after the receipt of a price per share (after giving Shelf Takedown Request, unless a longer period is agreed to by the Shelf Requesting Holder(s)), facilitate such Shelf Takedown. The number of Shelf Takedowns that the applicable Financial Investors may effect pursuant to any underwriters’ discounts or commissionsthis Section 2(b) shall not be limited, subject to such Potential Takedown Participant the minimum dollar threshold set forth in the first sentence of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) this Section 2(b). The Company shall comply with the applicable provisions of the closing price for Securities Act with respect to the shares disposition of Common Stock on their principal trading market on all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by Shelf Requesting Holder(s). Notwithstanding the foregoing, if the Shelf Requesting Holder(s) wish to engage in a Block Sale that is an Underwritten Offering off a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing notice and time periods, then the Shelf Requesting Holder(s) only need to notify the Company of the Block Sale a minimum of three (3) Business Day immediately Days prior to the day such Potential Takedown Participant’s election offering is to participate. Echo shallcommence (unless a longer period is agreed to by the Shelf Requesting Holder(s)) and,subject to Section 2(f), the Company shall include in such Block Sale the Registrable Securities of the Shelf Requesting Holder(s) requested to be included and shall as expeditiously as possiblepossible facilitate such offering such that it may commence not later than three (3) Business Days from receipt of a Shelf Takedown Request (unless a longer period is agreed to by the Shelf Requesting Holder(s)); provided that, the Shelf Requesting Holder(s) shall use its reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate (i) preparation of the registration statement, prospectus and other offering documentation related to the Block Sale, (ii) the underwriters’ due diligence and (iii) delivery of customary comfort letters; provided further that if requested by the Shelf Requesting Holder(s), the Company shall use reasonable best efforts to facilitate such Shelf Underwriting. Once a Block Sale in order that it may commence in a timeframe less than three (3) Business Days from receipt of a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Takedown Request.

Shelf Takedowns. In (a) Subject to the event provisions of Section 2.1.2(b) hereof, any Holder or Holders of Registrable Securities shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by such Holder or Holders as are then registered pursuant to a Shelf Registration Statement (each, a “Shelf Takedown”). The number of Shelf Takedowns that Echo files such Holder or Holders may effect pursuant to this Section 2.1.2 shall not be limited, provided, that the Company shall not be obligated to effect a shelf registration statement under Rule 415 Shelf Takedown that constitutes an Underwritten Offering unless the aggregate offering price of the Registrable Securities to be sold in such offering is reasonably expected to be at least $35 million and the number of Marketed Underwritten Offerings that may be effected hereunder shall be limited to a total of two (2) (less any Demand Requests made pursuant to Section 2.1.1), and such other restriction as may be set forth in Section 2.1.1(b) are complied with. Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to any Holder or Holders of Registrable Securities (including, but not limited to, an Underwritten Offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Holder or Holders of Registrable Securities. If any Holder intends to sell any Registrable Securities pursuant to a Shelf Takedown, such Holder Demand and shall give the Company written notice of the consummation of each Shelf Takedown (whether or not such registration becomes effective Shelf Takedown constitutes an Underwritten Offering) reasonably promptly after the consummation thereof. (such registration statement, a “Shelf Registration Statement”), b) Upon receipt of prior written notice by any Holder or Holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time that it intends to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of effect a Shelf Underwriting Request (orTakedown, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate cooperate in such Shelf Underwriting. Once a Takedown, whether or not such Shelf Registration Statement has been declared effectiveTakedown constitutes an Underwritten Offering, by amending or supplementing the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect prospectus related to such Shelf Registration StatementStatement as may be reasonably requested by such Holder or Holders for so long as such Holder or Holders holds Registrable Securities; provided, however, that Echo the Company shall not be required obligated to facilitate cooperate in an Underwritten Offering to be effected by means of a Shelf Underwriting until Block Sale if notice of such Underwritten Offering has not been delivered to the Company at least 90 days after the later of the date of the underwriting agreement in any five (5) Business Days prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares intended launch of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Block Sale.

Shelf Takedowns. In (a) Subject to the event provisions of Section 2.1.3(b) hereof, any Holder or Holders of Registrable Securities shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by such Holder or Holders as are then registered pursuant to a Shelf Registration Statement (each, a “Shelf Takedown”). The number of Shelf Takedowns that Echo files such Holder or Holders may effect pursuant to this Section 2.1.3 shall not be limited, provided, that the number of offerings where the plan of distribution contemplates a shelf registration statement under Rule 415 customary “road show” (including an “electronic road show”) or other substantial marketing effort of by the Company and the underwriters (any such Underwritten Offering, a “Marketed Underwritten Offering”) that may be effected hereunder shall be limited to a total of three (less any Demand Requests pursuant to Section 2.2.1), and such other restriction as may be set forth in Section 2.1.3(b) are complied with. Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to any Holder or Holders of Registrable Securities (including, but not limited to, an Underwritten Offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Holder or Holders of Registrable Securities. If any Holder intends to sell any Registrable Securities pursuant to a Shelf Takedown, such Holder Demand and shall give the Company written notice of the consummation of each Shelf Takedown (whether or not such registration becomes effective Shelf Takedown constitutes an Underwritten Offering) reasonably promptly after the consummation thereof. (such registration statement, a “Shelf Registration Statement”), b) Upon receipt of prior written notice by any Holder or Holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time that it intends to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of effect a Shelf Underwriting Request (orTakedown, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate cooperate in such Shelf Underwriting. Once a Takedown, whether or not such Shelf Registration Statement has been declared effectiveTakedown constitutes an Underwritten Offering, by amending or supplementing the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect prospectus related to such Shelf Registration StatementStatement as may be reasonably requested by such Holder or Holders for so long as such Holder or Holders holds Registrable Securities; provided, however, that Echo the Company shall not be required obligated to facilitate cooperate in an Underwritten Offering to be effected by means of a Shelf Underwriting until Block Sale if notice of such Underwritten Offering has not been delivered to the Company at least 90 days after the later of the date of the underwriting agreement in any five Business Days prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares intended launch of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Block Sale.

