Common use of Publicity and Confidentiality Clause in Contracts

Publicity and Confidentiality. The Echo Parties, the Connect Parties and each Echo Shareholder shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase or decrease its investment in the Company) without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Parties, Echo, the Company or any of their respective Subsidiaries, and agree to keep it confidential, (iii) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders of a party hereto or its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such party, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that that such transferee agrees to be bound by customary confidentiality provisions with respect to any confidential information of the Connect Parties, Echo, the Company and any of their respective Subsidiaries and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, to the extent permitted by applicable law, give the other party(ies) notice of such request and shall cooperate with the other party(ies) at their request so that such party may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party after notice), such disclosing party (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 shall be deemed to restrict any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information of the Company or its Subsidiaries, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries.

Publicity and Confidentiality. The Echo Parties, the Connect Parties Each Stockholder and each Echo Shareholder MCK shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase or decrease its investment in the Company) without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder Stockholder or MCK may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Parties, Echo, the Company or any of their respective SubsidiariesCompany, and agree to keep it confidential, (iii) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons Persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders of a party hereto in such Stockholder or its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such partyStockholder, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party Stockholder or any proposed transferee Transferee in any transfer Transfers of Echo Shares in compliance with this Agreement, in each case, to the extent that that such transferee Transferee agrees to be bound by customary confidentiality provisions with respect to any confidential information of the Connect Parties, Echo, the Company and or any of their respective Subsidiaries Subsidiaries, and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties such Stockholder and each Echo Shareholder MCK shall, to the extent permitted by applicable law, give the other party(ies) Echo notice of such request and shall cooperate with the other party(ies) Echo at their Echo’s request so that such party Echo may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party Echo after notice), such disclosing party Stockholder (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 7.4 shall be deemed to restrict any partyStockholder’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 7.4 to the contrary, each of the Echo PartiesSponsor, the Connect Parties Echo, MCK and each Echo Shareholder Stockholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information of the Company or its SubsidiariesCompany, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo PartiesSponsor, the Connect Parties and each Echo Shareholder Echo, MCK and/or Stockholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party Stockholder may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party Stockholder (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect PartiesEcho or the Company; provided, that Blackstone and H&F shall not provide any non-public financial information or competitively or strategically sensitive information about Echo, the Company or any of their respective SubsidiariesSubsidiaries to (a) any limited partner that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) or (b) to any other Person in the course of investing or fundraising activities that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) and, in any of either (a) or (b), any non-public financial information shall be limited to Blackstone’s and H&F’s valuation of Echo, the Company and their Subsidiaries without providing underlying forecasted financial data or trends; provided, that Blackstone shall be permitted to disclose underlying forecasted financial data or trends to the two co-investors in Echo who have entered into confidentiality agreements which are reasonably acceptable to MCK; provided, further, that in any case Blackstone shall provide prompt written notice of such disclosure to MCK.

Publicity and Confidentiality. The Echo Parties, the Connect Parties and each Echo Shareholder Each Stockholder shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating received pursuant to the Connect Parties, Echo, the Company or any of their respective Subsidiaries this Agreement and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase or decrease its investment in the Company) without the prior written consent of the other Sponsors (not to be unreasonably withheld); provided, provided that such Echo Parties, the Connect Parties and each Echo Shareholder Stockholder may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Parties, Echo, the Company or any of their respective Subsidiaries, information and agree to keep it confidential, (iii) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders of a party hereto in such Stockholder or its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such party, Stockholder and (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that that such transferee agrees to be bound by customary confidentiality provisions with respect to any confidential information of the Connect Parties, Echo, the Company and any of their respective Subsidiaries and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder such Stockholder shall, to the extent permitted by applicable law, give the other party(ies) Company notice of such request and shall cooperate with the other party(ies) Company at their the Company’s request so that such party the Company may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party Company after notice), such disclosing party Stockholder (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 shall be deemed to restrict any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information of the Company or its Subsidiaries, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries.

Publicity and Confidentiality. The Echo Parties, Each of the Connect Parties and each Echo Shareholder parties hereto shall keep confidential this Agreement, Agreement and the transactions contemplated hereby hereby, and any non-public nonpublic information relating to the Connect Partiesreceived pursuant hereto, Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase relating hereto or decrease its investment in the Company) thereto without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, Company and the Connect Parties and each Echo Shareholder may disclose Institutional Investors holding a majority of the then-outstanding Registrable Securities held by all Institutional Investors unless so required by applicable law or any governmental authority or unless such information (ia) as has become generally available is known or becomes known to the publicpublic in general (other than as a result of a breach of this Section 3.05 by such party), (iib) is or has been independently developed or conceived by such party without use of the non-public information received pursuant hereto, or (c) is or has been made known or disclosed to such party by a third party without a breach of any obligation of confidentiality such third party may have to the Company; provided that no such written consent shall be required (and each party shall be free to release such information) for disclosures (a) to its employees and attorneyseach party’s partners, members, advisors, employees, agents, accountants, consultants trustee, attorneys, Affiliates and other professional advisers who need to know investment vehicles managed or advised by such informationparty or the partners, including to the extent necessary to obtain their services members, advisors, employees, agents, accountants, trustee or attorneys of such Affiliates or managed or advised investment vehicles, in connection with monitoring its investment in the Connect Parties, Echo, the Company or any of their respective Subsidiaries, and each case so long as such Persons agree to keep it confidential, such information confidential or (iiib) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders of a party hereto or its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any by law, orderrule or regulation (including, regulationwithout limitation, ruling or stock exchange rules applicable to such party, (vi) as may be required in connection with by a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that that such transferee agrees to be bound by customary confidentiality provisions with respect to any confidential information of the Connect Parties, Echo, the Company and any of their respective Subsidiaries and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, to the extent permitted by applicable law, give the other party(ies) notice of such request and shall cooperate with the other party(ies) at their request so that such party may, at its cost and in its discretion, seek a protective court order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (an applicable governmental or sought by the other party after noticeregulatory authority), such disclosing party (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 shall be deemed to restrict any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 3.05 to the contrary, each Fidelity Management & Research Company (“Fidelity”) and X. Xxxx Price and their respective Affiliates (including, without limitation, the X. Xxxx Price Investors) shall have the right to publicly disclose their investment in the Company (including the name of the Echo Partiescompany, the Connect Parties type and each Echo Shareholder acknowledges and agrees (a) to be bound by the confidentiality provisions number of the LLC Agreement (as defined in shares purchased, and the Echo Connect Stockholders Agreement) with respect to any confidential information size of the Company or its Subsidiaries, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreementinvestment), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries.

