Common use of Demand Clause in Contracts

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

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

Demand. i. Subject to the provisions of this Agreement and Section 2.1(g)(iv), in the LLC Agreement, at any time and from time event the Registration Statement filed pursuant to time during an Exercise Window, one Section 2.1(a) is either not effective or more Holders shall have the right to require Echo is otherwise not available to effect the registration under Investor’s intended method of distribution, the Securities Act of all or part Investors holding at least twenty-five percent (25%) of the then outstanding number of Registrable Securities held by such (the “Demanding Holders”) may make a written demand for registration of at least fifteen percent (15%) of the then outstanding number of Registrable Securities, including by means which written demand shall describe the amount and type of a shelf registration statement pursuant securities to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use be included in such registration and the intended method(s) of distribution thereof (any such demanded registration that is not an IPO Demandwritten demand, a “Demand Registration”). The Company shall, by delivering within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Investors of such demand, and each Investor who thereafter wishes to include all or a written request therefor to Echo that specifies the number portion of such Investor’s Registrable Securities held by in a registration pursuant to a Demand Registration (each such Holders to be registered and the intended method Investor that includes all or a portion of distribution thereof (such a requestInvestor’s Registrable Securities in such registration, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise NoticeRequesting Holder”) of shall so notify the Holder Demand to the Company and all other Holders. Such Holders shall have the optionCompany, in writing, within five (5) Business Days days after the receipt by the Investor of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder to the Company, such Requesting Holder shall be entitled to have their Registrable Securities included in a registration pursuant to a Demand Registration and the Company shall, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Exercise NoticeRegistration, file a Registration Statement for the registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to requestsuch Demand Registration and use its reasonable efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) registrations pursuant to a Demand Registration under this Section 2.1(g)(i) with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such registration have been sold. ii. Notwithstanding the provisions of Section 2.1(g)(i), a registration pursuant to a Demand Registration shall not count as a registration unless and until (i) the Registration Statement filed with the SEC with respect to a registration pursuant to a Demand Registration has been declared effective by the SEC and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the SEC, federal or state court or any other governmental agency, the Registration Statement with respect to such registration shall be deemed not to have been declared effective unless and until (x) such stop order or injunction is removed, rescinded, or otherwise terminated, and (y) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such registration and accordingly notify the Company in writing; provided, further, that Echo the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a registration pursuant to a Demand Registration becomes effective or is subsequently terminated. iii. Subject to the provisions of Section 2.1(g)(iv), if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an underwritten offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such registration shall be conditioned upon such Investor’s participation in such underwritten offering and the inclusion of such Investor’s Registrable Securities in such underwritten offering to the extent provided herein. All such Investors proposing to distribute their Registrable Securities through an underwritten offering under this Section 2.1(g)(iii) or through an underwritten offering under the Registration Statement to be filed pursuant to Section 2.1(a) shall enter into an underwriting agreement in customary form with the underwriter selected for such underwritten offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration. iv. If an underwritten offering is initiated pursuant to Section 2(g)(iii) or under the Registration Statement to be filed under Section 2.1(a), and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such offering would adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration any Registrable Securities held by such Holder registration: (which request shall specify i) first, the maximum number of Registrable Securities intended requested to be disposed included therein by the Demanding Holders and the Requesting Holders, allocated pro rata among such holders or in such manner as they may otherwise agree; (ii), second, the number of shares of Common Stock requested to be included therein by holders of Common Stock (other than holders of Registrable Securities) pursuant to (A) the G▇▇▇▇ Registration Rights Agreement (as defined below), (B) the Sponsor Registration Rights Agreement (as defined below), and (C) those certain contractual registration rights granted to the holders of Common Stock issued upon conversion of previously outstanding purchase options in connection with the Parent’s initial public offering (such Holderregistration rights, the “Option Registration Rights”). If Echo is a WKSI on , allocated among such holders described in clauses (A), (B), and (C) above pro rata or in such manner as they may agree; and (iii) third, the date number of the Holder Demand, then the Holder Demand may request registration shares of an unspecified amount Common Stock requested to be included therein by other holders of Common Stock (other than holders of Registrable Securities or holders described in clause (ii) above), including pursuant to be sold by the unspecified Holders. If Echo is not a WKSI on the date written contractual registration rights, allocated among such holders pro rata or in such manner as they may agree. v. A majority-in-interest of the Holder Demand, then Demanding Holders initiating a Demand Registration or a majority-in-interest of the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide Requesting Holders (if any) pursuant to a Holder registration under Section 2.1(g)(i) shall have the information necessary right to determine Echo’s status as withdraw from a WKSI registration pursuant to such Demand Registration for any or no reason whatsoever upon request. To written notification to the extent Echo is a WKSI at Company and the time any Holder Demand is made underwriter (if any) of their intention to Echo, and withdraw from such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under prior to the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end effectiveness of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) Statement filed with the SEC for with respect to the registration of the their Registrable Securities which Echo has been requested by Holders to register pursuant to this Section 2.1 and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any HolderRegistration.

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

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at At any time and from time to time during an Exercise Windowfollowing the expiration of the one-hundred eighty (180) day lock-up period following the IPO, one or more Holders shall have any Demand Rights Shareholder may make a written request (the right party making such a request, the “Registration Demanding Shareholder”) to require Echo to effect the Company for the registration with the Commission under the Securities Act of all or part of the such Shareholder’s Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration Shares (any such demanded registration that is not an IPO Demand, a “Demand RegistrationRegistration Demand”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number and type of security of Registrable Securities intended Shares to be disposed of by such Holder)Shareholder, their aggregate amount and the intended method or methods of distribution therefor. If Echo is Upon the receipt of a WKSI on the date of the Holder Registration Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall Company will use its commercially reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement under the Securities Act at the earliest practicable date, but in any event not later than sixty (60) days after the “Registration Demand Registration Statement”) is made, and use its commercially reasonable efforts to have such registration statement thereafter become effective with the SEC Commission at the earliest practicable date; provided that, (i) the Company shall not be required to effect more than two (2) Registration Demands for underwritten Public Offerings pursuant to this Section 2.1(a) during any twelve (12) month period; (ii) the Company shall not be required to effect any registration of the Registrable Securities which Echo has been requested for an underwritten Public Offering by Holders to register a Registration Demanding Shareholder pursuant to this Section 2.1 and until a period of ninety (90) days shall have elapsed from the effective date of a registration statement filed in response to use its reasonable best efforts a Registration Demand pursuant to cause this Section 2.1(a), a Takedown Prospectus Supplement under Section 2.1(g) or a registration statement for an underwritten Public Offering of which notice has been given to the Demand Registration Statement Shareholders pursuant to Section 2.2; (iii) any Shareholder the Registrable Shares of which were to be promptly (and included in any case within 60 days after filing such Demand Registration Statementregistration pursuant to this Section 2.1(a) declared effective under may withdraw such request by written notice to the Securities Act. Echo shall use its reasonable best efforts Company; provided that if, following such withdrawal, the remaining Registrable Shares of Shareholders, if any, that have not been withdrawn are reasonably expected to effect represent at least that percentage of the registration of Registrable Securities for distribution in accordance with the intended method of distribution Ordinary Shares then outstanding set forth in clause (iv) below, the Company shall not be required to effect such registration; (iv) the Company shall not be required to effect any registration to be effected pursuant to this Section 2.1(a) unless the Registrable Shares proposed to be sold in such registration are reasonably expected to represent at least five percent (5%) of the Ordinary Shares then outstanding; and (v) if at the time a written request delivered by demand for registration is made under this Section 2.1(a), there is a Form F-3, or any successor or similar form thereto, on file pursuant to which the Majority Participating Holders orRegistration Demanding Shareholder shall be entitled to dispose of all its Registrable Shares that it has requested to register, in then the case of Company’s obligation to file a Shelf Registration Statement, any Holderregistration statement under this Section 2.1 shall be deemed satisfied.

Demand. Subject In the event that by the fifth (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon the provisions written request (the "Demand") of this Agreement and the LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have holders of a majority of Registrable Securities that the right to require Echo to Company effect the registration under the Securities Act of all or part of the Registrable Securities held by such HoldersSecurities, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders Company shall cause to be registered filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) reasonable cooperation of the Holder Demand to the Company and all other Holders. Such Holders shall have the optionJoint Stockholders, within five (5) Business Days 120 days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echoreceived from the Joint Stockholders, and such Holder Demand requests that Echo file an automatic shelf the registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo the Company has been so requested to register by the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by Holders holders of the securities of the Company other than the Joint Stockholders to register pursuant be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to this Section 2.1 the extent of the number and to use its reasonable best efforts to cause type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand Registration Statement and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be promptly registered which is obtained by dividing (and i) the number of the securities of the Company that such holder proposes to include in any case within 60 days after filing such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand Registration Statement) declared effective under registration may withdraw such Demand registration, subject to the Securities Act. Echo shall use its reasonable best efforts to effect the registration provisions of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any HolderSection 2.1.4 below.

Demand. Subject At any time (subject to the provisions of this Agreement and Section 4 in the LLC Agreementcase of an initial public offering) or from time to time, the Series B Holders holding a majority of the Series B Preferred Stock (including any Series B Preferred Stock of any Series B Holder that has been converted into Common Stock if such Common Stock is still Beneficially Owned by such Series B Holder or a Permitted Transferee), or, at any time and or from time to time during after an Exercise Windowinitial public offering, one the Series A Holders holding a majority of the Series A Preferred Stock (including any Series A Preferred Stock of any Series A Holder that has been converted into Common Stock if such Common Stock is still Beneficially Owned by such Series A Holder or more Holders shall have a Permitted Transferee), may require the right to require Echo Company to effect the registration under the Securities Act of all or part of the their Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”)Securities, by delivering a written request (a “Holder Demand”) therefor to Echo that specifies the Company specifying the number of shares of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”)thereof. As promptly as practicable, but no later than two (2) 10 Business Days after receipt of a Holder Demand, Echo the Company shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders Each non-Initiating Holder shall have the option, within five (5) 20 Business Days after the receipt of the Demand Exercise NoticeNotice (or within 15 Business Days if, at the request of the Initiating Holders, the Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) to request, in writing, that Echo the Company include in such registration any Registrable Securities held by such non-Initiating Holder (which request shall specify the maximum number of Registrable Securities intended desired to be disposed of by such non-Initiating Holder). If Echo is The Company shall as expeditiously as possible (but in any event within 80 Business Days of receipt of a WKSI on the date of the Holder Demand), then use its best efforts to effect the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration Act of the Registrable Securities which Echo the Company has been so requested by Holders to register pursuant by the Initiating Holders and by any other Holders in a written response to this Section 2.1 and to a Demand Exercise Notice. The Company shall (i) use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or(the “Intended Method of Distribution”), in which may include, at the case option of such Majority Participating Holders, a Shelf Registration Statementdistribution of Registrable Securities to, any Holderand resale of such Registrable Securities by, the partners of such Holder or Holders (a “Partner Distribution”), and (ii) if requested by the Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