Shelf Takedowns. In (a) At any time that a Shelf Registration Statement is effective, any Key Member may request to sell all or any portion of its Registrable Securities included in the event that Echo files Shelf Registration in a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective Public Offering (such registration statementeach, a “Shelf Registration StatementTakedown”), any Holder of Registrable Securities registered on such . Such request for a Shelf Registration Statement Takedown shall have be made by giving written notice to the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request Company (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf UnderwritingTakedown Notice”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in which shall specify the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities proposed to be sold in the Shelf Takedown as each such Holder may request well as whether the Registrable Securities are proposed to be sold in writing in accordance with this Section 2.1(ja Block Sale (if so requested, a “Member Block Sale”). Echo Except in connection with a Member Block Sale, upon receipt of any Shelf Takedown Notice, the Company shall include promptly (but in no event later than five (5) days following receipt thereof) give written notice to all Members of receipt of such Shelf Takedown Notice (a “Company Shelf Takedown Notice”) and shall include, subject to the provisions of Section 10.05, in such Shelf Underwriting (x) the Shelf Takedown all Registrable Securities of with respect to which the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a Company has received written request to Echo requests for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) therein within three (3) Business Days after sending the Company Shelf Takedown Notice. (b) The Company shall commence the Public Offering and prepare and file with the Commission, as soon as practicable after the date on which it received the Shelf Underwriting Notice has been delivered Takedown Notice, any amendments or supplements (oreach, a “Shelf Supplement”) to the applicable Shelf Registration Statement to enable the Registrable Securities included in the case of a “block trade,” one (1) Business Day). If Shelf Takedown to be offered and sold and, if such Shelf Underwriting Supplement is being conducted as a “block trade,” any Potential Takedown Participant’s request an amendment to participate in such Shelf Underwriting Registration Statement, shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate cause such Shelf Underwriting. Once Supplement to be declared effective by the Commission as soon as practicable. (c) The initial requesting Key Members that beneficially own a Shelf Registration Statement has been declared effective, majority of the Holders of Registrable Securities may requestinitially requested to be included in the Shelf Takedown shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such Public Offering. Notwithstanding the foregoing, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected investment banking firm selected pursuant to this Section 2.1(j10.03(c) and will be subject to the effective date reasonable approval of the Company. (d) Notwithstanding any previous Demand Registration Statement pursuant to of the foregoing provisions of this Section 2.1. Notwithstanding anything 10.03, the Company shall not be obligated to effect an underwritten Shelf Takedown or Member Block Sale within thirty-five (35) days after the contrary in this Section 2.1(j)pricing of a previous Member Block Sale or within sixty (60) days after the pricing of a previous underwritten Shelf Takedown or Demand Registration, (A) each Shelf Underwriting must include, in and then only if the aggregate (based on Registrable Securities requested to be sold by the shares of Common Stock included Members in such underwritten Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having Takedown or Member Block Sale shall have an anticipated aggregate market value gross offering price (before deducting underwriting discounts and commission) of at least $100 [10] million (determined as of the date the Shelf Underwriting Request is made)or $[7] million, unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)respectively.