Publicity and Confidentiality. The Echo Parties, the Connect Parties Each Stockholder agrees that Confidential Information has been and each Echo Shareholder shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating will be made available to the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement it in connection therewith (with its interest in the Company. Each Stockholder agrees not to divulge or communicate to a third party, or use for any purpose other than as may be necessary to monitor, increase or decrease its in connection with such Stockholder’s investment in the Company) , in whole or in part, Confidential Information, without the prior written consent of the Sponsors (not to be unreasonably withheld)Company; providedprovided that, that such Echo Parties, the Connect Parties and each Echo Shareholder may disclose any such information (i) as has become generally available to the publicConfidential Information may be disclosed if required by applicable law or any governmental authority, and (ii) each Stockholder may disclose Confidential Information to its employees and attorneyspartners (general or limited), members, advisors, employees, agents, accountants, consultants and other professional advisers who need to know such informationattorneys, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Partiesagents, Echo, the Company or any of their respective Subsidiaries, and agree to keep it confidential, (iii) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, representatives or other equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons Persons who have expressed a bona fide interest in becoming limited partners, partners or members in or other equity holders Transferees of a party hereto such Stockholder or its related investment fundsfunds (collectively, the “Representatives”), so long as such Representatives agree in each case who have agreed writing to keep such information confidential. “Confidential Information” means any information concerning this Agreement or the transactions contemplated hereby and any information received by the Stockholder concerning the Company or any of its subsidiaries, including but not limited to their respective business, operations or financial position, furnished to the Stockholders in its capacity as stockholder of the Company; provided that Confidential Information does not include (i) information that was or becomes generally available publicly other than, with respect to a Stockholder, as a result of a disclosure by such Stockholder, in violation of this ‎Section 6.03, (vii) information that was or becomes available to the extent necessary in order to comply with any lawStockholder or a Representative of such Stockholder on a non-confidential basis from a source other than the Company, orderprovided that such source is not known, regulationafter due inquiry, ruling or stock exchange rules applicable to such party, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that that such transferee agrees Stockholder to be bound by customary a confidentiality provisions agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other person with respect to any confidential of such information, (iii) information that the Stockholder or a Representative of the Connect Parties, Echo, the Company and any of their respective Subsidiaries and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available Stockholder independently developed without reference to the public, if such Confidential Information or any derivative thereof or (iv) information is being requested pursuant to that was already in the Stockholder’s possession on a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, non-confidential basis prior to the extent permitted by applicable law, give the other party(ies) notice time of such request and shall cooperate with the other party(ies) at their request so that such party may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party after notice), such disclosing party (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, disclosure to the extent practicable, to a protective order) of any such confidential information in connection with the assertion Stockholder by or defense of any claim; provided, further that nothing in this Section 9 shall be deemed to restrict any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information on behalf of the Company or its SubsidiariesRepresentatives, and if any provision herein provided that the source of such information is in conflict not known, after due inquiry, to such Stockholder to be bound by a confidentiality agreement with the Company or other contractual, legal or fiduciary obligation of confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any other person with respect to any of their respective Subsidiariessuch information. It is understood and agreed that money damages may not be a sufficient remedy for any breach or threatened breach of this Section 6.03, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company may be entitled to seek an injunctive or any other equitable relief. Such remedy will not be deemed to be the exclusive remedy for breach of their respective Subsidiariesthis Section 6.03, but will be in addition to all other remedies available at law or equity to the parties.