Demand. Subject At any time (subject to the provisions of this Agreement and Section 3 of the LLC Stockholders Agreement) or from time to time, an NMP Holder (or a Permitted Assignee of an NMP Holder to the extent permitted by Section 4.10 hereof) holding Registrable Securities or, at any time from and from time to time during after an Exercise WindowInitial Public Offering, one or more Holders shall have a Ten Percent Holder holding Registrable Securities, may require the right to require Echo Company to effect the registration under the Securities Act of all or part of the their Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”)Securities, by delivering a written request (a “Holder Demand”) therefor to Echo that specifies the Company specifying the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”)thereof. As promptly as practicable, but no later than two ten (210) Business Days after receipt of a Holder Demand, Echo the Company shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders Each such other Holder shall have the option, within five ten (510) Business Days after the receipt of the Demand Exercise NoticeNotice (or five (5) Business Days if, at the request of the Initiating Holder, the Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) to request, in writing, that Echo the Company include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended desired to be disposed of by such Holder). If Echo is The Company shall as expeditiously as possible (but in any event within eighty (80) Business Days after receipt of a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of with respect to an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, Initial Public Offering and such Holder Demand requests that Echo file an automatic shelf registration statement within sixty (as defined in Rule 415 under the Securities Act60) (an “automatic shelf registration statement”Business Days otherwise) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 effect the registration under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration Act of the Registrable Securities which Echo the Company has been so requested by Holders to register pursuant to this Section 2.1 by the Initiating Holder and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly by any other Holders which have made such written request. The Company shall (and in any case within 60 days after filing such Demand Registration Statementi) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders orHolders, in which may include, at the case option of such Majority Participating Holders, a Shelf Registration Statementdistribution of Registrable Securities to, and resale of such Registrable Securities by, the equity holders of any HolderHolder or its equity holders (a “Partner Distribution”), and (ii) if requested by the Majority Participating Holders, obtain acceleration of the effective date of the registration statement relating to such registration.

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at At any time and from time to time during an Exercise Windowthe term of this Agreement, one or more Holders shall have Greenwich II may demand, in writing (a "Demand Registration Notice"), that the right to require Echo to Company effect the registration under the Securities Act of all or part of the such Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) one or more of the Holder Holders (and in the amounts specified by Greenwich II in the Demand Registration Notice) in the following manner: (i) only one demand may be made with respect to the Company Shares, (ii) only one demand may be made with respect to the Warrant Shares issuable upon exercise of the Initial Warrants and all (iii) only one demand may be made with respect to the Warrant Shares issuable upon exercise of the Additional Warrants. In other Holders. Such words, Holders shall have a total of three demands exercisable by Greenwich II which shall be exercised as provided in the optionforegoing clauses (i)-(iii); however, within any demand made under clauses (ii) and (iii) may include any Registrable Securities that might not have been covered by any previous "Demand Registration" (as hereinafter defined). The Company shall have no obligation to effect any Demand Registration unless the Demand Registration Notice covers Registrable Securities having a "Market Price" (as defined in the Warrants) of at least $500,000 in the aggregate. Greenwich II may, at any time up to five (5) Business Days after before the receipt filing date of the applicable Registration Statement relating to the Demand Exercise NoticeRegistration, to request, in writing, request that Echo include in such registration any Registrable Securities held of any Holder not be included therein by such Holder (providing a written notice to that effect to the Company, which request shall specify be final and irrevocable. If Greenwich II shall give such notice with respect to all of the maximum number of Registrable Securities intended included in the Demand Registration Notice, the Demand Registration Notice shall be deemed not to be disposed of by such Holder). If Echo is a WKSI on have been made or count towards any demand rights hereunder provided that Greenwich II (or Holders) shall reimburse the date Company for its out-of-pocket costs and expenses incurred in connection with the preparation and filing of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registration Statement and provided that Greenwich II has not exercised such withdrawal right with respect to all Registrable Securities included in the Demand Registration Notice with respect to be sold by any previously proposed Demand Registration. Upon receipt of a Demand Registration Notice, the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo Company shall use its reasonable best efforts to remain file a WKSI Registration Statement on Form S-1 or, if then available to the Company, Form S-2 or Form S-3 (and not become an ineligible issuer (as defined in Rule 415 or any successor forms), or any other available form under the Securities Act)) during , covering all Registrable Securities which the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement Company has been outstanding for at least three so requested to register (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall"Demand Registration"), as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo has been requested by Holders to register pursuant to this Section 2.1 and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and but in any case within 60 event no later than: (i) sixty days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration StatementStatement on Form S-1 or a Registration Statement on Form S-2 or S-3 which will be an Underwritten Offering, any Holderor (ii) forty-five (45) days in the case of a Registration Statement on Form S-2 or S-3 which is not an Underwritten Offering.

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at At any time and or from time to time during an Exercise Windowbeginning six months from the date of issuance of the Series A Preferred Stock, one a Holder or more Holders shall have holding a majority of Registrable Securities then outstanding may require the right to require Echo Company to effect the registration under the Securities Act of all or part of the their respective Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”)Securities, by delivering a written request (a "Holder Demand") therefor to Echo that specifies the Company specifying the number of shares of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”)thereof. As promptly as practicable, but no later than two (2) Business Days 10 days after receipt of a Holder Demand, Echo the Company shall give written notice (the “"Demand Exercise Notice”") of the Holder Demand to the Company and all other HoldersHolders of Registrable Securities. Such Holders shall have the option, within five (5) Business Days 20 days after the receipt of the Demand Exercise NoticeNotice (or, 10 days if, at the request of the Initiating Holder, the Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), to request, in writing, that Echo the Company include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on The Company shall as expeditiously as possible use its best efforts to effect the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration Act of the Registrable Securities which Echo the Company has been so requested by Holders to register pursuant to this Section 2.1 by the Initiating Holder and to any other Holders which have made such written request. The Company shall (i) use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders, which may include, at the option of such Majority Participating Holders, a distribution to, and resale by, the partners of such Holder or Holders or(a "Partner Distribution"), in and (ii) if requested by the case Majority Participating Holders, obtain acceleration of a Shelf Registration Statement, any Holderthe effective date of the registration statement relating to such registration.

Demand. Subject If the Company has not previously filed a Shelf Registration Statement pursuant to Section 2.1, or if such Shelf Registration Statement has not been declared effective by the Commission, or, if such Shelf Registration Statement has been declared effective by the Commission, it does not remain effective in compliance with the provisions of this Agreement the Securities Act and the LLC Agreement, at laws of any U.S. state or other jurisdiction applicable to the disposition of Registrable Securities covered by such Shelf Registration Statement until such time and from time to time during an Exercise Window, one or more Holders as all of such Registrable Securities shall have been disposed of in accordance with such Shelf Registration Statement, Demand Holders may make a written request to the right to require Echo to effect Company for the registration with the Commission under the Securities Act of all or part of the such Demand Holders’ Registrable Securities held by such Holderson (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, including by means Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act if so requested and if Echo is then eligible to use such registration (or any such demanded registration that is not an IPO Demand, a “Demand Registration”successor rule), by delivering a written in each case which request therefor to Echo that specifies shall specify the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such HolderDemand Holders and the proposed plan of distribution therefor (a “Registration Demand”). If Echo is a WKSI on Upon the date receipt of the Holder any Registration Demand, then the Holder Company promptly shall notify each other Holder, if any, of such receipt (the “Demand may request registration of an unspecified amount of Registrable Securities to be sold by Notice”). Thereafter, the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand Company shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and file such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3Act in accordance with Section 2.6(a), Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required shall include: (i) the Registrable Securities that the Company has been so requested to be kept effective. Echo shallregister by the Demand Holders, as expeditiously as reasonably possibleand (ii) all other Registrable Securities which the Company has been requested to register by each other Holder by written request of such Holder given to the Company within 15 days after such Holder’s receipt of the Demand Notice, file a registration statement (all to the “Demand Registration Statement”) with extent necessary to permit the SEC for the registration disposition of the Registrable Securities which Echo has been requested by Holders so to register be registered; provided that: (A) the Company shall not be required to effect more than a total of three Long-Form Registrations pursuant to this Section 2.1 and 2.2(a); (B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to use its reasonable best efforts this Section 2.2(a), the Company shall not be required to cause effect a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the Demand Registration Statement date on which such previous registration statement became effective; (C) any Holder whose Registrable Securities were to be promptly (and included in any case within 60 days after filing such Demand Registration Statement) declared effective under registration pursuant to this Section 2.2(a), by written notice to the Securities Act. Echo Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall use its reasonable best efforts not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a); (D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities for distribution proposed to be sold in accordance with the intended method such registration have a reasonably anticipated aggregate offering price of distribution set forth in a written request delivered by the Majority Participating Holders orat least (i) $50 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration; (E) no Demand Holder is entitled to request a registration under Section 2.2(a) if all of its Registrable Securities are already registered on an effective Shelf Registration Statement, ; and (F) the Company shall not be required to effect any Holderregistration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(b).