Shelf Takedowns. In (i) Upon the event that Echo files written request of any Holder, at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of such Holder’s Registrable Securities off of an effective shelf registration statement under Rule 415 (a “Shelf Take-Down”). Upon the written request of such Holder, the Company will file and seek the effectiveness of a post-effective amendment to an existing shelf registration statement in order to register up to the number of such Holder’s Registrable Securities Act pursuant previously taken down off of such shelf by such Holder and not yet “reloaded” onto such shelf registration statement. (ii) At any time that a Shelf Registration Statement is effective, Blackstone (subject to a Holder Demand limit of two (2) times in any calendar year) and such registration becomes effective Summit (such registration statementsubject to a limit of one (1) time in any calendar year) (each of Blackstone and Summit, a “Demand Party”) may deliver a notice (a “Take-Down Notice”) to the Company that it intends to sell all or part of its Registrable Securities in an Underwritten Offering (including any Underwritten Offering where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Registration StatementOffering”)); provided, any Holder that a Demand Party may not deliver a Take-Down Notice prior to expiry of Registrable Securities registered on such Shelf Registration Statement the Initial Lock-Up Period; provided, further, that Blackstone shall have the right at any time to deliver the first Take-Down Notice provided that such Take-Down Notice is delivered by Blackstone within two-hundred and seventy (270) days of the Closing Date; provided, further, that a Demand Party may not deliver a Take-Down Notice for an Underwritten Offering or from time to time to elect to sell a Marketed Underwritten Shelf Offering unless the Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant requested to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” be sold in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request offering have an aggregate offering price (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding based on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a last reported sale price per share (after giving effect to any underwriters’ discounts or commissions) on the most recent trading day prior to such Potential Takedown Participant of not less than ninety two percent (92%) (date on the principal securities exchange or such lesser percentage specified by such Potential Takedown Participant) of the closing price for market on which they are traded or, if the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effectiveare no longer so traded, the Holders fair value thereof (as determined in good faith by the Demand Party seeking registration of such Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(jSecurities)) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as x) in the case of the date the Shelf Underwriting Request is made)first Take-Down Notice delivered by Summit, unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates $25,000,000 and (By) for each Shelf Underwriting is subject to Section 2.1(k)other Take-Down Notice delivered by a Demand Party, $50,000,000.

Shelf Takedowns. In (i) Subject to the event that Echo files a shelf registration statement under Rule 415 of restrictions set forth Article V, at any time during which the Securities Act pursuant to a Holder Demand and such registration becomes Company has an effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time with respect to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Sponsor’s Registrable Securities”) , by notice to the Company specifying the intended method or in any other manner contemplated by the “Plan methods of Distribution” in disposition thereof, such registration statement. Any Holder making a Holder Demand Sponsor may make such election by delivering to Echo a written request (a “Shelf Underwriting Takedown Request”) for to the Company to effect an offering of such underwritten offering to Echo specifying the number Registrable Securities, including an Underwritten Shelf Takedown, of Shelf all or a portion of such Sponsor’s Registrable Securities that are covered by such Holder desires to sell pursuant to Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such underwritten offering purpose. (the “ii) Promptly upon receipt of a Shelf Underwriting”). As promptly as practicable, Takedown Request (but in no later event more than two (2) Business Days after receipt of thereafter) for any Underwritten Shelf Takedown, the Company shall deliver a Shelf Underwriting Request notice (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Takedown Notice”) of such Shelf Underwriting Request to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders of if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Registrable Securities, and the Shelf Underwriting Takedown Notice shall offer each Holder such Potential Takedown Participant the opportunity to include in the any Underwritten Shelf Underwriting Takedown that number of shares of Common Stock that are Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j)writing. Echo The Company shall include in the Underwritten Shelf Takedown all such Shelf Underwriting (x) the Shelf shares of Common Stock that are Registrable Securities of with respect to which the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a Company has received written request to Echo requests for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) therein within three (3) Business Days after the date that the Shelf Underwriting Takedown Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)delivered. If Each such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown ParticipantHolder’s request to participate in such an Underwritten Shelf Underwriting Takedown shall be binding on the Potential Takedown Participantsuch Holder; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such the Underwritten Shelf Underwriting Takedown being completed within ten (10) Business Days and/or of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant Holder of not less than ninety two percent (9290%) (or such lesser percentage specified by such Potential Takedown ParticipantParticipant in writing) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown ParticipantHolder’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo . (iii) The Company shall not be required obligated to facilitate a take any action to effect any Underwritten Shelf Underwriting until at least 90 Takedown if an Underwritten Shelf Takedown was consummated within the preceding forty five (45) days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant (unless otherwise consented to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(kCompany’s Board of Directors).

