Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. If EasyLink proposes to register any of its securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink will at each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities under the Act in connection with a firm commitment underwritten offering Common Shares (other than registrations a registration on Form S-4 or Form S-8, or any successor of either such form, or a registration relating solely for to the registration of shares in connection with an offer and sale to the Company’s employees pursuant to any employee stock plan or other employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Actarrangement), whether or not for sale for EasyLink's own account, and the registration form following a request by an Initial Requesting Holder or Requesting Holder pursuant to be used may be used for the registration of Registrable Securities a Demand Registration Notice (a "“Piggyback Registration"”), EasyLink will at each such time or proposes to conduct a Shelf Takedown from an effective Form S-3 Shelf, whether or not following a request by a Requesting Holder pursuant to a Demand Shelf Takedown Notice (together with a Piggyback Registration, a “Piggyback Takedown”), the Company shall give prompt written notice to all Holders of Registrable Shares of its intention to do so effect such Piggyback Takedown. In the case of a Piggyback Takedown that is a Shelf Takedown, such notice shall be given not less than ten Business Days prior to the expected date of commencement of marketing efforts for such Shelf Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than six Business Days prior to the expected date of filing of such registration statement. The Company shall, subject to the provisions of Section 5(c)(ii) and of Holders's rights under this Section 2.025(c)(iii) below, include in such Piggyback Takedown, as applicable, all Registrable Shares with respect to which the Company has received written requests for inclusion therein within five Business Days after sending the Company’s notice. Upon At least four Business Days prior to the written request pricing of any Holders made within 30 days after Piggyback Takedown, the receipt of any such notice (which request Company shall specify the Registrable Securities intended cause to be disposed delivered to each Holder of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so Shares who requested to register include securities in such Piggyback Takedown, an expected range of prices, as determined by Holdersthe managing underwriters, for such Piggyback Takedown (the “Estimated Pricing Range”). Notwithstanding anything to the extent required contrary contained herein, (A) the Company may determine not to permit proceed with any Piggyback Takedown upon written notice to the disposition Holders of Registrable Shares requesting to include their Registrable Shares in such Piggyback Takedown, and (in accordance with such intended methods thereofB) any Holder of the Registrable Securities so to be registered, provided that if, at any time after Shares may withdraw its request for inclusion by giving written notice to the Company of its intention to register any securities and prior to the effective date of the registration statement filed in connection with withdraw such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereuponrequest; provided that, (i1) other than in the case of an Initial Demand Registration or a determination not Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range, such withdrawal request must be delivered before the later to register, occur of (x) the filing of a preliminary prospectus including such Registrable Shares in the proposed offering and (y) two (2) Business Days prior to pricing of the proposed offering; and (2) the withdrawal shall be relieved irrevocable and after making the withdrawal, a Holder shall no longer have any right to include its Registrable Shares in that Piggyback Takedown. For the avoidance of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith)doubt, without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of an Initial Demand Registration or a determination to delay registering, shall be permitted to delay registering Piggyback Takedown in which the actual pricing is below the lowest price in the Estimated Pricing Range a Holder of Registrable Shares may withdraw its request at any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01time.

Right to Piggyback. If EasyLink (a) Subject to the terms and conditions of this Agreement, whenever the Company proposes to register sell Common Stock in any of its securities under the Act in connection with Underwritten Offering (including any such Underwritten Offering which would also include Registrable Common Securities or Common Stock held by Other Holders, a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"Rights Company Offering”), EasyLink will at each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice least seven (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof7) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and Business Days prior to (i) the effective date of Offering Launch Date for such Piggyback Rights Company Offering or (ii) if a Registration Statement is not effective, filing a Registration Statement with respect to a proposed Piggyback Rights Company Offering, the registration statement filed in connection with such registration, EasyLink Company shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination proposed Piggyback Rights Company Offering to all Notice Holders and(the “Offering Notice”), thereupon, (i) which notice shall offer the Notice Holders the opportunity to include such number of Registrable Common Securities in the case Piggyback Rights Company Offering as each such Notice Holder may request. Subject to Section 3.2(a), each Notice Holder will have the right (“Piggyback Rights”) to include in such Piggyback Rights Company Offering (and Registration Statement, if applicable) any Registrable Common Securities requested to be included by such Notice Holder by notice to the Company provided within four (4) Business Days after the Company provides the Offering Notice; provided, that the Company will not be required to include a Notice Holder’s Registrable Common Securities in any such Piggyback Rights Company Offering if such Notice Holder has not provided to the Company, in writing within such four (4) Business Day period, such information regarding such Notice Holder (including such Notice Holder’s ownership of Registrable Common Securities) as the Company may reasonably request in the Offering Notice in accordance with the provisions of Section 5.2, if not previously provided (including in a determination not Notice and Questionnaire). Each Notice Holder that has provided notice to register, shall be relieved the Company within such four (4) Business Day-period requesting to include any of its obligation to register any Registrable Securities in connection with such registration Piggyback Rights Company Offering agrees that, if any information contained in the Notice and Questionnaire that it most recently provided to the Company is incorrect, then it will provide a new Notice and Questionnaire within such four (but 4) Business Day-period, and, in the absence of receiving a new Notice and Questionnaire within such period, the Company will be entitled to assume that all information in the most recent Notice and Questionnaire provided by such Notice Holder is correct. Notwithstanding anything to the contrary, (x) this Section 3.1 will not from its obligation apply to pay the registration expenses under Section 2.05 in connection therewithany offering of preferred securities (other than Preferred Stock), without prejudicedebt securities or debt securities convertible into or exchangeable for, howeveror warrants exercisable for, or other rights to acquire, Common Stock notwithstanding that the rights related registration statement registers the issuance of Holders to request that Common Stock upon conversion, exchange or exercise of such registration be effected as a Mandatory Registration under Section 2.01debt securities, warrants or rights; and (iiy) in the case of no Holder that is not a determination Notice Holder will have any rights pursuant to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Article III.