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at At any time and from time to time following the IPO (provided that neither the Company nor any Stockholder shall be required to take any action hereunder, including the filing of a registration statement, during an Exercise Windowthe period when such action would cause the Company or any Stockholder to violate the Underwriting Agreement or any lock-up agreement delivered pursuant to the Underwriting Agreement), one or more Holders shall have any Stockholder may make a written request (the right party making such a request, the “Registration Demanding Stockholder”) to require Echo to effect the Company for the registration with the Commission under the Securities Act of all or part of the such Stockholder’s Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration Shares (any such demanded registration that is not an IPO Demand, a “Demand RegistrationRegistration Demand”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number and type of security of Registrable Securities intended Shares to be disposed of by such Holder)Stockholder, their aggregate amount and the intended method or methods of distribution therefor. If Echo is Upon the receipt of a WKSI on Registration Demand, the date Company will use its commercially reasonable efforts, subject to the requirements of the Holder DemandUnderwriting Agreement, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not file a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities ActAct at the earliest practicable date, but in any event not later than sixty (60) (an “automatic shelf registration statement”) on Form S-3days after the Registration Demand is made, Echo shall file an automatic shelf and use its commercially reasonable efforts to have such registration statement that covers those Registrable Securities which are requested to thereafter become effective with the Commission at the earliest practicable date; provided that, (i) the Company shall not be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least effect more than three (3) years, at Registration Demands for underwritten Public Offerings pursuant to this Section 2.1(a) during any twelve (12) month period; (ii) the end of the third year Echo Company shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is not be required to re-evaluate its WKSI status, Echo determines that it is not effect any registration for an underwritten Public Offering by a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo has been requested by Holders to register Demanding Stockholder pursuant to this Section 2.1 and until a period of ninety (90) days shall have elapsed from the effective date of a registration statement filed in response to use its reasonable best efforts a Registration Demand pursuant to cause this Section 2.1(a), a Takedown Prospectus Supplement under Section 2.1(g) or a registration statement for an underwritten Public Offering of which notice has been given to the Demand Registration Statement Stockholders pursuant to Section 2.2; (iii) if the Registrable Shares held by the Stockholder were to be promptly (and included in any case within 60 days after filing such Demand Registration Statement) declared effective under registration pursuant to this Section 2.1(a), such Stockholder may withdraw such request by written notice to the Securities Act. Echo shall use its reasonable best efforts Company; provided that if, following such withdrawal, the remaining Registrable Shares, if any, that have not been withdrawn are reasonably expected to effect represent at least that percentage of the registration of Registrable Securities for distribution in accordance with the intended method of distribution Common Stock then outstanding set forth in a written request delivered by clause (iv) below, the Majority Participating Holders or, Company shall not be required to effect such registration; (iv) except in the case of a demand for registration under this Section 2.1(a) by Cadence Bancorp, LLC in connection with an exchange offer in which Registrable Shares are to be registered on Form S-1 or Form S-4, the Company shall not be required to effect any registration to be effected pursuant to this Section 2.1(a) unless the Registrable Shares proposed to be sold in such registration are reasonably expected to represent at least five percent (5%) of the Common Stock then outstanding; and (v) except in the case of a demand for registration under this Section 2.1(a) by Cadence Bancorp, LLC in connection with an exchange offer in which Registrable Shares are to be registered on Form S-1 or Form S-4, if at the time a demand for registration is made under this Section 2.1(a) there is a Registration Statement on file pursuant to which the Registration Demanding Stockholder shall be entitled to dispose of all its Registrable Shares (including any Shelf Registration StatementStatement on Form S-3), any Holderthen the Company’s obligation to file a registration statement under this Section 2.1 shall be deemed satisfied.

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

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

Demand. Subject In the event that by the fifth (5th) ------ anniversary of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon the provisions written request (the "Demand") of this Agreement and the LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have holders of a majority of Registrable Securities that the right to require Echo to Company effect the registration under the Securities Act of all or part of the Registrable Securities held by such HoldersSecurities, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders Company shall cause to be registered filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) reasonable cooperation of the Holder Demand to the Company and all other Holders. Such Holders shall have the optionJoint Stockholders, within five (5) Business Days 120 days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echoreceived from the Joint Stockholders, and such Holder Demand requests that Echo file an automatic shelf the registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo the Company has been so requested to register by the Joint Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Joint Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by Holders holders of the securities of the Company other than the Joint Stockholders to register pursuant be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to this Section 2.1 the extent of the number and to use its reasonable best efforts to cause type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Joint Stockholders in the Demand Registration Statement and second, for each holder of the Company's securities other than the Joint Stockholders, the fraction of each holder's securities proposed to be promptly registered which is obtained by dividing (and i) the number of the securities of the Company that such holder proposes to include in any case within 60 days after filing such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Joint Stockholders. Prior to such registration being declared effective, the Joint Stockholders holding a majority of the Registrable Securities requesting such Demand Registration Statement) declared effective under registration may withdraw such Demand registration, subject to the Securities Act. Echo shall use its reasonable best efforts to effect the registration provisions of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any HolderSection 2.1.4 below.

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at At any time and from time to time during an Exercise Windowfollowing the Incorporation, one or more Holders shall have each Holder holding Registrable Securities may require the right to require Echo Company to effect the registration under the Securities Act of all or part of the its Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request (a “Holder Demand”) therefor to Echo that specifies the Company specifying the number of Registrable Securities held by such Holders to be registered (which, for the sake of clarity, may be all Registrable Securities held or that may be held by the Holder) and the intended method of distribution thereof (which, if not set forth in such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the be as set forth in Section 2.1(c)); provided that, each Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, right to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the deliver only one Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not it being understood that a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to not count as a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo has been requested by Holders to register pursuant to this Section 2.1 shall not be deemed a Demand Registration and the Company shall not be deemed to use have satisfied its reasonable best efforts to cause obligations hereunder (i) unless (x) the Holder Demand results in the relevant Demand Registration Statement being declared effective by the SEC, (y) the Demand Registration Statement remains effective until all Registrable Securities held by the Initiating Holder cease to be promptly Registrable Securities or such longer period as required by Section 2.1(e), and (and z) the Company has complied with all of its obligations under this section, or (ii) if after the Demand Registration Statement has become effective, (x) such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental authority or court, (y) the Demand Registration Statement is withdrawn for any reason other than upon the request of the Initiating Holder (in any which case within 60 days after filing it shall not be deemed a Demand Registration if the Initiating Holder pays the Registration Expenses incurred by the Company in connection with such Demand Registration). For the sake of clarity, it is understood that any Holder may submit a Holder Demand at any time following the Incorporation and, in such case, the Company is obligated, subject to the terms and conditions hereof, to file and maintain the effectiveness of the relevant Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Statement until all Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered held by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any HolderInitiating Holding cease to be Registrable Securities or for such longer period as required by Section 2.1(e).

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

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at At any time and or from time to time during an Exercise Windowtime, one a Holder or more Holders shall have holding a majority of Registrable Securities then outstanding may require the right to require Echo Company to effect the registration under the Securities Act of all or part of the their respective Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”)Securities, by delivering a written request (a “Holder Demand”) therefor to Echo that specifies the Company specifying the number of shares of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”)thereof. As promptly as practicable, but no later than two (2) Business Days 10 days after receipt of a Holder Demand, Echo the Company shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other HoldersHolders of Registrable Securities. Such Holders shall have the option, within five (5) Business Days 20 days after the receipt of the Demand Exercise NoticeNotice (or, 10 days if, at the request of the Initiating Holder, the Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), to request, in writing, that Echo the Company include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on The Company shall as expeditiously as possible use its best efforts to effect the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration Act of the Registrable Securities which Echo the Company has been so requested by Holders to register pursuant to this Section 2.1 by the Initiating Holder and to any other Holders which have made such written request. The Company shall (i) use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders, which may include, at the option of such Majority Participating Holders, a distribution to, and resale by, the partners of such Holder or Holders or(a “Partner Distribution”), in and (ii) if requested by the case Majority Participating Holders, obtain acceleration of a Shelf Registration Statement, any Holderthe effective date of the registration statement relating to such registration.

Demand. Subject If the Company has not previously filed a Shelf Registration Statement pursuant to Section 2.1, or if such Shelf Registration Statement has not been declared effective by the Commission, or, if such Shelf Registration Statement has been declared effective by the Commission, it does not remain effective in compliance with the provisions of this Agreement the Securities Act and the LLC Agreement, at laws of any U.S. state or other jurisdiction applicable to the disposition of Registrable Securities covered by such Shelf Registration Statement until such time and from time to time during an Exercise Window, one or more Holders as all of such Registrable Securities shall have been disposed of in accordance with such Shelf Registration Statement, Demand Holders may make a written request to the right to require Echo to effect Company for the registration with the Commission under the Securities Act of all or part of the such Demand Holders’ Registrable Securities held by such Holderson (i) Form S-1 (a “Long-Form Registration”) or (ii) if available, including by means Form S-3 (a “Short Form Registration”), each of which may be a shelf registration statement filed pursuant to Rule 415 promulgated under the Securities Act if so requested and if Echo is then eligible to use such registration (or any such demanded registration that is not an IPO Demand, a “Demand Registration”successor rule), by delivering a written in each case which request therefor to Echo that specifies shall specify the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such HolderDemand Holders and the proposed plan of distribution therefor (a “Registration Demand”). If Echo is a WKSI on Upon the date receipt of the Holder any Registration Demand, then the Holder Company promptly shall notify each other Holder, if any, of such receipt (the “Demand may request registration of an unspecified amount of Registrable Securities to be sold by Notice”). Thereafter, the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand Company shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and file such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3Act in accordance with Section 2.6(a), Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required shall include: (i) the Registrable Securities that the Company has been so requested to be kept effective. Echo shallregister by the Demand Holders, as expeditiously as reasonably possibleand (ii) all other Registrable Securities which the Company has been requested to register by each other Holder by written request of such Holder given to the Company within 15 days after such Holder’s receipt of the Demand Notice, file a registration statement (all to the “Demand Registration Statement”) with extent necessary to permit the SEC for the registration disposition of the Registrable Securities which Echo has been requested by Holders so to register be registered; provided that: (A) the Company shall not be required to effect more than a total of three Long-Form Registrations pursuant to this Section 2.1 and 2.2(a); (B) if the Company has previously effected a Long-Form Registration or a Short-Form Registration pursuant to use its reasonable best efforts this Section 2.2(a) or has previously effected a registration for a Marketed Underwritten Offering of which notice has been given to cause the Demand Registration Statement Holders pursuant to Section 2.1(a) or 2.2(a), the Company shall not be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts required to effect a Long-Form Registration or a Short-Form Registration pursuant to this Section 2.2(a) until a period of 90 days shall have elapsed from the date on which such previous registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders became effective (or, in the case of a Marketed Underwritten Offering, 90 days from the date on which such Marketed Underwritten Offering was priced); (C) any Holder whose Registrable Securities were to be included in any such registration pursuant to this Section 2.2(a), by written notice to the Company, may withdraw such request and, upon receipt of such notice of the withdrawal of such request, the Company shall not be required to effect such registration if the Holders who do not withdraw from such registration do not meet the requirements of clause (D) below, and no such request for registration shall be counted for purposes of determining the number of Long-Form Registrations to which any such Holders are entitled pursuant to this Section 2.2(a); (D) the Company shall not be required to effect any registration pursuant to this Section 2.2(a) unless the Registrable Securities proposed to be sold in such registration have a reasonably anticipated aggregate offering price of at least (i) $50 million, in the case of a Long-Form Registration, or (ii) $25 million, in the case of a Short-Form Registration; (E) no Demand Holder is entitled to request a registration under Section 2.2(a) if (i) the Initial Holders have not requested a Shelf Registration Statement in accordance with Section 2.1(a)(ii), or (ii) all of its Registrable Securities are already registered on an effective Shelf Registration Statement, ; (F) the Company shall not be required to effect any Holderregistration pursuant to this Section 2.2(a) during any period that the Board has determined to delay the filing of the Shelf Registration Statement pursuant to Section 2.1(c); and (G) the Company shall not be required to effect any Underwritten Offering pursuant to this Section 2.2(a) unless the Demand Holders shall have given an Underwritten Offering Notice (as defined below) and such request is permitted under Section 2.3(a) or (b) hereof.