Shelf Takedowns. In connection with any shelf takedown that is demanded by the event that Echo files a shelf registration statement under Rule 415 Purchaser, the Company will: (a) cooperate with the Purchaser and the sole underwriter or managing underwriter of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted if any, to facilitate the timely preparation and delivery of certificates representing the Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations (consistent with the provisions of the governing documents thereof), and registered in such names as the Purchaser or the sole underwriter or managing underwriter of an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan offering of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, if any, may reasonably request at least five days prior to any sale of such Registrable Securities; (b) furnish to the Purchaser and the Shelf Underwriting Notice shall offer to each Holder the opportunity to include underwriter, if any, participating in the Shelf Underwriting that number relevant offering, without charge, as many copies of the applicable Prospectus, including each preliminary prospectus, and any amendment or supplement thereto and such other documents as the Purchaser or underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities, subject to the other provisions of this Agreement; the Company hereby consents to the use of the Prospectus, including each preliminary prospectus, by the Purchaser and each underwriter in connection with the offering and sale of the Registrable Securities covered by the Prospectus or the preliminary prospectus; (c) (i) use its commercially reasonable efforts to register or qualify the Registrable Securities being offered and sold under all applicable U.S. state securities or “blue sky” laws of such jurisdictions as each underwriter shall reasonably request; (ii) use its commercially reasonable efforts to keep each such Holder registration or qualification effective during the period such Registration Statement is required to be kept effective; and (iii) do any and all other acts and things which may request be reasonably necessary or advisable to enable each such underwriter, if any, and/or the Purchaser to consummate the disposition in writing in accordance with this Section 2.1(j). Echo shall include in each such Shelf Underwriting (x) the Shelf jurisdiction of such Registrable Securities of owned by the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration StatementPurchaser; provided, however, that Echo the Company shall not be required obligated to facilitate qualify as a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement foreign corporation or as a dealer in securities in any prior Shelf Underwriting effected jurisdiction in which it is not so qualified, to subject itself to taxation in any such jurisdiction, or to consent to be subject to general service of process (other than service of process in connection with such registration or qualification or any sale of Registrable Securities in connection therewith) in any such jurisdiction; (d) use its commercially reasonable efforts to cause all Registrable Securities being offered and sold pursuant to this Section 2.1(jAgreement to be qualified for inclusion in or listed on the Nasdaq Global Market or any securities exchange on which the Common Stock issued by the Company are then so qualified or listed if so requested by the Purchaser or if so requested by the underwriter or underwriters of an underwritten offering of Registrable Securities, if any; (e) cooperate and assist in any filings required to be made with the effective date Nasdaq Global Market or other securities exchange and, solely with regard to an underwritten shelf takedown, in the performance of any previous Demand Registration Statement reasonable due diligence investigation by the underwriters; (f) solely with regard to an underwritten shelf takedown, use its commercially reasonable efforts to facilitate the distribution and sale of any Registrable Securities to be offered pursuant to this Section 2.1Agreement, including without limitation by making road show presentations, holding meetings with and making calls to potential investors and taking such other actions as shall be reasonably requested by the Purchaser or the lead managing underwriter; (g) solely with regard to an underwritten shelf takedown, enter into underwriting agreements in customary form (including provisions with respect to indemnification and contribution in customary form) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities and in connection therewith: 1. Notwithstanding anything make such representations and warranties to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in Purchaser and the aggregate (based on the shares of Common Stock included underwriters in such Shelf Underwriting form, substance and scope as are customarily made by all Holders participating issuers to underwriters in such Shelf Underwriting)similar underwritten offerings; 2. obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, shares of Common Stock having an aggregate market value of at least $100 million (determined as of scope and substance) shall be reasonably satisfactory to the date lead managing underwriter) addressed to the Shelf Underwriting Request is made)underwriters and, unless if reasonably obtainable, the Shelf Underwriting is of Purchaser covering the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k).matters customarily covered in opinions delivered in similar underwritten offerings; and

Shelf Takedowns. In the event that Echo the Company files a shelf registration statement under Rule 415 of the Securities Act Shelf Registration Statement pursuant to a Holder Demand Section 2(a) and such registration statement becomes effective (such registration statementeffective, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement the Electing Shareholders shall have the right at any time or from time to time to elect to sell their Registrable Securities in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering, including a “block trade” conducted as an underwritten offering, offering of Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”) or ). The Electing Shareholders (or, in any other manner contemplated by the “Plan case of Distribution” in such registration statement. Any Holder making a Holder Demand may the Minority Shareholders, the Minority Shareholder Representative), shall make such election with respect to an underwritten offering by delivering to Echo the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo the Company specifying the number of Shelf Registrable Securities that such Holder desires the Electing Shareholder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $5 million of Registrable Securities. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (orRequest, in the case of a “block trade,” such shorter period as is reasonably practicable), Echo Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j)other Shareholders. Echo The Company shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders Shareholder(s) making the such Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder Shareholder of Shelf Registrable Securities which shall have made a written request to Echo the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”Shareholder) within three five (35) Business Days days after the receipt of the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day)Notice. If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo The Company shall, as expeditiously as possible, possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) use its commercially reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Shareholder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Shareholder only needs to notify the Company of the block trade Shelf Underwriting three Business Days prior to commencement and the Company shall notify other Shareholders on the same day and other Shareholders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use commercially reasonable efforts to facilitate such Shelf Underwriting, provided that the Shareholder requesting such underwritten block trade shall commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Shareholder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Shareholder of Registrable Securities registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders Minority Shareholders of Registrable Securities may request, and Echo the Company shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in . In connection with any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by Company shall follow the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to procedures set forth in Section 2.1(k8(b).