Right to Piggyback. If EasyLink Following the expiration of the Lock-up Period, whenever the Company proposes to register any of its securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at a Demand Registration or any time before all registration effected pursuant to Form X-0, X-0 or any successor forms and other than a registration relating solely to the sale of securities to participants in a Company plan, a registration relating to a reorganization of the Registrable Company or other transaction under Rule 145 of the Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or a registration on any form that does not for include substantially the same information as would be required to be included in a Registration Statement covering the sale for EasyLink's own account, of Registrable Securities) and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice (but in no event less than twenty (20) calendar days prior to Holders the proposed filing of such Registration Statement) to all holders of Registrable Securities of its intention to do so effect such a registration, setting forth (to the extent then known) the principal terms and conditions of Holders's rights under such issuance, including the anticipated proposed offering price (or range of offering prices), the anticipated date of the filing of the Registration Statement and the number and type of securities to be registered, and shall, subject to the other provisions of this Section 2.02. Upon 4.2, include in such registration all Registrable Securities with respect to which the Company has received written request of any Holders made requests for inclusion therein within 30 ten (10) calendar days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securitiesCompany’s notice. No registration of Registrable Securities effected under this Section 2.02 shall 4.2 will relieve EasyLink the Company of any of its obligation obligations to effect registrations of Investor Registrable Securities pursuant to Section 4.1 hereof. The election by any Mandatory Registration upon request under holder of Registrable Securities not to exercise its rights to have any or all of its Registrable Securities registered pursuant to this Section 2.014.2 shall not affect its rights as to future issuances.

Right to Piggyback. If EasyLink Each time BBUC proposes to (a) register any of its equity securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01an Excluded Registration) at under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBUC or the account of any time before all securityholder of the Registrable Securities are eligible for public resale by Holders BBUC or (b) sell any of its equity securities (other than pursuant to Rule 144(kan Excluded Registration) under the Actand with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, whether or not for sale for EasyLink's own account, (clause (a) and the registration form (b) are each referred to be used may be used for the registration of Registrable Securities (as a "“Piggyback Registration"”), EasyLink will at each such time BBUC shall give prompt written notice to Holders each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its intention Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to do the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so and advise BBUC in writing (stating the number of Holders's rights under this Section 2.02. Upon the written request of any Holders made Registrable Shares desired to be registered) within 30 three (3) days after the receipt date of any such notice from BBUC (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition or within one (in accordance with such intended methods thereof1) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) Business Day in the case of a determination not “bought deal” financing). Any Holder shall have the right to registerwithdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, shall be relieved Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBUC of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudicewithdrawal provided, however, that such request is made prior to the rights execution of Holders an underwriting agreement (or similar agreement) with respect to request such offering. Subject to Section 2.2.2 below, BBUC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BBUC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be effected as registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BBUC concerning a Mandatory proposed Piggyback Registration under pursuant to this Section 2.01, and (ii) 2.2.1 until such information becomes available in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01public domain.

Right to Piggyback. If EasyLink Until such time as the Purchaser Group ceases to Beneficially Own at least 5% (which percentage may be adjusted in accordance with Section 2.1(e)(v)) of the Fully-Diluted Shares, each time the Company proposes to register any of its securities under the Act in connection with a firm commitment underwritten offering Common Stock (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01an Excluded Registration) at any time before all under the Securities Act for sale to the public (whether for the account of the Registrable Securities are eligible for public resale by Holders Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 144(k) 415 under the Act, whether or not for sale for EasyLink's own account, Securities Act and the form of registration form statement to be used may be used for permits the registration of Registrable Securities Shares, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, EasyLink will at each WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such time give prompt notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to Holders the Company of its intention such withdrawal. Subject to do subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so and requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Holders's Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 2.02. Upon 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the written request Purchaser Representative shall be deemed to have been given to all members of any Holders made within 30 days after the receipt Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof)Purchaser Group, EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, except to the extent required to permit the disposition (explicitly specified in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01notice.

Right to Piggyback. If EasyLink Premier or any other Person that has demand registration rights (a “Third Party Holder”) proposes to register any shares of its securities Class A Common Stock under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely a registration on Form S-4 or S-8, or any successor or other forms promulgated for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"similar purposes), EasyLink will Premier will, at each such time time, give prompt written notice to Holders the Limited Partners of its intention to do so register such shares of Class A Common Stock and of Holders's the Limited Partners’ rights under this Section 2.02Agreement. Upon the written request of any Holders Limited Partner made within 30 days 15 Business Days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereofsuch Limited Partner), EasyLink subject to applicable vesting restrictions set forth in the LP Agreement, Premier will use its reasonable commercial efforts to effect the registration under the Securities Act of all Registrable Securities which EasyLink Premier has been so requested to register by Holdersthe Limited Partners; provided, to the extent required to permit the disposition however, that (in accordance with such intended methods thereofA) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink Premier or such Third Party Holder shall determine for any reason not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold thereby, EasyLink Premier may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, each Limited Partner and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such terminated registration and (but not from its obligation B) if such registration involves an underwritten offering, all Limited Partners requesting to pay be included in the registration expenses under Section 2.05 in connection therewith), without prejudice, however, of Premier or such Third Party Holder shall enter into an agreement with the underwriters to sell their Registrable Securities to the rights of Holders underwriters selected by Premier or such Third Party Holder on substantially the same terms and conditions as apply to request that Premier or such registration Third Party Holder, with such differences, including with respect to indemnification as may be effected as a Mandatory Registration under customary or appropriate in combined primary and secondary offerings. The registrations provided for in this Section 2.012(c) are in addition to, and (iinot in lieu of, registrations made in accordance with Section 2(a) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01and 2(b).