Demand. Subject to Upon the provisions written request of this Agreement and Holders of a Majority of the LLC AgreementRegistrable Securities, at any time and from time to time during an Exercise Window, one or more Holders shall have the right to require Echo to requesting that Duck Head effect the registration under the Securities Act of all or part Registrable Securities in connection with an Underwritten Offering thereof, Duck Head will use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of the Registrable Securities held that Duck Head has been so requested to register by such Holders, including by means of a shelf registration statement . Duck Head shall not be obligated to effect more than two demand registrations pursuant to Rule 415 this Section 3 and Duck Head shall not be obligated to effect more than one demand registration pursuant to this Section 3 in any twelve-month period. Duck Head shall not be obligated to effect any registration under this Section 3 unless the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies aggregate fair market value of the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”)proposed for registration is at least $250,000. As promptly as practicable, but no later than two (2) Business Days after Upon receipt of a Holder Demandany request for registration pursuant to this Section 3, Echo Duck Head shall promptly give written notice (the “Demand Exercise Notice”) of the Holder Demand such request to the Company and all other HoldersHolders (if any). Such Holders Duck Head shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such the requested registration any all Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount included by such of Registrable Securities. Echo the other Holders who shall use its reasonable best efforts make such request by written notice to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effectiveDuck Head delivered within 10 Business Days of their receipt of Duck Head's notice. If the automatic shelf registration statement has been outstanding Duck Head shall receive a request for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for inclusion in the registration of the Registrable Securities which Echo has been requested of additional Holders, it shall promptly so inform the Holders who made the initial request for registration. Holders of a Majority of Securities in Registration may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by Holders providing a written notice to register Duck Head revoking such request. If so requested, Duck Head shall withdraw the Registration Statement, but such withdrawn registration shall nevertheless constitute one demand registration pursuant to this Section 2.1 and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any Holder3.

Demand. Subject to the provisions of this Agreement and the LLC AgreementThe Company shall, if requested in writing (a "Registration Notice") by Cendant at any time and from time to time during an Exercise Window, one or more Holders shall have the right to require Echo to effect the registration under the Securities Act of all or part within two years of the Registrable Securities held by such Holdersexercise of the Option (the "Registration Period"), including by means of a shelf as expeditiously as possible, prepare and file registration statement pursuant to Rule 415 statements under the Securities Act if so requested and if Echo is then eligible to use such registration is necessary in order to permit the sale or other disposition of any or all shares of Company Common Stock or other securities that have been acquired by or are issuable to Cendant upon exercise of the Option (any "Registrable Securities"); provided, however, that Cendant shall be entitled to no more than an aggregate of two effective registration statements hereunder. Any such demanded registration that is not an IPO Demand, Registration Notice must relate to a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders equal to be registered and the intended method of distribution thereof at least twenty percent (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”20%) of the Holder Demand Company Shares, unless the remaining number of Registrable Securities is less than such amount, in which case Cendant shall be entitled to exercise its rights hereunder but only for all of the remaining Registrable Securities (a "Permitted Offering"). Cendant's rights hereunder shall terminate at such time as Cendant shall be entitled to sell all of the remaining Registrable Securities pursuant to Rule 144(k) under the Act. The Company and all other Holders. Such Holders (and/or any person designated by the Company) shall upon receipt of the Registration Notice relating to a proposed sale by Cendant of Registrable Securities in an underwritten registration (subject to revocation of such Registration Notice) have the option, option exercisable by written notice delivered to Cendant within five (5) 20 Business Days after the receipt of the Demand Exercise Registration Notice, irrevocably to request, in writing, that Echo include in such registration agree to purchase all or any part of the Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended proposed to be disposed so sold for cash at a price (the "Option Price") equal to the product of by such Holder). If Echo is a WKSI on (i) the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount number of Registrable Securities to be sold so purchased by the unspecified Holders. If Echo is not a WKSI Company and (ii) the average of the daily closing sales price for such shares reported on the NYSE Composite Tape for the 10 consecutive Trading Days ending on (and including) the Trading Date immediately preceding the date of such notice was delivered by the Holder Demand, then the Holder Demand shall specify the aggregate amount Company to Cendant. Any such purchase of Registrable Securities by the Company (or its designee) hereunder shall take place at a closing to be registeredheld at the principal executive offices of the Company or at the offices of its counsel at any reasonable date and time designated by the Company and/or such designee in such notice within 20 Business Days after delivery of such notice. Echo Any payment for the shares to be purchased shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI be made by delivery at the time any Holder Demand is made of such closing of the Option Price in immediately available funds. If the Company does not elect to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested exercise its option pursuant to be registered or, if requested, an unspecified amount of this Section 9 with respect to all Registrable Securities. Echo , the Company shall use its reasonable best efforts to remain a WKSI (and qualify such shares of Company Common Stock or other securities not become an ineligible issuer purchased under any applicable state securities laws; provided, however, that the Company shall not be required to qualify to do business, consent to general service of process or submit to taxation in any jurisdiction by reason of this provision. If the managing underwriters of such offering advise the Company in writing that in their opinion the number of shares of the Company Common Stock requested to be included in such registration or qualification exceeds the number that could reasonably be expected to be sold by Cendant or other Holders (as defined in Rule 415 under the Securities ActExisting Registration Rights Agreement)) during , as the period during which case may be, in such automatic shelf offering, the Company shall, subject to the rights of any Holders party to the Existing Registration Rights Agreement, include the shares of Company Common Stock requested to be included therein by Cendant and such other Holders pro rata (based on the number of shares of Company Common Stock requested to be included therein). The Company shall use reasonable efforts to cause each such registration statement is to become effective, to obtain all consents or waivers of other parties which are required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1therefor, and to keep such registration statement or prospectus effective during for such period not in excess of 120 calendar days from the period during which day such registration statement is required first becomes effective as may be reasonably necessary to be kept effectiveeffect such sale or other disposition. Echo shall, as expeditiously as reasonably possible, The obligations of the Company hereunder to file a registration statement (or prospectus and to maintain its effectiveness may be suspended for up to 90 calendar days in the “Demand Registration Statement”) aggregate during any 12-month period if the Company shall have determined, in its reasonable judgment and upon the advice of outside counsel, that the filing of such registration statement or prospectus or the maintenance of its effectiveness would require premature disclosure of nonpublic information that would materially and adversely affect the Company or otherwise interfere with or adversely affect any pending or proposed offering of securities of the Company or any other material transaction involving the Company, or the Company would be required under the Securities Act to include audited financial statements for any period in such registration statement or prospectus and such financial statements are not yet available for inclusion in such registration statement or prospectus. Subject to applicable law, the expenses associated with the SEC preparation and filing of any registration statement or prospectus prepared and filed under this Section 9, and any sale covered thereby, including the reasonable fees and expenses of one law firm to act as Cendant's counsel ("Registration Expenses"), shall be paid by the Company, except for the underwriting discounts or commissions and brokers' fees. In connection with any registration of the Registrable Securities which Echo has been requested by Holders to register statement or prospectus prepared pursuant to this Section 2.1 11, Cendant shall furnish, or cause any holder of the Option or Company Shares (a "Holder") to furnish, the Company with such information concerning itself and the proposed sale or distribution as shall reasonably be required in order to ensure compliance with the requirements of the Securities Act and to use provide representations and warranties customary for selling stockholders who are unaffiliated with the Company. In addition, Cendant shall, and Cendant shall cause each Holder to contractually agree to, indemnify and hold the Company, its reasonable best efforts underwriters and each of their respective affiliates harmless against any and all losses, claims, damages, liabilities and expenses (including, without limitation, investigation expenses and fees and disbursements of counsel and accountants), joint or several, to cause which the Demand Registration Statement to be promptly (Company, its underwriters and in any case within 60 days after filing such Demand Registration Statement) declared effective each of their respective affiliates may become subject under the Securities Act. Echo shall use its reasonable best efforts to effect the registration Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case or are based solely upon an untrue statement or alleged untrue statement of a Shelf Registration Statementmaterial fact contained in written information furnished by Cendant or any Holder to the Company expressly for use in such registration statement. Except for losses, claims, damages, liabilities or expenses (or actions in respect thereof) arising out of or based solely upon an untrue statement or alleged untrue statement of a material fact contained in written information furnished by Cendant and any HolderHolder to the Company expressly for use in any registration statement, the Company shall indemnify and hold Cendant and each Holder and each of its respective affiliates harmless against any and all losses, claims, damages, liabilities and expenses (including, without limitation, investigation expenses and fees and disbursement of counsel and accountants), joint or several, to which Cendant and each Holder and each of its respective affiliates may become subject under the Securities Act or otherwise.