Shelf Takedowns. In the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder a) Any Stockholder of Registrable Securities registered included on such a Shelf Registration Statement shall have the right at any time or from time to time to elect to sell Registrable Securities require that the Corporation cooperate in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement shelf takedown (“Shelf Registrable SecuritiesTakedown”) or in at any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election time, including an Underwritten Offering, by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering thereof to Echo the Corporation specifying the number of shares of Registrable Securities (which may include a range or be specified in an aggregate dollar amount rather than an aggregate number of shares) such Stockholder wishes to include in the Shelf Takedown and the intended method of disposition, to the extent then known (each, a “Takedown Notice”). The Corporation shall (i) within one (1) Business Day of the receipt of a Takedown Notice for an Underwritten Offering, give written notice of such Takedown Notice to all Stockholders of Registrable Securities included on such Shelf Registration Statement (“Corporation Takedown Notice”), and (ii) take all actions reasonably requested by such Stockholder, including the filing of a supplement or amendment to the Shelf Registration Statement or related prospectus and any actions described in Article IV or as may otherwise be necessary in order to enable such Registrable Securities to be distributed pursuant to such Shelf Takedown, in accordance with the intended method of distribution set forth in the Takedown Notice, as soon as reasonably practicable. If the Shelf Takedown is an Underwritten Offering, the Corporation shall use its commercially reasonable efforts to include in such Underwritten Offering all Registrable Securities that such Holder desires that the Stockholders request to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than be included within two (2) Business Days after following their receipt of a the Corporation Takedown Notice. If the Shelf Underwriting Request (orTakedown is an Underwritten Offering, the Registrable Securities requested to be included in the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request Takedown must be either (i) taking into account all of the Stockholders electing to participate, equal to or greater than the Registrable Amount or (ii) represent all Holders of Shelf the remaining Registrable SecuritiesSecurities owned by the requesting Stockholder and its Affiliates. Notwithstanding anything else to the contrary in this Agreement, the requirement to deliver a Corporation Takedown Notice and the Shelf Underwriting Notice piggyback rights described in this Section 2.3 shall offer each Holder not apply to an Underwritten Offering that constitutes a Block Trade. A Stockholder may change the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended proposed to be disposed of by offered in any such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” Underwritten Offering at any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately time prior to the pricing of such Potential Takedown Participant’s election to participate. Echo shall, offering so long as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, change would not materially adversely affect the Holders timing or success of such Underwritten Offering and such revised number of Registrable Securities may requestin the aggregate, and Echo taking into account all of the Stockholders electing to participate, continues to equal or exceed the Registrable Amount. (b) In no event shall the Corporation be required to facilitateeffect, pursuant to this Section 2.3, during any 90-day period, more than (A) two Block Trades or (B) more than one Underwritten Offering that is not a Block Trade pursuant to a Takedown Notice. (c) Each Stockholder shall be entitled to an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Takedowns.

Shelf Takedowns. (a) Each of the Company and the Shareholder agree that, in the event that the Company or the Shareholder intends to effect an underwritten offering of the Common Stock or Convertible Preferred Stock registered on a shelf registration statement pursuant to Rule 415 under the Securities Act (a “Shelf Takedown”), then it shall give the other party at least five (5), but not more than thirty (30) Business Days written notice prior to filing the prospectus supplement with respect to such Shelf Takedown (a “Lock-up Notice”). In the event that Echo files the Company receives a shelf registration statement under Rule 415 Lock-up Notice from the Shareholder, the Company may, within five (5) Business Days of receipt of a Lock-up Notice, give the Shareholder written notice (a “Pre-emptive Notice”) that the Company will use commercially reasonable efforts to promptly effect a Shelf Takedown. The Company shall have thirty (30) Business Days from the date of the Securities Act Pre-emptive Notice in which to effect a Shelf Takedown (the “Standoff Period”). If the Company does not effect a Shelf Takedown within the Standoff Period, the Shareholder may effect a Shelf Takedown within fifteen (15) Business Days thereafter. If (A) the Company delivers a Lock-up Notice or the Company delivers a Pre-emptive Notice, in each case to the Shareholder, and effects a Shelf Takedown within the time period specified in that notice, or (B) the Shareholder delivers a Lock-up Notice and the Shareholder effects a Shelf Takedown as specified in the Lock-up Notice, then, the Shareholder, in the event of the circumstances described in clause (A), shall not, during the period beginning on the date of the Lock-up Notice or Pre-emptive Notice, as the case may be, and ending up to ninety (90) days after the date of the prospectus supplement with respect to the Shelf Takedown, or such shorter period as may be agreed to by the parties or the Company, in the event of the circumstances described in clause (B), shall not, during the period beginning on the date of the Lock-up Notice and ending up to ninety (90) days after the date of the prospectus supplement with respect to the Shelf Takedown, or such shorter period as may be agreed to by the parties, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable for Common Stock or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date of the prospectus supplement or otherwise pursuant to the Company’s then existing employee or director benefit plans, (B) the granting of any rights to acquire shares of Common Stock pursuant to the Company’s then existing employee benefit plans, (C) the filing and effectiveness of the Shelf Registration Statement or (D) sales of Piggy-Back Shares by the Shareholder pursuant to the exercise of rights granted by Section 4.1(a). The Company may not deliver more than one (1) Pre-emptive Notice in any 12-month period. (b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a Holder Demand reasonable period of time, not to exceed ninety (90) days in the case of clauses (i) and such registration becomes effective (such registration statementii) below, or thirty (30) days in the case of clause (iii) below (each, a “Shelf Registration StatementBlackout Period”), any Holder of Registrable Securities registered on Shelf Takedown proposed by the Shareholder if the Company shall determine that any such Shelf Registration Statement Takedown would (i) in the good faith judgment of the Board of Directors of the Company, unreasonably impede, delay or otherwise interfere with any pending or contemplated financing (other than a Shelf Takedown), acquisition, corporate reorganization or other similar transaction involving the Company, (ii) based upon advice from the Company’s investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company (other than Common Stock pursuant to a Shelf Takedown) or (iii) in good faith