Publicity and Confidentiality. The Echo Parties, the Connect Parties and each Echo Shareholder Neither party hereto shall keep confidential this Agreement, the transactions contemplated hereby and issue any non-public information press releases relating to the Connect PartiesWork performed hereunder, Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase or decrease its investment in the Company) without unless the prior written consent is granted by the other party hereto or as is required by applicable law (of any applicable country), including the rules and regulations of the Sponsors Securities and Exchange Commission, and the stock exchange rules or regulations. Each party agrees, for itself and its directors, officers, employees, consultants, representatives, contractors and agents (not a) to be unreasonably withheld)maintain in confidence, the terms and provisions of this Agreement, as well as all data summaries, reports, or information of all kinds, whether oral or written, acquired or devised or developed during the negotiation and administration of this Agreement, except on a need-to-know basis in connection with the performance of this Agreement, and (b) otherwise to reveal the same to other persons or entities only (i) at the written direction of the other party; (ii) in compliance with law or the rules of any stock exchange, in which event the disclosing party shall so notify the other party as promptly as practicable (and, if possible, prior to making any disclosure) and shall seek confidential treatment of such information; (iii) as part of its normal reporting or review procedure to its parent company, its auditors and its attorneys; provided, however, that such Echo Parties, the Connect Parties and each Echo Shareholder may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Parties, Echo, the Company persons or any of their respective Subsidiaries, and entities agree to keep it confidential, (iii) to be bound by the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors provisions of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, this Paragraph; (iv) to persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders of a party hereto or its related investment funds, in each case who have agreed to keep where such information confidential, is part of the public domain or previously disclosed by the other party; (v) to potential investors, insurers or financing entities and the extent necessary in order to comply with any lawagents, orderrepresentative and consultants of the same; provided, regulationhowever, ruling or stock exchange rules applicable to such party, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that that such transferee person agrees to be bound by customary confidentiality the provisions of this Paragraph; (vi) in accordance with respect to any confidential information offering of the Connect Partiessecurities or other financial transaction and, Echoin connection therewith, the Company and any of their respective Subsidiaries and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, to the extent permitted by applicable law, give the other party(ies) notice of such request and disclosing party shall cooperate with the other party(ies) at their request so that such party may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by first notify the other party after notice), such disclosing party (a) shall furnish only that portion of the information whichcontents of the proposed disclosure of its approval, in accordance with which shall not be unreasonable withheld. Notwithstanding the advice of counselforegoing, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 15 shall be deemed to (i) limit or restrict ATC's right to market any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrarySites owned or operated by ATC (including, each of the Echo Partieswithout limitation, the Connect Parties and each Echo Shareholder acknowledges and agrees (abuild-to-suit sites) to be bound third parties following the selection of an such a Site by USWC under any Project Addendum procedure (including the confidentiality provisions of disclosure or reasonably necessary information regarding the LLC Agreement (as defined in USWC's equipment or proposed installation or the Echo Connect Stockholders Agreement) with respect frequencies which USWC intends to any confidential information of operate from the Company or its Subsidiaries, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders AgreementSite), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect or (ii) limit or restrict USWC's or ATC's right to confidential information about the Company and its Subsidiaries and identify USWC's equipment or ATC's facility (bor proposed facility) that each other party may develop at any Site in governmental filings or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiariesmarketing materials.

Publicity and Confidentiality. Except as required by Law, no Party or its advisors shall (a) use the name of any Consenting Noteholder in any public manner (including in any press release) with respect to this Agreement, the Restructuring Transactions or any of the Definitive Documents or (b) disclose to any person (including, for the avoidance of doubt, any other Consenting Noteholder), other than advisors to the Company Parties and the Consenting Investor (who are under obligations of confidentiality to the Company Parties and the Consenting Investor, as applicable, with respect to such disclosure, and whose compliance with such obligations the Company Parties and the Consenting Investor, as applicable, shall be responsible for), the principal amount or percentage of any Claims held by any Consenting Noteholder (including, for the avoidance of doubt, any Claims acquired pursuant to any Transfer) without such Consenting Noteholder’s prior written consent (it being understood and agreed that each Consenting Noteholder’s signature page to this Agreement shall be redacted to remove the name of such Consenting Noteholder and the amount and/or percentage of Claims held by such Consenting Noteholder); provided, however, that (i) if such disclosure is required by Law, advance notice of the intent to disclose, if permitted by applicable Law, shall be given by the disclosing Party to each Consenting Noteholder (who shall have the right to seek a protective order prior to disclosure) and (ii) the foregoing shall not prohibit the disclosure of the aggregate percentage or aggregate principal amount of Claims held by the Consenting Noteholder of the same class, collectively. The Echo Company Parties further agree that such information shall be redacted from “closing sets” or other representations of the fully executed Agreement, any Joinder or Transfer Agreement submitted to any person other than advisors to the Company Parties, the Connect Consenting Investor, and the Ad Hoc Noteholder Group. Notwithstanding the foregoing, the Company Parties will coordinate with Sidley Austin LLP and Moelis & Company LLC, and submit to Sidley Austin LLP and Moelis & Company LLC, and the advisors to the Consenting Noteholders, all press releases, public filings, public announcements, or other communications with any news media, in each Echo Shareholder shall keep confidential case, to be made by any of the Company Parties relating to this Agreement, Agreement or the transactions contemplated hereby and any non-public information relating to the Connect Partiesamendments thereof (each, Echo, the Company or any of their respective Subsidiaries an “Announcement”) and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase or decrease its investment in the Company) without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder may disclose will submit any such information Announcement at least two (i2) as has become generally available to Business Days before the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Parties, Echo, the Company or any of their respective Subsidiaries, and agree to keep it confidential, (iii) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors public disclosure of such equity holders) who have agreed (subject Announcement unless not feasible pursuant to customary exceptions) to keep such information confidential, (iv) to persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders of a party hereto or its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such party, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that that such transferee agrees to be bound by customary confidentiality provisions Law and with respect to any confidential information of the Connect Parties, Echo, the Company and any of their respective Subsidiaries and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless which such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, to the extent permitted by applicable law, give the other party(ies) notice of such request and parties shall cooperate with the other party(ies) at their request so that such party may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party after notice), such disclosing party (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 shall be deemed to restrict any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information of the Company or its Subsidiaries, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiarieshave consent rights.