Right to Piggyback. If EasyLink Xxxx.xxx proposes to register any of its securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by the Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLinkXxxx.xxx's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink Xxxx.xxx will at each such time give prompt written notice to all Holders of its intention to do so and of such Holders's ' rights under this Section 2.02. Upon the written request of any Holders such Holder made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders such Holder and the intended method of distribution thereof), EasyLink Xxxx.xxx will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink Xxxx.xxx has been so requested to register by Holdersthe Holders thereof, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink Xxxx.xxx shall determine for any reason not to register or to delay registration of such securities, EasyLink Xxxx.xxx may, at its election, give written notice of such determination to Holders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders any Holder entitled to do so to request that such registration be effected as a Mandatory Demand Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink Xxxx.xxx of its obligation to effect any Mandatory Demand Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink Each time Parent proposes to register any of its equity securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(kan Excluded Registration) under the Act, whether or not Securities Act for sale for EasyLink's own account, and to the registration form public or sell equity securities pursuant to be used may be used a previously effective Shelf Registration (whether for the registration account of Registrable Securities Parent or the account of any security holder of Parent) (a "“Piggyback Registration"”), EasyLink will at each such time Parent shall give prompt written notice to Holders each Holder of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice Registrable Securities (which request notice shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition given not less than (in accordance with such intended methods thereofx) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and ten (10) Business Days prior to the effective anticipated filing date of the Parent’s registration statement filed in connection with such registration, EasyLink shall determine for any reason and (y) not less than five (5) Business Days prior to register or to delay registration the filing of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) a preliminary prospectus supplement in the case of a determination not Shelf Registration), which notice shall offer each such Holder the opportunity to register, shall be relieved include any or all of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith)statement or Shelf Registration, without prejudice, however, subject to the rights limitations contained in Section 2.2.2 hereof. Each such Holder who desires to have its Registrable Securities included in such registration statement or Shelf Registration shall give written notice to Parent (stating the number of Holders shares desired to request be registered) within ten (10) Business Days after the date of such notice from Parent; provided that such registration notice shall be effected as a Mandatory Registration under Section 2.01, and given within five (ii5) Business Days after the date of such notice from Parent in the case of a determination Shelf Registration. Any notice given by a Holder pursuant to delay registering, the preceding sentence shall be permitted treated as a Notice of Exchange (as defined in the Exchange Agreement and subject to delay registering all of the terms thereof) in respect of all Registrable Securities requested to be included in the Piggyback Registration. Any such Holder shall have the right to withdraw such Holder’s request for inclusion of such Holder’s Registrable Securities in any registration statement or Shelf Registration pursuant to this Section 2.2.1 by giving written notice to Parent of such withdrawal. Subject to Section 2.2.2 below, Parent shall include in such registration statement all such Registrable SecuritiesSecurities so requested to be included therein; provided, for however, that Parent may at any time withdraw or cease proceeding with any such registration statement or Shelf Registration if it shall at the same period as time withdraw or cease proceeding with the delay registration or sale of all other equity securities originally proposed to be registered. Notwithstanding anything to the contrary in registering such other securities. No registration effected under this Section 2.02 2.2.1, Parent shall relieve EasyLink of its have no obligation to provide notice of or to effect a Piggyback Registration with respect to any Mandatory Holder of Registrable Securities who at such time is not permitted due to the restrictions set forth in the Exchange Agreement to effect an Exchange (as defined therein); provided, that clause (y) of the proviso in Section 2.01(a) with respect to the Minimum Amount (as defined in the Exchange Agreement) shall not apply to any Exchange to the extent the amount of a Holder’s Registrable Securities included in a Piggyback Registration upon request under is reduced pursuant to Section 2.012.2.2.