judgment of the Board of Directors of the Company require disclosure of material non-public information (other than information relating to an event described in clause (i) or (ii) of this subsection (b)) which, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; provided, however, that in the case of a Blackout Period pursuant to clause (i) or (ii) above, the Blackout Period shall have earlier terminate upon the completion or abandonment of the relevant securities offering or sale, financing, acquisition, corporate reorganization or other similar transaction; and provided, further, that in the case of a Blackout Period pursuant to clause (iii) above, the Company shall give written notice of its determination to postpone or delay any Shelf Takedown and the Blackout Period shall earlier terminate upon public disclosure by the Company or public admission by the Company of such material non-public information or such time as such material non-public information shall be publicly disclosed without breach of the last sentence of this subsection (b); and provided, further, that in the case of a Blackout Period pursuant to clause (i), (ii) or (iii) above, the Company shall furnish to the Shareholder a certificate of an executive officer of the Company to the effect that an event permitting a Blackout Period has occurred. Notwithstanding anything herein to the contrary, the Company shall not exercise pursuant to clause (i) or (ii) of the preceding sentence the right at any time to postpone or from time to time to elect to sell Registrable Securities in an underwritten offering, including delay a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or Takedown more than twice in any other manner contemplated twelve (12) month period. Upon notice by the “Plan Company to the Shareholder of Distribution” in any such registration statement. Any Holder making a Holder Demand may make determination, the Shareholder covenants that it shall keep the fact of any such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicablenotice strictly confidential, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (orand, in the case of a “block trade,” Blackout Period pursuant to clause (iii) above or Section 4.2(c) below, promptly halt any offer, sale, trading or transfer by it or any of its Affiliates of any Common Stock for the duration of the Blackout Period set forth in such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of or until such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice Blackout Period shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request be earlier terminated in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (xby the Company) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities promptly halt any use, publication, dissemination or distribution of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) Business Days after the Shelf Underwriting Notice has been delivered (or, in the case of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings prospectus supplement with respect to such Shelf Registration Statement; providedTakedown, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after and any amendment or supplement thereto by it and any of its Affiliates for the later duration of the date Blackout Period set forth in such notice (or until such Blackout Period shall be earlier terminated in writing by the Company) and, if so directed by the Company, will deliver to the Company any copies then in such Shareholder’s possession of the underwriting agreement such prospectus supplement. (c) Anything in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything Agreement to the contrary notwithstanding, in case the Shareholder has initiated, but not priced, a Shelf Takedown, if a transaction of the type specified in Section 4.2(b)(i) has not resulted from actions taken by the Company, the Company may cause such Shelf Takedown to be postponed for a reasonable period of time, not to exceed the Blackout Period applicable to Section 4.2(b)(i). (d) The Shareholder may not effect more than two (2) Shelf Takedowns in any twelve (12) month period and may not commence a Shelf Takedown at any time after the Company has delivered notice of the redemption of the Convertible Preferred Stock to the Shareholder other than a Shelf Takedown that was initiated prior to delivery of such notice of redemption and delayed as a result of subsection (a),(b), or (c) of this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)4.2.

Shelf Takedowns. In At any time when the event that Echo files Resale Shelf Registration or a shelf registration statement under Rule 415 Shelf Registration is effective and its use has not been otherwise suspended by the Company in accordance with the terms of the Securities Act pursuant to Section 2(c) or Section 2(d) above, upon a Holder Demand and such registration becomes effective written demand (such registration statement, a “Takedown Demand”) by any Whitney Sponsor or Bain Sponsor that is a Shelf Registration StatementParticipant holding Registrable Securities at such time (the “Initiating Sponsor”), any Holder the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities registered on off of such Resale Shelf Registration Statement or Shelf Registration and the Company shall have pay all Registration Expenses in connection therewith; provided that the right at Company will provide (x) in connection with any time non-marketed underwritten takedown offering (other than a Block Trade) or from time to time to elect to sell Registrable Securities in an non-underwritten takedown offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each Whitney Sponsor and Bain Sponsor (other than the Initiating Sponsor) and Executives that are a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade, notice of such Takedown Demand to each Whitney Sponsor and Bain Sponsor (other than the Initiating Sponsor) and Executives that are a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Sponsor) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering or non-underwritten takedown offering and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company, which notice must be received by the Company no later than (A) in the case of a “block trade,” non-marketed underwritten takedown offering (other than a Block Trade) or a non-underwritten takedown offering, the Business Day following the date notice is given to such shorter period as is reasonably practicable)participant, Echo shall give written notice (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number case of Registrable Securities as each a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request participant and (yC) in the Shelf Registrable Securities case of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such personsmarketed underwritten takedown offering, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Sponsor and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding offering (x) in connection with any non-underwritten takedown offering, on a pro rata basis based on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders amount of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to owned by all such Shelf Registration Statement; provided, however, that Echo shall not be required Participants requesting to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included include Registrable Securities in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined non-underwritten takedown offering as of the date the Shelf Underwriting Request is made), unless Company provided notice of the Takedown Demand to the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates Participants pursuant to this Section 2(e) and (By) each Shelf Underwriting is in connection with any underwritten takedown offering, subject to Section 2.1(k)2(f) below. Each holder of Registrable Securities that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.