Demand. Subject to the provisions of this Agreement and the LLC AgreementThe Company will, if requested in writing (a "Registration Notice") by Cendant at any time and from time to time during an Exercise Window, one or more Holders shall have the right to require Echo to effect the registration under the Securities Act of all or part within two years of the Registrable Securities held by such Holdersexercise of the Option, including by means of a shelf as expeditiously as possible prepare and file registration statement pursuant to Rule 415 statements under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies or the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt obtaining of a Holder Demand, Echo shall give written notice (receipt for a prospectus is necessary in order to permit the “Demand Exercise Notice”) sale or other disposition of any or all shares or other securities that have been acquired by or are issuable to Cendant upon exercise of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five Option (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of "Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)") during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo has been requested by Holders to register pursuant to this Section 2.1 and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth sale or other disposition stated by Cendant. Any such Registration Notice must relate to a number of Registrable Securities equal to at least twenty percent (20%) of Company Shares, unless the remaining number of Registrable Securities is less than such amount, in which case Cendant shall be entitled to exercise its rights hereunder but only for all of the remaining Registrable Securities (a written request delivered "Permitted Offering"). Cendant's rights hereunder shall terminate at such time as Cendant shall be entitled to sell all of the remaining Registrable Securities pursuant to Rule 144(k) under the Act. The Company will use its reasonable best efforts to qualify such shares or other securities under any applicable state securities laws; provided, however, that the Company shall not be required to qualify to do business, consent to general service of process or submit to taxation in any jurisdiction by reason of this provision. The Company will use reasonable efforts to cause each such registration statement to become effective and to obtain a (final) receipt for each such prospectus, to obtain all consents or waivers of other parties which are required therefor, and to keep such registration statement or prospectus effective for such period not in excess of 120 calendar days from the day such registration statement first becomes effective or the date of the (final) receipt for such prospectus as may be reasonably necessary to effect such sale or other disposition. The obligations of the Company hereunder to file a registration statement or prospectus and to maintain its effectiveness may be suspended for up to 90 calendar days in the aggregate during any 12-month period if the board of directors of the Company shall have determined that the filing of such registration statement or prospectus or the maintenance of its effectiveness would require premature disclosure of nonpublic information that would materially and adversely affect the Company or otherwise interfere with or adversely affect any pending or proposed offering of securities of the Company or any other material transaction involving the Company, or the Company would be required under the Securities Act to include audited financial statements for any period in such registration statement or prospectus and such financial statements are not yet available for inclusion in such registration statement or prospectus. Subject to applicable law, the expenses associated with the preparation and filing any registration statement or prospectus prepared and filed under this Section 9, and any sale covered thereby ("Registration Expenses"), will be paid by the Majority Participating Holders orCompany except for underwriting discounts or commissions, brokers' fees and the reasonable fees and disbursements of one law firm acting as Cendant's counsel related thereto. In connection with any registration statement or prospectus pursuant to this Section 9, Cendant shall furnish, or cause any holder of the Option or Company Shares (a "Holder") to furnish, the Company with such information concerning itself and the proposed sale or distribution as shall reasonably be required in order to ensure compliance with the case requirements of the Securities Act and to provide representations and warranties customary for selling stockholders who are unaffiliated with the Company. In addition, Cendant shall, and Cendant shall cause each Holder to contractually agree to, indemnify and hold the Company, its underwriters and each of their respective affiliates harmless against any and all losses, claims, damages, liabilities and expenses (including, without limitation, investigation expenses and fees and disbursement of counsel and accountants), joint or several, to which the Company, its underwriters and each of their respective affiliates may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a Shelf Registration Statement, material fact contained in written information furnished by any HolderHolder to the Company expressly for use in such registration statement.

Demand. Subject to Upon the provisions written request of this Agreement and the LLC Agreement, at any time and from time to time during an Exercise Window, one Securityholder or more a Holder or Holders shall have of a majority of the right to require Echo to then outstanding Registrable Securities (on a Common Stock equivalent basis) requesting that the Company effect the registration under the Securities Act of all Registrable Securities and specifying the intended method or part methods of disposition thereof (which may include a continuous or delayed offering), the Company will use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of the Registrable Securities held which the Company has been so requested to register by the Securityholder or such Holder or Holders of Registrable Securities; provided, however, that, except as provided below, the Company shall not be obligated to (1) effect more than an aggregate of two (2) demand registrations pursuant to this Section 3; or (2) effect a demand registration unless either (I) the Registrable Securities for which the demand is made constitute at least one-half of the then outstanding Registrable Securities (on a Common Stock equivalent basis) or (II) the demand is made with respect to all of the Registrable Securities then beneficially owned by the Securityholder or the demanding Holder or Holders, provided such Registrable Securities constitute at least 10% of the Registrable Securities initially issued by the Company (on a Common Stock equivalent basis); and provided further that no Holder (including the Securityholder) shall deliver a request for a demand registration for a period of four (4) months following the last date on which a Registration Statement filed in respect of the previous demand registration, if any, was declared by means the SEC to be effective. The number, percentage or kind of shares in clause (2) above shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger, consolidation, exchange, distribution or similar transaction with respect to the shares of Common Stock. Notwithstanding the foregoing, the Securityholder or a Holder or Holders of a shelf registration statement pursuant to Rule 415 under majority of the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of outstanding Registrable Securities held by (on a Common Stock equivalent basis) shall be entitled to unlimited additional demand registrations if such Holders to additional demand registrations would be eligible for registration on Form S-3 (after the Company qualifies for Form S-3, provided that in the case of any individual such demand registration the aggregate gross proceeds from such S-3 demand registration would exceed $500,000, if all registered and the intended method of distribution thereof (such a requestshares thereunder were sold); provided, a “Holder Demand”). As promptly as practicablehowever, but that there shall be no later more than two (2) Business Days after such registrations in any twelve (12) month period. Upon receipt of a any request for registration pursuant to this Section 3 from the Securityholder or any Holder Demandor Holders of Registrable Securities, Echo the Company shall promptly (but in any event within 20 days) give written notice (the “Demand Exercise Notice”) of the Holder Demand such request to the Company and all other Holders. Such The Company shall include in the requested registration all Registrable Securities requested to be included by such of the other Holders who shall have make such request by written notice to the option, Company delivered within five (5) Business Days after the 30 days of their receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effectiveCompany's notice. If the automatic shelf registration statement has been outstanding Company shall receive a request for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for inclusion in the registration of the Registrable Securities of additional Holders, it shall promptly so inform in writing the Person or Persons who made the initial request for registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of the proposed public offering advises the Holder or Holders intending to participate in such proposed public offering in writing that the total amount or kind of securities which Echo has been requested such Holder or Holders intends to include in such proposed public offering is sufficiently large to materially adversely affect the success of the proposed public offering, then the amount or kind of securities to be offered for the accounts of all Holders whose securities are included in such Registration Statement shall be reduced (on a pro rata basis in the case of more than one such Holder) to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by Holders to such managing underwriter or underwriters. The Company shall not register any securities other than Registrable Securities in any demand registration effected pursuant to this Section 2.1 and 3(a), except pursuant to use its reasonable best efforts Section 3(c) or with the prior written consent of the Securityholder (if it is participating in such offering) or, if the Securityholder is not participating in such offering, the Holders of a majority of the Registrable Securities (on a Common Stock equivalent basis) being sold pursuant to cause such offering. A Holder (including the Demand Securityholder) or Holders requesting a registration pursuant to this Section 3 may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request. The Company shall be required to pay all Registration Expenses with respect to the first demand for registration to be promptly revoked. If a Holder (and in including the Securityholder) or Holders thereafter shall revoke any case within 60 days after filing demand for registration, such Demand Holder (including the Securityholder) or Holders, at their option, shall either pay all out-of-pocket Registration Statement) declared effective under Expenses with respect to such revoked demand or count such revoked demand as one of the Securities Act. Echo shall use its reasonable best efforts demands for registration to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating which Holders or, in the case of a Shelf Registration Statement, any Holderare entitled pursuant to this Section 3.

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

Demand. Subject to Upon the provisions written request of this Agreement and the LLC Agreement, at any time and from time to time during an Exercise Window, one Securityholder or more a Holder or Holders shall have of a majority of the right to require Echo to then outstanding Registrable Securities (on a Common Stock equivalent basis) requesting that the Company effect the registration under the Securities Act of all Registrable Securities and specifying the intended method or part methods of disposition thereof (which may include a continuous or delayed offering), the Company will use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of the Registrable Securities held which the Company has been so requested to register by the Securityholder or such Holder or Holders of Registrable Securities; provided, however, that, except as provided below, the Company shall not be obligated to (1) effect more than an aggregate of two (2) demand registrations pursuant to this Section 3; or (2) effect a demand registration unless either (I) the Registrable Securities for which the demand is made constitute at least one-half of the then outstanding Registrable Securities (on a Common Stock equivalent basis) or (II) the demand is made with respect to all of the Registrable Securities then beneficially owned by the Securityholder or the demanding Holder or Holders, provided such Registrable Securities constitute at least 10% of the Registrable Securities initially issued by the Company (on a Common Stock equivalent basis); and provided further that no Holder (including the Securityholder) shall deliver a request for a demand registration for a period of four (4) months following the last date on which a Registration Statement filed in respect of the previous demand registration, if any, was declared by means the SEC to be effective. The number, percentage or kind of shares in clause (2) above shall be appropriately adjusted for any stock dividend, stock split, reverse stock split, combination, recapitalization, reclassification, merger, consolidation, exchange, distribution or similar transaction with respect to the shares of Common Stock. Notwithstanding the foregoing, the Securityholder or a Holder or Holders of a shelf registration statement pursuant to Rule 415 under majority of the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of outstanding Registrable Securities held by (on a Common Stock equivalent basis) shall be entitled to unlimited additional demand registrations if such Holders to additional demand registrations would be eligible for registration on Form S-3 (after the Company qualifies for Form S-3, provided that in the case of any individual such demand registration the aggregate gross proceeds from such S-3 demand registration would exceed $500,000, if all registered and the intended method of distribution thereof (such a requestshares thereunder were sold); provided, a “Holder Demand”). As promptly as practicablehowever, but that there shall be no later more than two (2) Business Days after such registrations in any twelve (12) month period. Upon receipt of a any request for registration pursuant to this Section 3 from the Securityholder or any Holder Demandor Holders of Registrable Securities, Echo the Company shall promptly (but in any event within 20 days) give written notice (the “Demand Exercise Notice”) of the Holder Demand such request to the Company and all other Holders. Such The Company shall include in the requested registration all Registrable Securities requested to be included by such of the other Holders who shall have make such request by written notice to the option, Company delivered within five (5) Business Days after the 30 days of their receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effectiveCompany's notice. If the automatic shelf registration statement has been outstanding Company shall receive a request for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for inclusion in the registration of the Registrable Securities of additional Holders, it shall promptly so inform in writing the Person or Persons who made the initial request for registration. Notwithstanding the foregoing, if the managing underwriter or underwriters of the proposed public offering advises the Holder or Holders intending to participate in such proposed public offering in writing that the total amount or kind of securities which Echo has been requested such Holder 5 or Holders intends to include in such proposed public offering is sufficiently large to materially adversely affect the success of the proposed public offering, then the amount or kind of securities to be offered for the accounts of all Holders whose securities are included in such Registration Statement shall be reduced (on a pro rata basis in the case of more than one such Holder) to the extent necessary to reduce the total amount or kind of securities to be included in such proposed public offering to the amount or kind recommended by Holders to such managing underwriter or underwriters. The Company shall not register any securities other than Registrable Securities in any demand registration effected pursuant to this Section 2.1 and 3(a), except pursuant to use its reasonable best efforts Section 3(c) or with the prior written consent of the Securityholder (if it is participating in such offering) or, if the Securityholder is not participating in such offering, the Holders of a majority of the Registrable Securities (on a Common Stock equivalent basis) being sold pursuant to cause such offering. A Holder (including the Demand Securityholder) or Holders requesting a registration pursuant to this Section 3 may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request. The Company shall be required to pay all Registration Expenses with respect to the first demand for registration to be promptly revoked. If a Holder (and in including the Securityholder) or Holders thereafter shall revoke any case within 60 days after filing demand for registration, such Demand Holder (including the Securityholder) or Holders, at their option, shall either pay all out-of-pocket Registration Statement) declared effective under Expenses with respect to such revoked demand or count such revoked demand as one of the Securities Act. Echo shall use its reasonable best efforts demands for registration to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating which Holders or, in the case of a Shelf Registration Statement, any Holderare entitled pursuant to this Section 3.