Right to Piggyback. If EasyLink Whenever the Company proposes to register an offering of any of its securities under the Securities Act (other than (i) pursuant to the Resale Shelf Registration Statement, (ii) pursuant to a Demand Registration, (iii) pursuant to a Takedown Demand, (iv) in connection with registrations on Form S-4 or S-8 promulgated by the Commission or any successor forms, (v) a registration relating solely to employment benefit plans, (vi) in connection with a firm commitment underwritten offering registration the primary purpose of which is to register debt securities, or (other than registrations solely for vii) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01Registrable Securities) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders all Investor Parties (which notice shall be held in confidence by the Investor Parties until the offering is publicly disclosed) of its intention to do so effect such a Piggyback Registration and, subject to the terms of Sections 3(c) and of Holders's rights 3(d) hereof, shall include in such Piggyback Registration (and in all related registrations or qualifications under this Section 2.02. Upon the written request of blue sky laws or in compliance with other registration requirements and in any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of related underwriting) all Registrable Securities with respect to which EasyLink the Company has been so requested to register by Holders, to received written requests for inclusion therein within five (5) Business Days after the extent required to permit the disposition (in accordance with such intended methods thereof) delivery of the Registrable Securities so to be registered, Company’s notice; provided that if, any such other Investor Party may withdraw its request for inclusion at any time after giving written notice of its intention prior to register any securities and executing the underwriting agreement or, if none, prior to the effective date of the applicable registration statement filed in connection with such registrationbecoming effective. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, Investor Parties shall be relieved notified by the Company of its obligation to register any Registrable Securities in connection with such registration (and shall have the right, but not from its obligation the obligation, to pay the registration expenses under Section 2.05 participate in connection therewithany offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Takedown”), without prejudice, however, subject to the rights of Holders same limitations that are applicable to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Piggyback Registration.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its equity securities (including any proposed registration of the Company’s securities by any third party) under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than (i) pursuant to a Demand Registration, which is governed by Section 2.011, or (ii) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Acta registration on Form S-4 or S-8 or any successor or similar forms), whether or not for sale for EasyLink's its own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders all holders of Registrable Securities of its intention to do so effect such a registration (which notice shall be given at least 20 days prior to the date the applicable registration statement is to be filed) and, subject to Sections 2(c) and of Holders's rights 2(d), shall include in such registration (and in all related registrations and qualifications under this Section 2.02. Upon state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which the Company has received written request of any Holders made requests for inclusion therein within 30 15 days after the receipt of any the Company’s notice. Notwithstanding the provisions of this Section 2(a) to the contrary, as long as the Company determines that such notice (which request shall specify delay would not impair the ability of holders of Registrable Securities intended to participate in such registration (e.g., because the registration statement therefor is likely to be disposed of reviewed by Holders the Securities and Exchange Commission and/or such offering will not be completed until at least 20 days after the intended method of distribution thereofregistration statement therefor is filed), EasyLink will use its reasonable commercial efforts to effect the Company may delay the notice of a Piggyback Registration until the day after the registration statement with respect to such Piggyback Registration is filed, in which case, subject to the remainder of this Section 2, the Company shall include in such registration (and in all related registrations and qualifications under the Act of state blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Securities with respect to which EasyLink the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice; provided that in no event shall such Demand Registration be closed unless such notice has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and least 20 days prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01closing thereof.

Right to Piggyback. If EasyLink Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Corporation proposes to register any of its securities file a registration statement under the Securities Act in connection with a firm commitment underwritten respect to an offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, Common Stock whether or not for sale for EasyLink's its own accountaccount (other than a registration statement (i) on Form X-0, and the registration form to be used may be used for the registration of Registrable Securities Xxxx X-0 or any successor forms thereto or (a "Piggyback Registration"ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), EasyLink will at then, each such time after the Initial Public Offering, the Corporation shall give prompt written notice of such filing no later than ten days prior to Holders the filing date (the “Piggyback Notice”) to all of its intention the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to do so and include (or cause to be included) in such registration statement the number of Holders's rights under this Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 2.024(b) hereof, the Corporation shall include in each such Piggyback Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within ten days after notice has been given to the applicable holder. Upon The Corporation shall not be required to maintain the written request effectiveness of any Holders made within 30 the Registration Statement for a Piggyback Registration beyond the earlier to occur of (i) 180 days after the receipt effective date thereof and (ii) consummation of any such notice (which request shall specify the Registrable Securities intended to be disposed of distribution by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) holders of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior included in such Registration Statement. Notwithstanding anything to the effective date of the registration statement filed contrary in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereuponthis Agreement, (i) in connection with a Demand Notice for an Initial Public Offering in which the case Sponsor Investor Shareholder is selling (or causing to be sold) shares of Common Stock beneficially owned by it in any such Initial Public Offering on a determination not to registersecondary basis, the Corporation shall be relieved required to deliver a Piggyback Notice and in such event all such holders of its obligation to register any Registrable Securities shall have the right to participate in such offering on a pro rata basis (based on the number of shares of Common Stock the Sponsor Investor Shareholder is proposing to sell in such Initial Public Offering) with the Sponsor Investor Shareholder (it being understood that in connection with any Initial Public Offering in which the Sponsor Investor Shareholder is not selling (or causing to be sold) shares of Common Stock beneficially owned by it on a secondary basis, no such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration Piggyback Notice need be effected as a Mandatory Registration under Section 2.01, sent) and (ii) in the case no member of a determination to delay registering, senior management who has been provided with piggyback rights shall be permitted to delay registering exercise such rights (x) in connection with an Initial Public Offering, unless the Sponsor Investor Shareholder consents thereto in writing, and (y) in connection with any other Public Offering, unless the Sponsor Investor Shareholder is selling Registrable Securities, for the same period as the delay Securities in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01transaction.

Right to Piggyback. If EasyLink The Holders of the Registrable Securities are hereby granted the following piggyback registration rights with respect to the Registrable Securities. Whenever NationsRent proposes to register any of its securities under the Act in connection with file a firm commitment underwritten offering (registration statement, other than registrations solely pursuant to Section 1(a) above, for the registration of shares of its Common Stock in connection with an employee benefit plan underwritten primary public offering on behalf of NationsRent or a merger or consolidation and an underwritten secondary public offering on behalf of other than pursuant to Section 2.01) at any time before all of persons who are not the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities Securities, NationsRent will, prior to such filing, give fifteen (a "Piggyback Registration"), EasyLink will at each such time give prompt 15) days prior written notice to the Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon and, upon the written request of any the Holders made given within 30 ten (10) days after the receipt of any such notice (which request shall specify notice, NationsRent shall, subject to the terms of this Agreement, use its best reasonable efforts to cause the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink NationsRent has been so requested to register by Holders, such Holders to be registered under the Securities Act to the extent required necessary to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that iftheir sale. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink NationsRent shall determine for any reason (other than by reason of acts or omissions attributable to any of the Holders) either not to register or to delay registration of such securities, EasyLink NationsRent may, at its election, give written notice of such determination to Holders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to do so to request that such registration be effected as a Mandatory Registration registration under Section 2.011(a), and (ii) in the case of a determination to delay registeringregistration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 2(a) shall relieve EasyLink NationsRent of its obligation to effect any Mandatory Registration registration upon request under Section 2.011(a), nor shall any such registration hereunder be deemed to have been effected pursuant to Section 1(a).