Shelf Takedowns. In (a) At any time that a Shelf Registration Statement is effective, any Securityholder may request to sell all or any portion of its Registrable Securities included in the event that Echo files Shelf Registration in a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective Public Offering (such registration statementeach, a “Shelf Registration StatementTakedown”), any Holder of Registrable Securities registered on such . Such request for a Shelf Registration Statement Takedown shall have be made by giving written notice to the right at any time or from time to time to elect to sell Registrable Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request Company (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying the number of Shelf Registrable Securities that such Holder desires to sell pursuant to such underwritten offering (the “Shelf UnderwritingTakedown Notice”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request (or, in which shall specify the case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities proposed to be sold in the Shelf Takedown as each such Holder may request well as whether the Registrable Securities are proposed to be sold in writing in accordance with this Section 2.1(ja Block Sale (if so requested, a “Securityholder Block Sale”). Echo Except in connection with a Securityholder Block Sale, upon receipt of any Shelf Takedown Notice, the Company shall include promptly (but in no event later than five (5) days following receipt thereof) give written notice to all Securityholders of receipt of such Shelf Takedown Notice (a “Company Shelf Takedown Notice”) and shall include, subject to the provisions of Section 6, in such Shelf Underwriting (x) the Shelf Takedown all Registrable Securities of with respect to which the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a Company has received written request to Echo requests for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) therein within three (3) Business Days after sending the Company Shelf Takedown Notice. (b) The Company shall commence the Public Offering and prepare and file with the Commission, as soon as practicable after the date on which it received the Shelf Underwriting Notice has been delivered Takedown Notice, any amendments or supplements (oreach, a “Shelf Supplement”) to the applicable Shelf Registration Statement to enable the Registrable Securities included in the case of a “block trade,” one (1) Business Day). If Shelf Takedown to be offered and sold and, if such Shelf Underwriting Supplement is being conducted as a “block trade,” any Potential Takedown Participant’s request an amendment to participate in such Shelf Underwriting Registration Statement, shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate cause such Shelf Underwriting. Once Supplement to be declared effective by the Commission as soon as practicable. (c) The initial requesting Securityholders that beneficially own a Shelf Registration Statement has been declared effective, majority of the Holders of Registrable Securities may requestinitially requested to be included in the Shelf Takedown shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such Public Offering. Notwithstanding the foregoing, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected investment banking firm selected pursuant to this Section 2.1(j4(c) will be subject to the reasonable approval of the Company. (d) Notwithstanding any of the foregoing provisions of this Section 4, the Company shall not be obligated to effect an underwritten Shelf Takedown or Securityholder Block Sale within thirty-five (35) days after the pricing of a previous Securityholder Block Sale or within sixty (60) days after the pricing of a previous underwritten Shelf Takedown or Demand Registration and the effective date of any previous Demand Registration Statement pursuant Registrable Securities requested to this Section 2.1. Notwithstanding anything to be sold by the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included Securityholders in such underwritten Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having Takedown or Securityholder Block Sale shall have an anticipated aggregate market value gross offering price (before deducting underwriting discounts and commission) of at least $100 10 million or $7 million, respectively, and provided, further, that the Company shall not be obligated to effect more than three (determined as of 3) Demand Registrations and underwritten Shelf Takedowns, taken together, in any 12-month period in the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)aggregate for all requesting Securityholders.

Shelf Takedowns. In At any time when the event that Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Resale Shelf Registration Statement”), any Holder Statement for the sale or distribution by holders of Registrable Securities registered on such Shelf Registration Statement shall have the right at any time a delayed or from time continuous basis pursuant to time to elect to sell Registrable Securities in Rule 415, including by way of an underwritten offering, including block sale or other distribution plan (each, a “block trade” conducted as an underwritten offeringResale Shelf Registration”), pursuant to such registration statement (“Shelf Registrable Securities”is effective and its use has not been otherwise suspended by Pubco in accordance with the terms of Section 2(c) or in any other manner contemplated by the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for such underwritten offering to Echo specifying the number of by any Investor that is a Shelf Participant holding Registrable Securities that at such Holder desires to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”). As promptly , Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “take down offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that, subject to the MNPI Provisions (as practicabledefined below), but no later Pubco will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant, (ory) in connection with any Block Trade initiated prior to the three (3) year anniversary of the consummation of the Mergers (as defined in the Existing Registration Rights Agreement), notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Participant. In connection with (x) any non-marketed underwritten takedown offering initiated prior to the three (3) year anniversary of the consummation of the Mergers and (y) any marketed underwritten takedown offering, if any Shelf Participants entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a “block trade,” such shorter period as is reasonably practicablenon-marketed underwritten takedown offering (other than a Block Trade), Echo shall give written the Business Day following the date notice is given to such participant, (the “Shelf Underwriting Notice”B) of such Shelf Underwriting Request to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number case of Registrable Securities as each a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request participant and (yC) in the Shelf Registrable Securities case of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such personsmarketed underwritten takedown offering, “Potential Takedown Participants”) within three (3) Business Days after following the date notice is given to such participant), the Initiating Holder and the other Shelf Underwriting Notice has been delivered (or, in the case Participants that request inclusion of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request their Registrable Securities shall be entitled to participate sell their Registrable Securities in such Shelf Underwriting shall be binding on offering. Subject to the Potential Takedown Participant; provided that MNPI Provisions, each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders holder of Registrable Securities may request, that is a Shelf Participant agrees that such holder shall treat as confidential the receipt of the notice of a Takedown Demand and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required disclose or use the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate the public generally, other than as a Shelf Underwriting until at least 90 days after result of disclosure by the later holder in breach of the date terms of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)Agreement.