Publicity and Confidentiality. The Echo Parties, the Connect Parties Each Stockholder and each Echo Shareholder MCK shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase or decrease its investment in the Company) without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder Stockholder or MCK may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Parties, Echo, the Company or any of their respective SubsidiariesCompany, and agree to keep it confidential, (iii) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons Persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders of a party hereto in such Stockholder or its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such partyStockholder, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party Stockholder or any proposed transferee Transferee in any transfer Transfers of Echo Shares in compliance with this Agreement, in each case, to the extent that that such transferee Transferee agrees to be bound by customary confidentiality provisions with respect to any confidential information of the Connect Parties, Echo, the Company and or any of their respective Subsidiaries Subsidiaries, and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties such Stockholder and each Echo Shareholder MCK shall, to the extent permitted by applicable law, give the other party(ies) Echo notice of such request and shall cooperate with the other party(ies) Echo at their Echo’s request so that such party Echo may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party Echo after notice), such disclosing party Stockholder (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 7.4 shall be deemed to restrict any partyStockholder’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 7.4 to the contrary, each of the Echo PartiesSponsor, the Connect Parties Echo, MCK and each Echo Shareholder Stockholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information of the Company or its SubsidiariesCompany, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo PartiesSponsor, the Connect Parties and each Echo Shareholder Echo, MCK and/or Stockholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party Stockholder may develop or receive from third parties The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party Stockholder (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect PartiesEcho or the Company; provided, that Blackstone and H&F shall not provide any non-public financial information or competitively or strategically sensitive information about Echo, the Company or any of their respective SubsidiariesSubsidiaries to (a) any limited partner that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) or (b) to any other Person in the course of investing or fundraising activities that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) and, in any of either (a) or (b), any non-public financial information shall be limited to Blackstone’s and H&F’s valuation of Echo, the Company and their Subsidiaries without providing underlying forecasted financial data or trends; provided, that Blackstone shall be permitted to disclose underlying forecasted financial data or trends to the two co-investors in Echo who have entered into confidentiality agreements which are reasonably acceptable to MCK; provided, further, that in any case Blackstone shall provide prompt written notice of such disclosure to MCK.

Publicity and Confidentiality. The Echo Parties, the Connect Parties Each Stockholder and each Echo Shareholder MCK shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase or decrease its investment in the Company) without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder Stockholder or MCK may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Parties, Echo, the Company or any of their respective SubsidiariesCompany, and agree to keep it confidential, (iii) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons Persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders of a party hereto in such Stockholder or its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such partyStockholder, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party Stockholder or any proposed transferee Transferee in any transfer Transfers of Echo Shares in compliance with this Agreement, in each case, to the extent that that such transferee Transferee agrees to be bound by customary confidentiality provisions with respect to any confidential information of the Connect Parties, Echo, the Company and or any of their respective Subsidiaries Subsidiaries, and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties such Stockholder and each Echo Shareholder MCK shall, to the extent permitted by applicable law, give the other party(ies) Echo notice of such request and shall cooperate with the other party(ies) Echo at their Echo’s request so that such party Echo may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party Echo after notice), such disclosing party Stockholder (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 7.4 shall be deemed to restrict any partyStockholder’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 7.4 to the contrary, each of the Echo PartiesSponsor, the Connect Parties Echo, MCK and each Echo Shareholder Stockholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information of the Company or its SubsidiariesCompany, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo PartiesSponsor, the Connect Parties and each Echo Shareholder Echo, MCK and/or Stockholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party Stockholder may develop or receive from third parties Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party Stockholder (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect PartiesEcho or the Company; provided, that Blackstone and H&F shall not provide any non-public financial information or competitively or strategically sensitive information about Echo, the Company or any of their respective SubsidiariesSubsidiaries to (a) any limited partner that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) or (b) to any other Person in the course of investing or fundraising activities that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) and, in any of either (a) or (b), any non-public financial information shall be limited to Blackstone’s and H&F’s valuation of Echo, the Company and their Subsidiaries without providing underlying forecasted financial data or trends; provided, that Blackstone shall be permitted to disclose underlying forecasted financial data or trends to the two co-investors in Echo who have entered into confidentiality agreements which are reasonably acceptable to MCK; provided, further, that in any case Blackstone shall provide prompt written notice of such disclosure to MCK.