Right to Piggyback. If EasyLink proposes Subject to register any the last sentence of its securities under this Section 2.2(a), and the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) conditions set forth herein, at any time before all following completion of the Registrable Securities are eligible for public resale by Holders pursuant Company IPO, whenever the Company proposes to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities conduct a Public Offering (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give all Stockholders prompt written notice thereof (but not less than ten (10) business days prior to Holders the filing by the Company with the Commission of its intention any registration statement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum, the number of securities proposed to do so be registered, the proposed date of filing of such registration statement with the Commission, the proposed method of distribution, the proposed managing underwriter or underwriters (if any and if known), and a good faith estimate by the Company of Holders's rights under this Section 2.02the proposed minimum offering price of such securities. Upon the written request of any Holders made a Stockholder given within 30 ten (10) business days after the of such Stockholder’s receipt of any such notice the Piggyback Notice (which written request shall specify the number of Registrable Securities intended to be disposed of by Holders such Stockholder and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the Company shall include in such registration under the Act of all Registrable Securities with respect to which EasyLink the Company has been so requested received such written requests for inclusion; provided that (x) any Stockholder who seeks to register by Holders, to the extent exercise his rights under this Section 2.2(a) shall be required to permit exchange his, her or its JGWPT Holdings Common Interests for Class A Shares within ten (10) days of such Stockholder’s receipt of the disposition Piggyback Notice; provided, however, that any exchange pursuant to clause (in accordance with such intended methods thereofx) above may be made contingent upon the sale of the Registrable Securities so issued upon such exchange pursuant to be registeredsuch Piggyback Registration, provided it being understood that if, at any time after giving written notice of its intention to register any securities and such contingent exchange shall become effective immediately prior to the effective date such sale of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink From and after the effective date of this Agreement until such time as none of the Covered Securities remain subject to the provisions of the Escrow Agreement, whenever the Company proposes to register any class of its common stock for sale under the Securities Act of 1933, as amended, for its own account or for the account of any holder of its securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders PFS and each of the Frost Group Shareholders of its intention to do so effect such a registration and will provide the Frost Group Shareholders and PFS the opportunity to include in such registration up to one-half of Holders's rights under this Section 2.02the class of Covered Shares subject to the Escrow Agreement at the time of such Piggyback Registration, subject to the provisions of paragraph (c) below. Upon the written request of If PFS or any Holders made within 30 days after the receipt of Frost Group Shareholder desires to include in any such notice (which request shall specify registration statement all or part of the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (Covered Shares in accordance with such intended methods thereof) the provisions of Section 3 of the Registrable Securities Escrow Agreement, he shall, within 20 days after receipt of the above-described notice from the Company, so notify the Company in writing (the “Election Notice”); provided, however, that PFS shall not have the right to include any Covered Shares in a registration statement unless the price at which the Covered Shares are being offered obtained is at least the Purchase Price per share as set forth in the SPA, subject to adjustment in the event of any stock splits or combinations, stock dividends or distributions, or similar transactions involving the Covered Shares. Such Election Notice shall state the number of Covered Shares which such Frost Group Shareholder or PFS requests to be registered, provided that if, at included in such registration. If PFS or any time after giving written notice Frost Group Shareholder decides not to include all or any part of its intention to register his Covered Shares in any securities and prior to the effective date of the registration statement filed by the Company, he shall nevertheless continue to have the right to include any Covered Shares in connection with such registrationany subsequent registration statement or registration statements as may be filed by the Company, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in all upon the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, terms and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01conditions set forth herein.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities under the Securities Act (which, for the avoidance of doubt, includes the registration of Class A Shares under the Securities Act for an underwritten public primary offering by the Company for the ultimate benefit of holders of Registrable Securities (i.e., where the Company primarily uses the proceeds from the sale of Class A Shares issued by the Company in an underwritten Public Offering to purchase Registrable Securities from holders of Registrable Securities (a “Synthetic Secondary Offering”)), other than (i) pursuant to a Demand Registration or a Shelf Registration (including any related Shelf Offering), in which case the ability of a holder of Registrable Securities to participate in such Demand Registration or Shelf Offering shall be governed by Section 2, (ii) in connection with the issuance by the Company of Class A Shares in the IPO (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option granted to the managing underwriters), (iii) in connection with registrations on Form S-4 or S-8 promulgated by the SEC (or any successor or similar forms), (iv) in connection with a firm commitment underwritten offering registration the primary purpose of which is to register debt securities (other than registrations solely for the registration of shares i.e., in connection with an employee benefit plan a so-called “equity kicker”), (v) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), or a merger or consolidation and other than (vi) pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountRequired Shelf Registration Statement, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders all holders of securities subject to registration rights of its intention to do so effect such Piggyback Registration and, subject to the terms of Section 3(c) and of Holders's rights Section 3(d), shall include in such Piggyback Registration (and in all related registrations or qualifications under this Section 2.02. Upon blue sky laws and in any related underwriting) all securities with respect to which the Company has received written request of any Holders made requests for inclusion therein within 30 20 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) delivery of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Company’s notice.