Shelf Takedowns. In (a) So long as the event that Echo files a shelf registration statement under Rule 415 Registration Statement is effective, Eldorado may offer and sell some or all of the Securities Act pursuant Common Stock through Underwriters or Agents ("Underwritten Takedowns") or directly to a Holder Demand investors ("Direct Takedowns", and such registration becomes effective (such registration statementtogether with Underwritten Takedowns, a “"Shelf Takedowns"), as more fully described in the Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement . Level 3 shall have the right to select the managing Underwriters or Agents and any additional investment bankers, managers, dealers, brokers or agents to be used in connection with any Underwritten Takedown, subject to the Company's approval, which approval shall not be unreasonably withheld, conditioned or delayed. (b) Level 3 shall provide verbal notice to the Company immediately prior to a proposed Direct Takedown and shall provide written notice to the Company 5 Business Days prior to a proposed Underwritten Takedown. Such written notice shall state that Level 3, to the best knowledge of one of its authorized officers, is not, and will not be at the time of the sale, in possession of any time or from time to time to elect to sell Registrable Securities in an underwritten offeringmaterial, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner contemplated by non-public information regarding the “Plan of Distribution” in such registration statement. Any Holder making a Holder Demand may make such election by delivering to Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to Echo specifying Company and shall specify the number of Shelf Registrable Securities that shares of Common Stock to be offered and the intended method of disposition of such Holder desires shares. (c) At the request of any Underwriter or Agent (as the case may be) in connection with any Underwritten Takedown, Level 3 and Eldorado will complete and execute all customary and normal questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting or placement agreements and this Agreement. (d) The Company will use all commercially reasonable efforts to sell pursuant qualify the shares to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of be offered in a Shelf Underwriting Request (or, Takedown under such securities or blue sky laws of such jurisdictions in the United States as Level 3 shall reasonably request; provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process in any such jurisdiction. (e) At the request of any Underwriter or Agent (as the case may be) in connection with any Underwritten Takedown, the Company will enter into customary agreements (including an underwriting or placement agreement in customary form) and take such other actions as are required in order to expedite or facilitate such Underwritten Takedown, including furnishing (i) an opinion of counsel addressed to the Underwriters or Agents (as the case may be) covering such customary matters as the managing Underwriter or Agent (as the case may be) may reasonably request and (ii) a “block trade,” comfort letter or comfort letters from the Company's independent public accountants covering such shorter period customary matters as the managing Underwriter or Agent (as the case may be) may reasonably request. In connection with any Direct Takedown, the Company will enter into customary agreements and take such other actions as are reasonably required in order to expedite or facilitate the Direct Takedown. (f) An Underwritten Takedown will not count as an Underwritten Takedown for the purposes of Section 4.02 hereof unless the distribution contemplated thereby is reasonably practicableactually consummated. Should the distribution contemplated by an Underwritten Takedown not be consummated due to the failure of Level 3 or Eldorado to perform its obligations under this Agreement or the inability of Level 3 or Eldorado to reach agreement with the Underwriters or Agents (as the case may be) for the proposed sale on the price or other customary terms for such transaction, or in the event that Level 3 or Eldorado withdraws or does not pursue the Underwritten Takedown (in each of the foregoing cases, provided that at such time the Company is in compliance in all material respects with its obligations under this Agreement), Echo then such Underwritten Takedown shall give not be deemed to have been effected for the purposes of Section 4.02 hereof but Level 3 shall pay those expenses incurred by the Company in connection therewith as set forth in Section 4.02 hereof. (g) (i) The Company will have the right to preempt, subject to Sections 4.01(g)(ii) and (iii) hereof, any Underwritten Takedown with a primary registration (a "Proposed Offering") by delivering written notice (the “Shelf Underwriting "Proposed Offering Notice”") of such Shelf Underwriting Request intention to all Holders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). Echo shall include in such Shelf Underwriting Level 3 (x) the Shelf Registrable Securities of the Holders making the Shelf Underwriting Request and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within three (3) 5 Business Days after the Shelf Underwriting Notice Company has been delivered (orreceived from Level 3 a request for such a takedown) indicating that the Company has identified a specific business need and use for the proceeds of the sale of such securities, in the case required time frame for such need directly interferes with the proposed Underwritten Takedown and the Company shall use all commercially reasonable efforts to consummate the sale of a “block trade,” one (1) Business Day). If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) securities pursuant to such Potential primary registration within 90 days of such notice. Upon the Company's preemption of an Underwritten Takedown, such takedown shall not count as an Underwritten Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares purposes of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Securities may request, and Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.1(k)4.