Publicity and Confidentiality. The Echo PartiesJER acknowledges that NHP ----------------------------- is a publicly traded company and, as such, is subject to extensive reporting and disclosure requirements under statutory and common law duties owed to its shareholders and in accordance with applicable securities laws. These requirements include, but are not limited to: (A) filing a copy of this Agreement with the Connect Parties Securities and each Echo Shareholder shall keep confidential this AgreementExchange Commissions, (B) reporting on the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, results of the Company in NHP's filings and/or reports under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and related press releases; and (C) describing the Company and its activities consistent with this Agreement in such filings, reports and/or releases (the "NHP's Unrestricted Disclosures"). "NHP's Unrestricted Disclosures" also includes disclosures of information about the Company by representatives of NHP in the ordinary course of business to The New York Stock Exchange, financial analysts, rating agencies, banks and other similar Persons or institutions, which information is of the same general nature as that disclosed about NHP to such Persons or institutions in its ordinary course of business. Except for NHP's Unrestricted Disclosures, no Member or any of their respective Subsidiaries and its advisors shall not disclose, issue any press release or otherwise make publicize or disclose the terms of this Agreement, the identity of any public statement in connection therewith (other than as Person with whom the Company may be necessary holding discussions with respect to monitorany Target Asset or Project and all other business, increase financial or decrease its investment in other information relating directly to the Company) without the prior written consent conduct of the Sponsors business and affairs of the Company or the relative or absolute rights or interests of any of the Members (collectively, the "Confidential Information") that has not been publicly disclosed pursuant to be unreasonably withheld)the provisions of this Section 14.24 or the ------------- express authorization by the Members; provided, however, that such Echo Parties, the Connect Parties and each Echo Shareholder may disclose "Confidential -------- ------- Information" shall not include any such information that the disclosing Member can establish to have (i) as has become generally available been publicly known prior to disclosure by the publicother Member, (ii) become publicly known, without fault on the part of the disclosing Member subsequent to its employees disclosure by the other Member, (iii) been received by the disclosing Member at any time from a source other than the other Member lawfully having possession of and attorneys, accountants, consultants and other professional advisers who need the right to know disclose such information, including or (iv) been otherwise known by the disclosing Member prior to disclosure by the extent necessary other Member. Each Member represents that it has not and agrees that it shall not (and shall direct its members, shareholders, partners, directors, officers, agents, advisors and Affiliates not to) disclose to obtain their services any Person any Confidential Information or confirm any statement made by third Persons regarding Confidential Information until the Company has publicly disclosed the Confidential Information in connection accordance with monitoring its investment this Section 14.24. Notwithstanding ------------- the foregoing provisions of this Section 14.24, (x) any Member may disclose the ------------- fact that such Member is a participant in the Connect Parties, Echo, Company and/or that the Company or any Subsidiary Company owns the Property; (y) either Member may disclose such Confidential Information in the course of their respective Subsidiariesits normal reporting practices to its members, shareholders, advisors, partners directors, officers, agents, Affiliates, or prospective buyers, operators and lenders with respect to the Projects or the acquisition or financing of any Target Assets, and agree to keep it confidential, (iiiz) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, any such press release or other equity holders disclosure of Confidential Information may be made as required by any applicable law (including the employees and professional advisors of as reasonably interpreted by such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders Member). In case of a party hereto disclosure pursuant to clause (y) or its related investment funds, in each case who have agreed to keep such information confidential, (vz) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such party, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party or any proposed transferee in any transfer in compliance with this Agreement, in each caseabove, to the extent that that determined reasonably possible by the disclosing Member, the disclosing Member shall notify the other Member prior to such transferee agrees to be bound by customary confidentiality provisions disclosure and provide it with respect to any confidential information a copy of the Connect Parties, Echo, the Company proposed disclosure and any of their respective Subsidiaries and/or an up to twenty-four (viii24) in response hour period to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, to the extent permitted by applicable law, give the other party(ies) notice of such request and shall cooperate with the other party(ies) at their request so that such party may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party after notice), such disclosing party (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 shall be deemed to restrict any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information of the Company or its Subsidiaries, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision comment on such Echo Parties, disclosure before the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party may develop or receive from third parties information that disclosure is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries.made). [Signatures on next page]

Publicity and Confidentiality. The Echo Parties, the Connect Parties Each Stockholder and each Echo Shareholder MCK shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase or decrease its investment in the Company) without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder Stockholder or MCK may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Parties, Echo, the Company or any of their respective SubsidiariesCompany, and agree to keep it confidential, (iii) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons who have expressed a bona fide interest in becoming limited partners, Table of Contents members or other equity holders of a party hereto in such Stockholder or its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such partyStockholder, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party Stockholder or any proposed transferee Transferee in any transfer Transfers of Echo Shares in compliance with this Agreement, in each case, to the extent that that such transferee Transferee agrees to be bound by customary confidentiality provisions with respect to any confidential information of the Connect Parties, Echo, the Company and or any of their respective Subsidiaries Subsidiaries, and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties such Stockholder and each Echo Shareholder MCK shall, to the extent permitted by applicable law, give the other party(ies) Echo notice of such request and shall cooperate with the other party(ies) Echo at their Echo’s request so that such party Echo may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party Echo after notice), such disclosing party Stockholder (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 6.4 shall be deemed to restrict any partyStockholder’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 6.4 to the contrary, each of the Echo PartiesSponsor, the Connect Parties Echo, MCK and each Echo Shareholder Stockholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information of the Company or its SubsidiariesCompany, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo PartiesSponsor, the Connect Parties and each Echo Shareholder Echo, MCK and/or Stockholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party Stockholder may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, Echo or the Company or any of their respective SubsidiariesCompany, and that nothing in this Agreement restricts or prohibits any party Stockholder (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, Echo or the Company; provided that Blackstone and H&F shall not provide any non-public financial information or competitively or strategically sensitive information about the Company or any of their respective Subsidiariesits Subsidiaries to (a) any limited partner that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) or (b) to any other Person in the course of investing or fundraising activities that is not subject to customary confidentiality and non-use restrictions with respect to such information (subject to customary exceptions) and, in any of either (a) or (b), any non-public financial information shall be limited to Blackstone’s and H&F’s valuation of the Company and its Subsidiaries without providing underlying forecasted financial data or trends; provided that Blackstone shall be permitted to disclose underlying forecasted financial data or trends to the two co-investors in Echo who have entered into confidentiality agreements which are reasonably acceptable to MCK; provided, further, that in any case Blackstone shall provide prompt written notice of such disclosure to MCK.