Right to Piggyback. If EasyLink proposes to register National Beef or any of its securities under the Act in connection with other Person that has demand registration rights (a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01“Third Party Holder”) at any time before all after the expiration of any underwriter lock-up period applicable to the Registrable Securities are eligible for public resale by Holders pursuant IPO proposes to Rule 144(k) register shares of Common Stock under the ActSecurities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for EasyLink's its own account, and the registration form to be used may be used for the in a manner which would permit registration of Registrable Securities (a "Piggyback Registration")for sale to the public under the Securities Act, EasyLink will National Beef will, at each such time time, give prompt written notice to Holders the Founding Members of its intention to do so and of Holders's the Founding Members’ rights under this Section 2.02Agreement. Upon the written request of any Holders Founding Member made within 30 10 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereofsuch Founding Member), EasyLink National Beef will use its reasonable commercial best efforts to effect the registration under the Securities Act of all Registrable Securities which EasyLink National Beef has been so requested to register by Holdersthe Founding Members; provided, to the extent required to permit the disposition however, that (in accordance with such intended methods thereofa) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink National Beef or such Third Party Holder shall determine for any reason not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, EasyLink National Beef may, at its election, give written notice of such determination to Holders each Founding Member and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01terminated registration, and (iib) if such registration involves an underwritten offering, all Founding Members requesting to be included in National Beef’s or such Third Party Holder’s registration shall enter into an agreement with the case of a determination underwriters to delay registering, shall be permitted sell their Registrable Securities to delay registering any Registrable Securities, for the underwriters selected by National Beef or such Third Party Holder on substantially the same period terms and conditions as the delay apply to National Beef or such Third Party Holder, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in registering such other securitiescombined primary and secondary offerings. No registration effected under The registrations provided for in this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under 2(b) are in addition to, and not in lieu of, registrations made in accordance with Section 2.012(a).

Right to Piggyback. If EasyLink Subject to the last sentence of this paragraph (1), whenever the Company proposes to register any of its securities Common Shares under the Act in connection with a firm commitment underwritten offering (Securities Act, other than registrations solely for the a registration of shares statement on Form S-4 or S-8 (or any successor forms or comparable foreign forms) or filed in connection with an employee benefit plan exchange offer or an offering of securities solely to the Company’s existing stockholders (a merger or consolidation and other than pursuant to Section 2.01“Proposed Registration”) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of the Registrable Securities (a "“Piggyback Registration"”), EasyLink the Company will at each such time give prompt written notice to Holders WP and the GW Shareholders of its intention to do so effect such a registration and of Holders's rights under this will, subject to Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any 3(a)(2) hereof, include in such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of Piggyback Registration all Registrable Securities with respect to which EasyLink the Company has been so requested to register by Holders, to received written requests for inclusion therein from WP and the extent required to permit the disposition (in accordance with such intended methods thereof) GW Shareholders within 15 days after receipt of the Registrable Securities so to be registeredCompany’s notice, provided that if, at any time after giving written notice of its intention to register any securities Common Shares and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securitiesshares, EasyLink the Company may, at its election, give written notice of such determination to Holders each holder of Registrable Securities and, thereupon, (ia) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01registration, and (iib) in the case of a determination to delay in registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securitiesshares. No Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration effected has been received will be registered by the Company and offered to the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to similar securities of the Company included in the Proposed Registration. If the Company proposes, in conjunction with a Piggyback Registration, to file a prospectus with any Canadian securities regulatory authority or otherwise to qualify the Common Shares for distribution in any province of Canada (a “Canadian Offering”), each holder of Registrable Securities shall be entitled, subject to applicable Canadian securities law, to participate in such Canadian Offering to the same extent and on the same terms and conditions (before, during and after the Canadian Offering), mutatis mutandis, as such holder is entitled to participate in the Piggyback Registration under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Agreement.