Demand. Subject If (A) the Initiating Holders propose to Dispose of Registrable Securities and (B) such Disposition may not, in the opinion of such Initiating Holders, be effected in a private transaction under the Securities Act without registration of such Securities under the Securities Act at equally favorable net terms to the provisions Initiating Holders as would be obtained in a registration of this Agreement such Securities under the Securities Act, the Initiating Holders may request the Company in writing to effect such registration (a “Demand Registration”), stating the number of Securities of Registrable Securities to be Disposed of by such Initiating Holders and the LLC Agreementintended method of Disposition. If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, at any time they shall so advise the Company as a part of their request and from time the Company shall include such information in the written notice referred to time during an Exercise Windowbelow. Upon receipt of such request, one or more the Company will give prompt written notice thereof to all other Holders whereupon such other Holders shall have give written notice to the right Company within twenty (20) days after the date of the Company’s notice (the “Notice Period”) if they propose to require Echo Dispose of any Registrable Securities pursuant to such registration, stating the number of Registrable Securities to be Disposed of by such Holder or Holders and the intended method of Disposition. The Company will use its reasonable best efforts to effect promptly after the Notice Period the registration under the Securities Act of all or part of the Registrable Securities held by such specified in the requests of the Initiating Holders and the requests of the other Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demandsubject, a “Demand Registration”)however, by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo has been requested by Holders to register pursuant to this Section 2.1 and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution limitations set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any HolderSection 3(b)(ii).

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at At any time and or from time to time during an Exercise Windowtime, one a Holder or more Holders shall have holding a majority of Registrable Securities then outstanding may require the right Company to require Echo use its best efforts to effect the registration under the Securities Act of all or part of the their respective Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”)Securities, by delivering a written request (a “Holder Demand”) therefor to Echo that specifies the Company specifying the number of shares of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”)thereof. As promptly as practicable, but no later than two (2) Business Days 20 days after receipt of a Holder Demand, Echo the Company shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other HoldersHolders of Registrable Securities. Such Holders shall have the option, within five (5) Business Days 10 days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo the Company include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on The Company shall as expeditiously as possible use its best efforts to effect the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration Act of the Registrable Securities which Echo the Company has been so requested by Holders to register pursuant to this Section 2.1 by the Initiating Holder and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing other Holders which have made such Demand Registration Statement) declared effective under the Securities Actwritten request. Echo The Company shall use its reasonable best efforts (i) to effect as soon as practicable (but, in any event, within 30 days of the receipt of the Holder Demand or, in the event the SEC reviews and has written comments to the registration statement, within 90 days of the receipt of the Holder Demand) the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders orand (ii) if requested by the Majority Participating Holders, in obtain acceleration of the case effective date of a Shelf Registration Statement, any Holderthe registration statement relating to such registration.

Demand. Subject to the provisions of this Agreement and the LLC Agreementterms hereof, at any time and from time URI agrees that it will (i) file a registration statement with respect to time during an Exercise Window, one or more Holders shall have the right to require Echo to effect the registration under the Securities Act of all or part of the Registrable Securities held by a Holder within thirty days after the Holders of not less than a majority in number of shares of Registrable Securities make a written request to URI requesting such Holders, including by means registration and specifying the intended method of a shelf registration statement pursuant disposition of the Registrable Securities to Rule 415 be so registered under the Securities Act if so requested (any such request being referred to as a "Registration Request") and if Echo is then eligible (ii) use its best efforts to use effect such registration (any such demanded registration that is not an IPO Demandincluding, a “Demand Registration”)without limitation, by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a requestfiling post-effective amendments, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all appropriate qualifications under applicable blue sky or other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echostate securities laws, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under appropriate compliance with the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those as will permit or facilitate the sale and distribution of all or such portion of such Registrable Securities which as are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined specified in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement request; provided that such Registration Request is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If made at any time when Echo is required on or after the expiration of twelve (12) months from the date of this Agreement and on or prior to re-evaluate its WKSI statusthe third anniversary hereof (subject to any increase in time pursuant to Section 2(b) below), Echo determines provided further that it is URI shall not be obligated to effect such registration unless such registration may be made pursuant to a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such (or any substitute form is the SEC may adopt) under the Securities Act; and provided further that URI shall not available, Form S-1, and keep be obligated to effect such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration if all of the Registrable Securities to be included in such registration can, within thirty days of such Registration Request, be sold pursuant to Rule 144. The Company will use its best efforts to qualify for registration on Form S-3. Within ten days after receipt of such Registration Request, URI will give written notice of such Registration Request to all Holders of Registrable Securities, which Echo notice shall offer such Holders the opportunity to include in such registration statement such amount of Registrable Securities as each such Holder may request, and URI will include in each such registration statement all Registrable Securities with respect to which it has been requested by Holders received written requests for inclusion therein within ten business days following the date on which such notice is given. Subject to register Section 3(e) and the last sentence of Section 5 hereof, URI shall not be required to file more than three registration statements and effect more than three registrations pursuant to this section (for purposes of determining whether a registration statement has been filed, a Take-Down pursuant to Section 2.1 3(c) shall count as a registration statement). For purposes of the foregoing sentence, a registration shall not be deemed to have been effected or a Take-Down made (i) unless and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing until such Demand Registration Statement) registration statement has been declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Act and either (A) all Registrable Securities for distribution in accordance with covered by such registration statement or Take-Down have actually been sold or distributed pursuant thereto or (B) the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any Holder.period

Demand. Subject Upon the written request of a Holder or Holders of then outstanding Registrable Securities having an aggregate fair market value of at least $25 million, requesting that the Purchaser effect the registration under the Securities Act of Registrable Securities in connection with an Underwritten Offering thereof, the Purchaser will use its best efforts to effect, as expeditiously as possible, the registration under the Securities Act of the Registrable Securities which the Purchaser has been so requested to register by such Holders. No such request may be made earlier than thirteen (13) or later than nineteen (19) months after the Merger is effected, unless there has been a Change-in-Control of Purchaser, in which case, such request may be made at any time that is more than one (1) month after such Change-in-Control is effected. The Purchaser shall not be obligated to effect more than one demand registration pursuant to this Section 3. Upon receipt of any request for registration pursuant to this Section 3 from any one or more Holders of Registrable Securities, the Purchaser shall promptly give written notice of such request to all other Holders. The Purchaser shall include in the requested registration all Registrable Securities requested to be included by such of the other Holders who shall make such request by written notice to the provisions Purchaser delivered within ten (10) Business Days of their receipt of the Purchaser's notice. If the Purchaser shall receive a request for inclusion A Holder or Holders requesting a registration pursuant to this Agreement and the LLC AgreementSection 3 may, at any time and from time prior to time during an Exercise Windowthe effective date of the Registration Statement relating to such registration, one or more revoke such request by providing a written notice to the Purchaser revoking such request. If so requested by the Holders of a majority of the Registrable Securities included in such Registration Statement, the Purchaser shall withdraw the Registration Statement, but shall then have the right to require Echo no further obligation to effect the registration under the Securities Act of all or part of the Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo has been requested by Holders to register pursuant to this Section 2.1 and 3. The Purchaser shall pay all Registration Expenses with respect to use its reasonable best efforts any demand registration pursuant to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any Holderthis Section 3.

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders Each Holder shall have the right to require Echo deliver one (1) written notice to the Company to effect the registration under the Securities Act (a "DEMAND REGISTRATION NOTICE") of all or part such portion of the Registrable Securities consisting of Common Stock held by such HoldersHolder as such Holder shall specify and, including by means from and after 90 days after the date of a shelf registration statement pursuant this Agreement, each Holder shall also have the right to Rule 415 under deliver one (1) Demand Registration Notice in respect of all or such portion of the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities consisting of Preferred Stock held by such Holders to be registered and the intended method of distribution thereof Holder as such Holder shall specify. Within five (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (25) Business Days after receipt of a Holder Demandany such Demand Registration Notice, Echo the Company shall give written notice (the “Demand Exercise Notice”) of the Holder Demand such proposed registration to the Company and all other Holders. Such Holders shall have the optionright, by giving written notice (the "DEMAND PARTICIPATION NOTICE") to the Company within five fifteen (515) Business Days days after the receipt of such notice from the Demand Exercise NoticeCompany, to request, in writing, that Echo include elect to have included in such registration any such number of shares of Registrable Securities held consisting of Common Stock (if such Demand Registration Notice was in respect of Registrable Securities consisting of Common Stock) or Registrable Securities consisting of Preferred Stock (if such Demand Registration Notice was in respect of Registrable Securities consisting of Preferred Stock), as applicable, as such Holders may request in such Demand Participation Notice. A Holder or Holders may, at any time before the applicable Registration Statement relating to the Demand Registration is declared effective by the SEC, request that such Holder Holder's Registrable Securities not be included therein by providing a written notice to that effect to the Company. Notwithstanding the foregoing, (i) if the managing underwriter or underwriters, if any, of any such proposed Demand Registration advises the Company and the Holders that the total amount of Registrable Securities which request the Holders intended to be included in such Demand Registration (whether pursuant to a Demand Registration Notice, or a Demand Participation Notice, relating to such Demand Registration) is sufficiently large to adversely affect the success of such proposed Demand Registration, then the amount of Registrable Securities to be offered for the accounts of the Holders delivering Demand Participation Notices shall specify be reduced pro rata, based upon the maximum aggregate number of Registrable Securities intended to be disposed of included in such Demand Registration by such Holder). If Echo is a WKSI on Holders, to the date of extent necessary to reduce the Holder Demand, then the Holder Demand may request registration of an unspecified total amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and included in such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “proposed Demand Registration Statement”) with to the SEC for amount such managing underwriter or underwriters reasonably and in good faith believe will not jeopardize the registration success of such Demand Registration before the Registrable Securities which Echo has been requested offered by Holders to register pursuant to this Section 2.1 and to use its reasonable best efforts to cause the Holder delivering the Demand Registration Statement Notice are so reduced and (ii) the Company shall not be obligated to be promptly comply with more than one (and in any case within 60 days after filing such 1) Demand Registration Statement) declared effective under Notice received from the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, during any Holdercalendar quarter.