Publicity and Confidentiality. The Echo Parties, the Connect Parties and each Echo Shareholder shall keep (a) Confidential Information will ----------------------------- be kept confidential this Agreement, the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclosebe disclosed, issue in whole or in part, to any press release or otherwise make any public statement in connection therewith (person other than as may be necessary affiliates, officers, directors, employees, agents or representatives of a party or a Party's legal counsel or independent auditors, or prospective lenders to monitoreither Party (collectively, increase or decrease its investment in the Company"Representatives") without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such informationConfidential Information for the purpose of negotiating, including executing and implementing this Agreement and the transactions contemplated hereby. Each Party agrees to inform each of its Representatives of the non-public nature of the Confidential Information and to direct such persons to treat such Confidential Information in accordance with the terms of this Section. Each Party agrees to be liable to the extent necessary other Party for any breach of the terms hereof by its Representatives. Nothing herein shall prevent a Party from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) as required by law or upon the request or demand of, or pursuant to obtain their services in connection with monitoring its investment in the Connect Partiesany regulation of, Echo, the Company any regulatory agency or any of their respective Subsidiaries, and agree to keep it confidentialauthority, (iii) to the extent reasonably required in order to comply connection with reporting obligations to its direct or indirect partnersthe exercise of any remedy hereunder, members, or other equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, and/or (iv) to persons who have expressed a bona fide interest in becoming limited partners, members any actual or other equity holders proposed permitted assignee of a party hereto all or part of its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such party, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that rights hereunder provided that such transferee actual or proposed assignee agrees in writing to be bound by customary confidentiality the provisions with respect of this Section. Notwithstanding the foregoing, in the event that either Party intends to disclose any confidential information Confidential Information pursuant to clause (i) or (ii) of the Connect Partiespreceding sentence, Echo, the Company and any of their respective Subsidiaries and/or (viii) in response such Party agrees to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, to the extent permitted by applicable law, give provide the other party(ies) Party with prompt notice of before such request and shall cooperate with the other party(ies) at their request so disclosure in order that such party may, at its cost and in its discretion, seek Party may attempt to obtain a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party after notice), such disclosing party (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances assurance that confidential treatment will be accorded such informationConfidential Information and (y) cooperate with such Party in attempting to obtain such order or assurance. Nothing contained herein shall prevent the use (subject, Each Party agrees that it will maintain all Confidential Information disclosed to the extent practicable, it in strict confidence and will take all reasonable measures to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 shall be deemed to restrict any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by maintain the confidentiality provisions of all such Confidential Information in its possession or control, but in no event less than the LLC Agreement (as defined in measures it uses to maintain the Echo Connect Stockholders Agreement) with respect to any confidential confidentiality of its own information of the Company or its Subsidiaries, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiariesimportance.

Publicity and Confidentiality. The Echo Parties, the Connect Parties and each Echo Shareholder shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase or decrease its investment in the Company) without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Parties, Echo, the Company or any of their respective SubsidiariesCompany, and agree to keep it confidential, (iii) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders of a party Party hereto or its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such partyParty, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, Agreement and/or (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that that such transferee agrees to be bound by customary confidentiality provisions with respect to any confidential information of the Connect Parties, Echo, the Company and any of their respective Subsidiaries and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, to the extent permitted by applicable law, give the other party(ies) Echo Connect notice of such request and shall cooperate with the other party(ies) Echo Connect at their Echo Connect’s request so that such party Echo Connect may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party Echo Connect after notice), such disclosing party Party (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 7.4 shall be deemed to restrict any partyStockholder’s ability to Table of Contents monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information of the Company or its SubsidiariesCompany, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party Party may develop or receive from third parties information that is the same as or similar to the confidential information of Echo Connect Parties, Echo, or the Company or any of their respective SubsidiariesCompany, and that nothing in this Agreement restricts or prohibits any party Party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Echo Connect Parties, Echo, or the Company or any of their respective SubsidiariesCompany.