Right to Piggyback. If EasyLink the Company (i) proposes to register any of its securities file a registration statement under the Securities Act in connection with a firm commitment underwritten respect to an offering of any equity securities (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than except pursuant to Section 2.01) at registrations on Form S-4 or any time before all of the Registrable Securities are eligible for public resale by Holders successor form, or on Form S-8 or any successor form relating solely to securities issued pursuant to Rule 144(kany benefit plan) under the Act, whether or not for sale for EasyLink's own account, and the registration on a form to be used may be used for the that would permit registration of Registrable Securities for sale to the public under the Securities Act or (ii) proposes to file an initial prospectus supplement to a "Piggyback Registration"registration statement with respect to an offering of its common stock on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give written notice of such proposed filing to Stockholder not less than 21 days before the anticipated filing date, describing in reasonable detail the proposed offering (including the number and class of securities proposed to be offered, the proposed date of filing of such registration statement or prospectus supplement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement or prospectus supplement), EasyLink will at each and offering Stockholder the opportunity to register and offer such time give prompt written notice to Holders number of its intention to do so and Registrable Securities of Holders's rights under this Section 2.02the same class as those being offered by the Company as the Stockholder may request. Upon the written request of any Holders made within 30 Stockholder, received by the Company no later than 10 days after receipt by the receipt Stockholder of the notice sent by the Company, to register and offer, on the same terms and conditions as the securities otherwise being sold pursuant to such registration statement or prospectus supplement, any such notice of Stockholder’s Registrable Securities of the same class as those being offered (which request shall specify the Registrable Securities intended to be disposed of by Holders and state the intended method of distribution thereofdisposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), EasyLink the Company will use its reasonable commercial efforts to effect the registration under the Act of all cause such Registrable Securities as to which EasyLink has registration shall have been so requested to register by Holders, to the extent required to permit the disposition (be included in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement or prospectus supplement proposed to be filed in connection with such registration, EasyLink shall determine for any reason not by the Company on the same terms and conditions as the securities otherwise being sold pursuant to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration statement or prospectus supplement (but not from a “Piggyback Registration”); provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of Stockholder, delay or abandon the proposed offering in which a Stockholder had requested to participate pursuant to this Section 4(a) or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or prospectus supplement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify the Stockholder and the Company shall incur no liability for its failure to complete any such offering other than its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for its own account or for the registration account of shares in connection with an employee benefit plan or a merger or consolidation and any other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountPerson), and the registration form proposed to be used may be used for to register the registration resale of Registrable Securities (each, a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to Holders the anticipated filing date of the Registration Statement relating to such registration) to the Stockholder of its intention to do so effect such a registration and shall use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received a written request from the Stockholder for inclusion therein within five (5) Business Days following the Stockholder’s receipt of Holders's rights the Company’s notice. If the Stockholder proposes to distribute its securities through a Piggyback Registration that involves an underwriter(s), it shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Stockholder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (ii) the liability of any Stockholder shall be limited as provided in Section 7(b) hereof and (iii) the Stockholder shall complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement. For the avoidance of doubt, the Stockholder may not request that a Piggyback Registration involve the use of an underwriter. No registration effected under this Section 2.02. Upon 2 shall relieve the written request Company of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts obligations to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register a Demand Registration required by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, Section 1. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 2(a)3(a) and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, the Company shall give written notice of to the Stockholder (if participating in such determination to Holders Piggyback Registration) and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01registration.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities (the “Priority Securities”) under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to (1) a Demand Registration, for which “piggyback” rights are provided in Section 2.013 hereof, (2) at any time before all the Warrant Shelf Registration Statement, (3) the Common Stock Shelf Registration Statement (except to the extent specifically referred to in Section 2(b) hereof), (4) a registration of the Registrable Securities are eligible for public issuance by the Company, or the resale by Holders pursuant any holder of Partnership Units, of any securities of the Company issued upon redemption of such Partnership Units, (5) a registration statement on Form S-8 or Form S-4 or any similar form or (6) a registration the primary purpose of which is to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountregister debt securities), and the a registration form to be used in such registration may be used for the registration of Registrable Securities of the same class (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice (a “Piggyback Notice”) to all Holders of Registrable Securities of such class (including, in the case of a Piggyback Registration involving Common Stock, all Partnership Unit Holders for purposes of this Section 4 but subject to Section 4(e) hereof and all applicable restrictions and limitations on the redemption of Partnership Units set forth in the ARC LP Partnership Agreement, in order to afford such Holders the opportunity to participate in such Piggyback Registration through a redemption of Partnership Units in exchange for shares of Common Stock to be sold in the related offering) of its intention to do so effect such a registration. Subject to Section 4(c) and 4(d), the Company shall include in any such registration by it all Registrable Securities of Holders's rights under this Section 2.02. Upon the same class as the securities being registered with respect to which it has received written request of any requests for inclusion therein from the Holders made thereof within 30 20 days after the receipt of any the Company’s Piggyback Notice; provided, however, that (A) if such notice (which request shall specify the Piggyback Registration involves an underwritten offering, all Holders of Registrable Securities intended requesting to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the included in such registration under the Act of all must sell their Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required underwriters selected by the Company on the same terms and conditions as apply to permit the disposition Company, and each such Holder (including Partnership Unit Holders who request to be included in accordance such registration) shall, if requested by the underwriters, enter into a customary holdback agreement with respect to such intended methods thereof) of the Holder’s Registrable Securities so to be registeredas contemplated by Section 5(a) hereof, provided that (B) if, at any time after giving written notice pursuant to this Section 4(a) of its intention to register any securities Priority Securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securitiesPriority Securities, EasyLink may, at its election, the Company shall give written notice to all Holders of such determination to Holders and, thereupon, (i) in the case of a determination not to register, Registrable Securities and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request of Registrable Securities under Section 3), (C) in the event of the initial public offering by the Company of shares of Common Stock, the Company may determine, in its sole and absolute discretion, that such registration be effected as registered offering shall not constitute a Mandatory Piggyback Registration for purposes of this Section 4 only, and in the event of such a determination no Holder shall have any rights under this Section 2.014 with respect to such offering, and (iiD) it shall be a condition to the participation by any Partnership Unit Holder in any such Piggyback Registration that no provision of the ARC LP Partnership Agreement shall prohibit or restrict the redemption by such Partnership Unit Holder of any Partnership Units as to which such Partnership Unit Holder has made a request hereunder for inclusion in such Piggyback Registration and that (1) in the case of an underwritten offering, such Partnership Unit Holder shall have delivered to ARC LP a determination Redemption Notice Package not less than five (5) Business Days prior to delay registeringthe closing date of such offering, and (2) in the case of any other offering, such Partnership Unit Holder shall be permitted have delivered to delay registering any ARC LP a Redemption Notice Package a reasonable time prior to the proposed sale of such Holder’s Registrable SecuritiesSecurities in such offering, for as determined by the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Company.