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at At any time and from time to time during an Exercise Windowthe term of this Agreement, one or more Holders shall have Greenwich II may demand, in writing (a "Demand Registration Notice"), that the right to require Echo to Company effect the registration under the Securities Act of all or part of the such Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) one or more of the Holder Holders (and in the amounts specified by Greenwich II in the Demand Registration Notice) in the following manner: (i) only one demand may be made with respect to the Company Shares, (ii) only one demand may be made with respect to the Warrant Shares issuable upon exercise of the Initial Warrants and all (iii) only one demand may be made with respect to the Warrant Shares issuable upon exercise of the Additional Warrants. In other Holders. Such words, Holders shall have a total of three demands exercisable by Greenwich II which shall be exercised as provided in the optionforegoing clauses (i)-(iii); however, within any demand made under clauses (ii) and (iii) may include any Registrable Securities that might not have been covered by any previous "Demand Registration" (as hereinafter defined). The Company shall have no obligation to effect any Demand Registration unless the Demand Registration Notice covers Registrable Securities having a "Market Price" (as defined in the Warrants) of at least $500,000 in the aggregate. Greenwich II may, at any time up to five (5) Business Days after before the receipt filing date of the applicable Registration Statement relating to the Demand Exercise NoticeRegistration, to request, in writing, request that Echo include in such registration any Registrable Securities held of any Holder not be included therein by such Holder (providing a written notice to that effect to the Company, which request shall specify be final and irrevocable. If Greenwich II shall give such notice with respect to all of the maximum number of Registrable Securities intended included in the Demand Registration Notice, the Demand Registration Notice shall be deemed not to be disposed of by such Holder). If Echo is a WKSI on have been made or count towards any demand rights hereunder provided that Greenwich II (or Holders) shall reimburse the date Company for its out-of-pocket costs and expenses incurred in connection with the preparation and filing of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registration Statement and provided that Greenwich II has not exercised such withdrawal right with respect to all Registrable Securities included in the Demand Registration Notice with respect to be sold by any previously proposed Demand Registration. Upon receipt of a Demand Registration Notice, the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo Company shall use its reasonable best efforts to remain file a WKSI Registration Statement on Form S-1 or, if then available to the 85 Company, Form S-2 or Form S-3 (and not become an ineligible issuer (as defined in Rule 415 or any successor forms), or any other available form under the Securities Act)) during , covering all Registrable Securities which the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement Company has been outstanding for at least three so requested to register (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall"Demand Registration"), as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo has been requested by Holders to register pursuant to this Section 2.1 and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and but in any case within 60 event no later than: (i) sixty days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration StatementStatement on Form S-1 or a Registration Statement on Form S-2 or S-3 which will be an Underwritten Offering, any Holderor (ii) forty-five (45) days in the case of a Registration Statement on Form S-2 or S-3 which is not an Underwritten Offering.

Demand. Subject to the provisions of this Agreement and the LLC Agreement, If at any time after the S-1 Demand Trigger Date the Company receives a request from the Initiating Holders that the Company file a Form S-1 registration statement with respect to (i) Registrable Securities then outstanding if the anticipated aggregate offering price, net of Selling Expenses, would exceed $30 million (the “S-1 Minimum Proceeds Demand”) or (ii) Registrable Securities then outstanding that constitute Affiliate Registrable Securities (an “S-1 Affiliate Demand”), then the Company shall: (x) within ten (10) days after the date such request is given, give notice thereof (the “Demand Notice”) to all Holders of Registrable Securities covered in the Demand Notice (other than the Initiating Holders); and from time to time during an Exercise Window(y) as soon as practicable, one or more Holders shall have and in any event within sixty (60) days after the right to require Echo to effect date such request is given by the Initiating Holders, file a Form S-1 registration statement under the Securities Act (which, in the case of an S-1 Affiliate Demand, will include customary plan of distribution disclosure for resale “shelf” registration statements (which, for the avoidance of doubt, shall include an intended method(s) of distribution as may be requested by an Affiliated Initiating Holder in the S-1 Affiliate Demand)) covering all or part Registrable Securities that the Initiating Holders requested to be registered and any additional Registrable Securities requested to be included in such registration by any other Holders, as specified by notice given by each such Holder to the Company within twenty (20) days of the Registrable Securities held by such Holdersdate the Demand Notice is given, including by means and in each case, subject to the limitations of Sections 2.1(c) and 2.3; provided, however, that this right to request the filing of a shelf Form S-1 registration statement pursuant shall in no event be made available to Rule 415 any Holder that is a Foreign Person (it being understood that ▇▇▇▇▇.▇▇▇ Investments 1 and its Affiliates and Apeiron Investment Group Ltd. are not Foreign Persons for purposes of this Subsection 2.1(a)); and provided further that the Company may elect instead to file a Form S-3 registration statement under the Securities Act covering the Registrable Securities or Affiliate Registrable Securities if so requested and if Echo the Company is then eligible to use such form. With respect to a resale registration (any such demanded registration that is not statement effected pursuant to an IPO S-1 Affiliate Demand, upon the request by an Affiliated Initiating Holder to file a “Demand Registration”), prospectus supplement for purposes of executing a resale transaction contemplated by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders to be registered and the intended method plan of distribution thereof (contained in such a requestresale registration statement, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, subject to Subsection 2.1(c) and Section 2.5, prepare and file such prospectus supplement as expeditiously soon as reasonably possible, file a registration statement (the “Demand Registration Statementpracticable to facilitate such resale transaction.”) with the SEC for the registration of the Registrable Securities which Echo has been requested by Holders to register pursuant to this Section 2.1 and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any Holder.

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders Each Holder shall have the right to require Echo deliver one (1) written notice to the Company to effect the registration under the Securities Act (a "Demand Registration Notice") of all or part such portion of the Registrable Securities consisting of Common Stock held by such HoldersHolder as such Holder shall specify and, including by means from and after 90 days after the date of a shelf registration statement pursuant this Agreement, each Holder shall also have the right to Rule 415 under deliver one (1) Demand Registration Notice in respect of all or such portion of the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities consisting of Preferred Stock held by such Holders to be registered and the intended method of distribution thereof Holder as such Holder shall specify. Within five (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (25) Business Days after receipt of a Holder Demandany such Demand Registration Notice, Echo the Company shall give written notice (the “Demand Exercise Notice”) of the Holder Demand such proposed registration to the Company and all other Holders. Such Holders shall have the optionright, by giving written notice (the "Demand Participation Notice") to the Company within five fifteen (515) Business Days days after the receipt of such notice from the Demand Exercise NoticeCompany, to request, in writing, that Echo include elect to have included in such registration any such number of shares of Registrable Securities held consisting of Common Stock (if such Demand Registration Notice was in respect of Registrable Securities consisting of Common Stock) or Registrable Securities consisting of Preferred Stock (if such Demand Registration Notice was in respect of Registrable Securities consisting of Preferred Stock), as applicable, as such Holders may request in such Demand Participation Notice. A Holder or Holders may, at any time before the applicable Registration Statement relating to the Demand Registration is declared effective by the SEC, request that such Holder Holder's Registrable Securities not be included therein by providing a written notice to that effect to the Company. Notwithstanding the foregoing, (i) if the managing underwriter or underwriters, if any, of any such proposed Demand Registration advises the Company and the Holders that the total amount of Registrable Securities which request the Holders intended to be included in such Demand Registration (whether pursuant to a Demand Registration Notice, or a Demand Participation Notice, relating to such Demand Registration) is sufficiently large to adversely affect the success of such proposed Demand Registration, then the amount of Registrable Securities to be offered for the accounts of the Holders delivering Demand Participation Notices shall specify be reduced pro rata, based upon the maximum aggregate number of Registrable Securities intended to be disposed of included in such Demand Registration by such Holder). If Echo is a WKSI on Holders, to the date of extent necessary to reduce the Holder Demand, then the Holder Demand may request registration of an unspecified total amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and included in such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “proposed Demand Registration Statement”) with to the SEC for amount such managing underwriter or underwriters reasonably and in good faith believe will not jeopardize the registration success of such Demand Registration before the Registrable Securities which Echo has been requested offered by Holders to register pursuant to this Section 2.1 and to use its reasonable best efforts to cause the Holder delivering the Demand Registration Statement Notice are so reduced and (ii) the Company shall not be obligated to be promptly comply with more than one (and in any case within 60 days after filing such 1) Demand Registration Statement) declared effective under Notice received from the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, during any Holdercalendar quarter.

Demand. Subject to the provisions of this Agreement and the LLC AgreementThe Company will, if requested in writing (a "Registration Notice") by Cendant at any time and from time to time during an Exercise Window, one or more Holders shall have the right to require Echo to effect the registration under the Securities Act of all or part within two years of the Registrable Securities held by such Holdersexercise of the Option, including by means of a shelf as expeditiously as possible prepare and file registration statement pursuant to Rule 415 statements under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies or the number of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt obtaining of a Holder Demand, Echo shall give written notice (receipt for a prospectus is necessary in order to permit the “Demand Exercise Notice”) sale or other disposition of any or all shares or other securities that have been acquired by or are issuable to Cendant upon exercise of the Holder Demand to the Company and all other Holders. Such Holders shall have the option, within five Option (5) Business Days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of "Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)") during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo has been requested by Holders to register pursuant to this Section 2.1 and to use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth sale or other disposition stated by Cendant. Any such Registration Notice must relate to a number of Registrable Securities equal to at least twenty percent (20%) of Company Shares, unless the remaining number of Registrable Securities is less than such amount, in which case Cendant shall be entitled to exercise its rights hereunder but only for all of the remaining Registrable Securities (a written request delivered "Permitted Offering"). Cendant's rights hereunder shall terminate at such time as Cendant shall be entitled to sell all of the remaining Registrable Securities pursuant to Rule 144(k) under the Act. The Company will use its reasonable best efforts to qualify such shares or other securities under any applicable state securities laws; provided, however, that the Company shall not be required to qualify to do -------- ------- business, consent to general service of process or submit to taxation in any jurisdiction by reason of this provision. The Company will use reasonable efforts to cause each such registration statement to become effective and to obtain a (final) receipt for each such prospectus, to obtain all consents or waivers of other parties which are required therefor, and to keep such registration statement or prospectus effective for such period not in excess of 120 calendar days from the day such registration statement first becomes effective or the date of the (final) receipt for such prospectus as may be reasonably necessary to effect such sale or other disposition. The obligations of the Company hereunder to file a registration statement or prospectus and to maintain its effectiveness may be suspended for up to 90 calendar days in the aggregate during any 12-month period if the board of directors of the Company shall have determined that the filing of such registration statement or prospectus or the maintenance of its effectiveness would require premature disclosure of nonpublic information that would materially and adversely affect the Company or otherwise interfere with or adversely affect any pending or proposed offering of securities of the Company or any other material transaction involving the Company, or the Company would be required under the Securities Act to include audited financial statements for any period in such registration statement or prospectus and such financial statements are not yet available for inclusion in such registration statement or prospectus. Subject to applicable law, the expenses associated with the preparation and filing any registration statement or prospectus prepared and filed under this Section 9, and any sale covered thereby ("Registration Expenses"), will be paid by the Majority Participating Holders orCompany except for underwriting discounts or commissions, brokers' fees and the reasonable fees and disbursements of one law firm acting as Cendant's counsel related thereto. In connection with any registration statement or prospectus pursuant to this Section 9, Cendant shall furnish, or cause any holder of the Option or Company Shares (a "Holder") to furnish, the Company with such information concerning itself and the proposed sale or distribution as shall reasonably be required in order to ensure compliance with the case requirements of the Securities Act and to provide representations and warranties customary for selling stockholders who are unaffiliated with the Company. In addition, Cendant shall, and Cendant shall cause each Holder to contractually agree to, indemnify and hold the Company, its underwriters and each of their respective affiliates harmless against any and all losses, claims, damages, liabilities and expenses (including, without limitation, investigation expenses and fees and disbursement of counsel and accountants), joint or several, to which the Company, its underwriters and each of their respective affiliates may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a Shelf Registration Statement, material fact contained in written information furnished by any HolderHolder to the Company expressly for use in such registration statement.