Publicity and Confidentiality. The Echo Parties, the Connect Parties and each Echo Shareholder shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase or decrease its investment in the Company) without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Parties, Echo, the Company or any of their respective Subsidiaries, and agree to keep it confidential, (iii) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors of such equity holders) Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders of a party hereto or its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such party, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that that such transferee agrees to be bound by customary confidentiality provisions with respect to any confidential information of the Connect Parties, Echo, the Company and any of their respective Subsidiaries and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, to the extent permitted by applicable law, give the other party(ies) notice of such request and shall cooperate with the other party(ies) at their request so that such party may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party after notice), such disclosing party (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 shall be deemed to restrict any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information of the Company or its Subsidiaries, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries. Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Publicity and Confidentiality. The Echo Parties, the Connect Parties and each Echo Shareholder Each Stockholder shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, the Company or any of their respective Subsidiaries its subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase or decrease its investment in the Company) without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder Stockholder may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Parties, Echo, the Company or any of their respective Subsidiaries, information and agree to keep it confidential, (iii) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders of a party hereto in such Stockholder or its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such partyStockholder, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee prospective purchasers in a Proposed Transfer or a Drag Along Transfer (as defined in the Echo Connect Stockholders Agreement) of subject to such party or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that that such transferee agrees to be bound by persons executing customary confidentiality provisions with respect to any confidential information agreements in favor of the Connect Parties, Echo, the Company and any of their respective Subsidiaries Company) and/or (viii) as may be required in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder such Stockholder shall, to the extent permitted by applicable law, give the other party(ies) Company notice of such request and shall cooperate with the other party(ies) Company at their the Company’s request so that such party the Company may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party Company after notice), such disclosing party Stockholder (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 shall be deemed to restrict any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information of the Company or its Subsidiaries, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries.

Publicity and Confidentiality. The Echo Parties, the Connect Parties and each Echo Shareholder shall keep confidential this Agreement, the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclose, issue any press release or otherwise make any public statement in connection therewith (other than as may be necessary to monitor, increase or decrease its investment in the Company) without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such information, including to the extent necessary to obtain their services in connection with monitoring its investment in the Connect Parties, Echo, the Company or any of their respective Subsidiaries, and agree to keep it confidential, (iii) to the extent required in order to comply with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors of such equity holders) The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. who have agreed (subject to customary exceptions) to keep such information confidential, (iv) to persons who have expressed a bona fide interest in becoming limited partners, members or other equity holders of a party hereto or its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such party, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that that such transferee agrees to be bound by customary confidentiality provisions with respect to any confidential information of the Connect Parties, Echo, the Company and any of their respective Subsidiaries and/or (viii) in response to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, to the extent permitted by applicable law, give the other party(ies) notice of such request and shall cooperate with the other party(ies) at their request so that such party may, at its cost and in its discretion, seek a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party after notice), such disclosing party (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances that confidential treatment will be accorded such information. Nothing contained herein shall prevent the use (subject, to the extent practicable, to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 shall be deemed to restrict any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential information of the Company or its Subsidiaries, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries. The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Publicity and Confidentiality. The Echo Parties, the Connect Parties and each Echo Shareholder shall keep (a) Confidential Information will be ----------------------------- kept confidential this Agreement, the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclosebe disclosed, issue in whole or in part, to any press release or otherwise make any public statement in connection therewith (person other than as may be necessary affiliates, officers, directors, employees, agents or representatives of a party or a Party's legal counsel or independent auditors, or prospective lenders to monitoreither Party (collectively, increase or decrease its investment in the Company"Representatives") without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such informationConfidential Information for the purpose of negotiating, including executing and implementing this Agreement and the transactions contemplated hereby. Each Party agrees to inform each of its Representatives of the non-public nature of the Confidential Information and to direct such persons to treat such Confidential Information in accordance with the terms of this Section. Each Party agrees to be liable to the extent necessary other Party for any breach of the terms hereof by its Representatives. Nothing herein shall prevent a Party from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) as required by law or upon the request or demand of, or pursuant to obtain their services in connection with monitoring its investment in the Connect Partiesany regulation of, Echo, the Company any regulatory agency or any of their respective Subsidiaries, and agree to keep it confidentialauthority, (iii) to the extent reasonably required in order to comply connection with reporting obligations to its direct or indirect partnersthe exercise of any remedy hereunder, members, or other equity holders (including the employees and professional advisors of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidential, and/or (iv) to persons who have expressed a bona fide interest in becoming limited partners, members any actual or other equity holders proposed permitted assignee of a party hereto all or part of its related investment funds, in each case who have agreed to keep such information confidential, (v) to the extent necessary in order to comply with any law, order, regulation, ruling or stock exchange rules applicable to such party, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) of such party or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that rights hereunder provided that such transferee actual or proposed assignee agrees in writing to be bound by customary confidentiality the provisions with respect of this Section. Notwithstanding the foregoing, in the event that either Party intends to disclose any confidential information Confidential Information pursuant to clause (i) or (ii) of the Connect Partiespreceding sentence, Echo, the Company and any of their respective Subsidiaries and/or (viii) in response such Party agrees to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, to the extent permitted by applicable law, give provide the other party(ies) Party with prompt notice of before such request and shall cooperate with the other party(ies) at their request so disclosure in order that such party may, at its cost and in its discretion, seek Party may attempt to obtain a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party after notice), such disclosing party (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances assurance that confidential treatment will be accorded such informationConfidential Information and (y) cooperate with such Party in attempting to obtain such order or assurance. Nothing contained herein shall prevent the use (subject, Each Party agrees that it will maintain all Confidential Information disclosed to the extent practicable, it in strict confidence and will take all reasonable measures to a protective order) of any such confidential information in connection with the assertion or defense of any claim; provided, further that nothing in this Section 9 shall be deemed to restrict any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by maintain the confidentiality provisions of all such Confidential Information in its possession or control, but in no event less than the LLC Agreement (as defined in measures it uses to maintain the Echo Connect Stockholders Agreement) with respect to any confidential confidentiality of its own information of the Company or its Subsidiaries, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiariesimportance.