Demand. Subject In the event that by the fifth (5th) anniversary ------ of the Effective Date the Company has not yet completed an Initial Public Offering, subject to Section 2.1.7, upon the provisions written request (the "Demand") of this Agreement and the LLC Agreement, at any time and from time to time during an Exercise Window, one or more Holders shall have holders of a majority of Registrable Securities that the right to require Echo to Company effect the registration under the Securities Act of all or part of the Registrable Securities held by such HoldersSecurities, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number of Registrable Securities held by such Holders Company shall cause to be registered filed, and shall take all commercially reasonable actions to effect, as soon as practicable and in any event, subject to the intended method of distribution thereof (such a request, a “Holder Demand”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) reasonable cooperation of the Holder Demand to the Company and all other Holders. Such Holders shall have the optionStockholders, within five (5) Business Days 120 days after the receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echoreceived from the Stockholders, and such Holder Demand requests that Echo file an automatic shelf the registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration of the Registrable Securities which Echo the Company has been so requested to register by the Stockholders. Whenever the Company shall effect a registration pursuant to Section 2.1 in connection with an underwritten Public Offering by the Stockholders of Registrable Securities, holders of securities of the Company who have "piggyback" registration rights may include all or a portion of such securities in such registration, offering or sale. If the managing underwriter of any such Public Offering shall inform the Company by letter of its belief that the number or type of securities of the Company requested by Holders holders of the securities of the Company other than the Stockholders to register pursuant be included in such registration would materially and adversely affect the underwritten Public Offering, then the Company shall include in such registration, to this Section 2.1 the extent of the number and to use its reasonable best efforts to cause type of securities which the Company is so advised can be sold in (or during the time of) such Public Offering, first, all of the Registrable Securities specified by the Stockholders in the Demand Registration Statement and second, for each holder of the Company's securities other than the Stockholders, the fraction of each holder's securities proposed to be promptly registered which is obtained by dividing (and i) the number of the securities of the Company that such holder proposes to include in any case within 60 days after filing such registration by (ii) the total number of securities proposed to be included in such registration by all holders other than the Stockholders. Prior to such registration being declared effective, the Stockholders holding a majority of the Registrable Securities requesting such Demand Registration Statement) declared effective under registration may withdraw such Demand registration, subject to the Securities Act. Echo shall use its reasonable best efforts to effect the registration provisions of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders or, in the case of a Shelf Registration Statement, any HolderSection 2.1.4 below.

Demand. Subject to the provisions of this Agreement and the LLC Agreement, at At any time and or from time to time during an Exercise Windowtime, one a Holder or more Holders shall have holding a majority of Registrable Securities then outstanding may require the right to require Echo Company to effect the registration under the Securities Act of all or part of the their respective Registrable Securities held by such Holders, including by means of a shelf registration statement pursuant to Rule 415 under the Securities Act if so requested and if Echo is then eligible to use such registration (any such demanded registration that is not an IPO Demand, a “Demand Registration”)Securities, by delivering a written request (a "Holder Demand") therefor to Echo that specifies the Company specifying the number of shares of Registrable Securities held by such Holders to be registered and the intended method of distribution thereof (such a request, a “Holder Demand”)thereof. As promptly as practicable, but no later than two (2) Business Days 10 days after receipt of a Holder Demand, Echo the Company shall give written notice (the “"Demand Exercise Notice”") of the Holder Demand to the Company and all other HoldersHolders of Registrable Securities. Such Holders shall have the option, within five (5) Business Days 20 days after the receipt of the Demand Exercise NoticeNotice (or, 10 days if, at the request of the Initiating Holder, the Company states in such written notice or gives telephonic notice to each Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), to request, in writing, that Echo the Company include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on The Company shall as expeditiously as possible use its best efforts to effect the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for the registration Act of the Registrable Securities which Echo the Company has been so requested by Holders to register pursuant to this Section 2.1 by the Initiating Holder and to any other Holders which have made such written request. The Company shall (i) use its reasonable best efforts to cause the Demand Registration Statement to be promptly (and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method of distribution set forth in a written request delivered by the Majority Participating Holders, which may include, at the option of such Majority Participating Holders, a distribution to, and resale by, the partners of such Holder or Holders or(a "Partner Distribution"), in and (ii) if requested by the case Majority Participating Holders, obtain acceleration of a Shelf Registration Statement, any Holderthe effective date of the registration statement relating to such registration.

Demand. Subject Upon the written request of a Holder or Holders of the lesser of (i) 10% of the Registrable Securities originally issued (without reduction for shares of Common Stock that cease to the provisions be Registrable Securities) and (ii) Registrable Securities having an aggregate Market Value of this Agreement and the LLC Agreementat least $50 million, at any time after an initial public offering of securities of the Company but before the tenth anniversary of the date hereof, requesting that the Company effect an Underwritten Offering of Registrable Securities under the Securities Act and from time specifying the intended method of disposition thereof, the Company will use its commercially reasonable efforts to time during an Exercise Windoweffect, one or more Holders shall have the right to require Echo to effect as expeditiously as possible (and in any event within 60 days), the registration under the Securities Act of all or part the Registrable Securities which the Company has been so requested to register by such Holders of the Registrable Securities held by such HoldersSecurities; provided, including by means however, that the Company shall not be obligated to effect more than an aggregate of a shelf registration statement five (5) demand registrations pursuant to Rule 415 under this Section 3; and provided, further, that no Holder shall deliver a request for a demand registration for a registration to be effective within 180 days following the Securities Act last date on which a Registration Statement filed in respect of the previous registration hereunder, if so requested and if Echo is then eligible any, was effective. Upon receipt of any request for registration pursuant to use such registration (this Section 3 from any such demanded registration that is not an IPO Demand, a “Demand Registration”), by delivering a written request therefor to Echo that specifies the number Holders of Registrable Securities held by such Holders to be registered and Securities, the intended method of distribution thereof (such a request, a “Holder Demand”). As Company shall promptly as practicable, but no later than two (2) Business Days after receipt of a Holder Demand, Echo shall give written notice (the “Demand Exercise Notice”) of the Holder Demand such request to the Company and all other Holders. Such The Company shall include in the requested registration all Registrable Securities requested to be included by such of the other Holders who shall have make such request by written notice to the option, Company delivered within five (5) 15 Business Days after the of their receipt of the Demand Exercise Notice, to request, in writing, that Echo include in such registration any Registrable Securities held by such Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder). If Echo is a WKSI on the date of the Holder Demand, then the Holder Demand may request registration of an unspecified amount of Registrable Securities to be sold by the unspecified Holders. If Echo is not a WKSI on the date of the Holder Demand, then the Holder Demand shall specify the aggregate amount of Registrable Securities to be registered. Echo shall provide to a Holder the information necessary to determine Echo’s status as a WKSI upon request. To the extent Echo is a WKSI at the time any Holder Demand is made to Echo, and such Holder Demand requests that Echo file an automatic shelf registration statement (as defined in Rule 415 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, Echo shall file an automatic shelf registration statement that covers those Registrable Securities which are requested to be registered or, if requested, an unspecified amount of Registrable Securities. Echo shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 415 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effectiveCompany's notice. If the automatic shelf registration statement has been outstanding Company shall receive a request for at least three (3) years, at the end of the third year Echo shall upon request refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when Echo is required to re-evaluate its WKSI status, Echo determines that it is not a WKSI, Echo shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1, and keep such registration statement effective during the period during which such registration statement is required to be kept effective. Echo shall, as expeditiously as reasonably possible, file a registration statement (the “Demand Registration Statement”) with the SEC for inclusion in the registration of the Registrable Securities which Echo has been requested by of additional Holders, it shall promptly so inform the Holders to register who made the initial request for registration. A Holder or Holders requesting a registration pursuant to this Section 2.1 and 3 may, at any time prior to use its reasonable best efforts to cause the Demand effective date of the Registration Statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request. A registration requested pursuant to this Section 3(a) shall not be promptly (deemed to have been effected unless a registration statement with respect thereto has become effective and in any case within 60 days after filing such Demand Registration Statement) declared effective under the Securities Act. Echo shall use its reasonable best efforts to effect the registration of Registrable Securities registered thereunder for distribution in accordance with sale on a firm commitment basis are sold to the intended method underwriters thereunder or are not so sold solely by reason of distribution set forth in a written request delivered an act or omission by the Majority Participating Holders orthereof; provided, in however, that if such registration does not become effective after the case Company has filed it solely by reason of a Shelf Holder's or Holders' refusal to proceed and such refusal to proceed is the second or more such refusal to proceed by a Holder requesting registration under this Section 3 (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company), then such registration shall be deemed to have been effected unless the requesting Holders shall have elected to pay all reasonable out-of-pocket Registration Statement, any HolderExpenses in connection with such registration.