Publicity and Confidentiality. The Echo Parties, the Connect Parties and each Echo Shareholder shall keep (a) Confidential Information will be ----------------------------- kept confidential this Agreement, the transactions contemplated hereby and any non-public information relating to the Connect Parties, Echo, the Company or any of their respective Subsidiaries and shall not disclosebe disclosed, issue in whole or in part, to any press release or otherwise make any public statement in connection therewith (person other than as may be necessary to monitoraffiliates, increase officers, directors, employees, agents or decrease its investment in the Companyrepresentatives of a Party (collectively, "Representatives") without the prior written consent of the Sponsors (not to be unreasonably withheld); provided, that such Echo Parties, the Connect Parties and each Echo Shareholder may disclose any such information (i) as has become generally available to the public, (ii) to its employees and attorneys, accountants, consultants and other professional advisers who need to know such informationConfidential --------------- Information for the purpose of negotiating, including executing and implementing this Agreement and the transactions contemplated hereby. Each Party agrees to inform each of its Representatives of the non-public nature of the Confidential Information and to direct such persons to treat such Confidential Information in accordance with the terms of this Section. Each Party agrees to be liable to the extent necessary other Party for any breach of the terms hereof by its Representatives. Nothing herein shall prevent a Party from disclosing Confidential Information (i) upon the order of any court or administrative agency, (ii) as required by law or upon the request or demand of, or pursuant to obtain their services in connection with monitoring its investment in the Connect Partiesany regulation of, Echo, the Company any regulatory agency or any of their respective Subsidiaries, and agree to keep it confidentialauthority, (iii) to the extent reasonably required in order to comply connection with reporting obligations to its direct or indirect partners, members, or other equity holders (including the employees and professional advisors exercise of such equity holders) who have agreed (subject to customary exceptions) to keep such information confidentialany remedy hereunder, (iv) to persons who have expressed a bona fide interest in becoming limited partners, members Party's legal counsel or other equity holders of a party hereto or its related investment funds, in each case who have agreed to keep such information confidentialindependent auditors, (v) to the extent necessary in order prospective lenders to comply with any law, order, regulation, ruling or stock exchange rules applicable to such partya Party, (vi) as may be required in connection with a registered offering, including any disclosure contemplated under the Registration Rights Agreement, (vii) to any actual or proposed Permitted Transferee (as defined in the Echo Connect Stockholders Agreement) permitted assignee of such party all or any proposed transferee in any transfer in compliance with this Agreement, in each case, to the extent that part of its rights hereunder provided that such transferee actual or proposed assignee agrees in writing to be bound by customary confidentiality the provisions with respect of this Section. Notwithstanding the foregoing, in the event that a Party intends to disclose any confidential information Confidential Information pursuant to clause (i) or (ii) of the Connect Partiespreceding sentence, Echo, the Company and any of their respective Subsidiaries and/or (viii) in response such Party agrees to any summons or subpoena or in connection with any litigation, it being agreed that, unless such information has been generally available to the public, if such information is being requested pursuant to a summons or subpoena or a discovery request in connection with a litigation, (x) the Echo Parties, the Connect Parties and each Echo Shareholder shall, to the extent permitted by applicable law, give provide the other party(ies) Party with prompt notice of before such request and shall cooperate with the other party(ies) at their request so disclosure in order that such party may, at its cost and in its discretion, seek Party may attempt to obtain a protective order or other appropriate remedy, if available, and (y) in the event that such protective order is not obtained (or sought by the other party after notice), such disclosing party (a) shall furnish only that portion of the information which, in accordance with the advice of counsel, is legally required to be furnished and (b) will exercise its reasonable efforts to obtain assurances assurance that confidential treatment will be accorded such informationConfidential Information and (y) cooperate with such Party in attempting to obtain such order or assurance. Nothing contained herein shall prevent Each Party agrees that it will maintain all confidential information described to it in strict confidence and will take all reasonable measures to maintain the use (subject, to the extent practicable, to a protective order) confidentiality of any all such confidential information in connection with its possession or control, but in no event less than the assertion or defense of any claim; provided, further that nothing in this Section 9 shall be deemed measures it uses to restrict any party’s ability to monetize its equity investment in of in compliance with applicable securities laws. Notwithstanding anything in this Section 9 to the contrary, each of the Echo Parties, the Connect Parties and each Echo Shareholder acknowledges and agrees (a) to be bound by maintain the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement) with respect to any confidential its own information of the Company or its Subsidiaries, and if any provision herein is in conflict with the confidentiality provisions of the LLC Agreement (as defined in the Echo Connect Stockholders Agreement), than the more restrictive provision on such Echo Parties, the Connect Parties and each Echo Shareholder shall govern with respect to confidential information about the Company and its Subsidiaries and (b) that each other party may develop or receive from third parties information that is the same as or similar to the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiaries, and that nothing in this Agreement restricts or prohibits any party (by itself or through a third party) from developing, receiving or disclosing such information, or any products, services, concepts, ideas, systems or techniques that are similar to or compete with the products, services, concepts, ideas, systems or techniques contemplated by or embodied in the confidential information of Connect Parties, Echo, the Company or any of their respective Subsidiariesimportance.