Right to Piggyback. If EasyLink Commencing on the date on which the holders of Registrable Securities are first entitled to request the Demand Registration pursuant to paragraph 1(b) above, whenever BCI proposes to register any of shares of its securities under the Act in connection with a firm commitment underwritten offering Common Stock (other than registrations solely for shares of Common Stock underlying any option, warrant, or convertible debt or other security) under the registration of shares in connection with an employee benefit plan or a merger or consolidation and Securities Act (other than pursuant to Section 2.01the Demand Registration) at any time before all in either an underwritten public offering or in connection with registration of Common Stock for resale on the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, markets and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink will at each such time BCI shall give prompt written notice (in any event within five business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to Holders the holders of Registrable Securities of its intention to do so and of Holders's rights under this Section 2.02. Upon effect such a registration and, subject to the provisions hereof, shall include in such registration all Registrable Securities with respect to which BCI has received written request of any Holders made requests for inclusion therein within 30 15 days after the receipt date of its notice. Notwithstanding anything herein to the contrary, BCI shall not be required to effect any registration of Registrable Securities under this paragraph 2: (i) incidental to the registration of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationmergers, EasyLink shall determine for any reason not acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans, or incidental to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case filing of a determination registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC, or (ii) if the Piggyback Registration is a primary registration on behalf of BCI (whether or not to register, shall be relieved of underwritten) and BCI determines in its obligation to register reasonable judgment that including any Registrable Securities in connection with such registration (but not from its obligation to pay the will adversely effect such primary registration expenses under Section 2.05 or BCI's objectives in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink Each time the Company proposes to register any shares of its securities under the Act in connection with a firm commitment underwritten offering Common Stock (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.012.2 or pursuant to an Excluded Registration) at any time before all for sale to the public (whether for the account of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(kCompany or the account of any security holder of the Company) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders each Holder of Registrable Shares not less than fifteen (15) days prior to the anticipated filing date of the Company’s registration statement. Such notice shall offer each such Holder the opportunity to include any or all of its intention Registrable Shares in such registration statement, subject to do the limitations contained in Section 2.3(b) hereof. Each Holder who desires to have its Registrable Shares included in such registration statement shall so and advise the Company in writing (stating the number of Holders's rights under this Section 2.02. Upon the written request of any Holders made shares desired to be registered) within 30 fifteen (15) days after the receipt of any such notice (which request shall specify from the Registrable Securities intended to be disposed of by Holders and Company. In the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect event the registration under statement is not declared effective within ninety (90) days following the Act initial filing of such registration statement, unless a road show for an underwritten offering pursuant to such registration statement is actually in progress at such time, the Company shall promptly provide a new written notice to all Holders of Registrable Securities which EasyLink has been Shares giving them another opportunity to elect to include Registrable Shares in the pending registration statement. Each Holder receiving such new written notice shall have the same rights afforded above. Subject to Section 2.3(b) below, the Company shall include in such registration statement all such Registrable Shares so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, included therein; provided that if, the Company may at any time after giving written notice of its intention to register withdraw or cease proceeding with any securities and prior to such registration if it shall at the effective date of same time withdraw or cease proceeding with the registration statement filed in connection of all other equity securities originally proposed to be registered and shall provide each Requesting Holder with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give prompt written notice of such determination withdrawal or cessation; provided, further that any Holder shall have the right to Holders and, thereupon, withdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any registration statement pursuant to this Section 2.3(a) by giving written notice to the Company of such withdrawal at least fifteen (i15) in the case of a determination not days prior to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01statement becoming effective.

Right to Piggyback. If EasyLink Subject to the terms and conditions hereof, whenever the Company proposes to register any of its equity securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely a registration by the Company on a registration statement on Form S-4 or a registration statement on Form S-8 or any successor forms thereto), whether for its own account or for the registration account of shares in connection with an employee benefit plan or other Persons that do not constitute Stockholders, (each such registration, a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give the Global Stockholders prompt written notice thereof (but not less than ten business days prior to Holders the initial filing by the Company with the Commission of its intention the registration statement or prospectus supplement with respect thereto). Such notice (a “Piggyback Notice”) shall specify, at a minimum and as applicable, the number or aggregate dollar amount of equity securities proposed to do so be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution, the proposed managing underwriter or underwriters (if any and if known) and a good faith estimate by the Company of Holders's rights under this Section 2.02the proposed minimum offering price of such equity securities. Upon the written request of any Holders made Global Stockholder on behalf of any Person that on the date of the Piggyback Notice constitutes a Stockholder (such Person, a “Piggyback Seller”) given within 30 ten days after such Piggyback Notice is received by the receipt of any such notice Global Stockholders (which request shall (x) specify the number of Registrable Securities then presently intended to be disposed of by Holders such Piggyback Seller and (y) provide a representation from the intended method of distribution thereofproposed selling Stockholder that all such shares proposed for sale constitute Registrable Securities), EasyLink will the Company, subject to the terms and conditions of this Agreement, shall use its reasonable commercial best efforts to effect the registration under the Act of cause all such Registrable Securities held by Piggyback Sellers with respect to which EasyLink the Company has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with received such intended methods thereof) of the Registrable Securities so written requests for inclusion to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed included in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Piggyback Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for on the same period terms and conditions as the delay Company’s equity securities being sold in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Piggyback Registration.

Right to Piggyback. If EasyLink Each time BIPC proposes to (a) register any of its equity securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01an Excluded Registration) at under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BIPC or the account of any time before all securityholder of the Registrable Securities are eligible for public resale by Holders BIPC) or (b) sell any of its equity securities (other than pursuant to Rule 144(kan Excluded Registration) under the Actand with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, whether or not for sale for EasyLink's own account, (clause (a) and the registration form (b) are each referred to be used may be used for the registration of Registrable Securities (as a "Piggyback Registration"), EasyLink will at each such time BIPC shall give prompt written notice to Holders each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its intention Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to do the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so and advise BIPC in writing (stating the number of Holders's rights under this Section 2.02. Upon the written request of any Holders made Registrable Shares desired to be registered) within 30 three (3) days after the receipt date of any such notice from BIPC (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition or within one (in accordance with such intended methods thereof1) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) Business Day in the case of a determination not "bought deal" financing). Any Holder shall have the right to registerwithdraw such Holder's request for inclusion of such Holder's Registrable Shares in any Registration Statement, shall be relieved Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BIPC of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudicewithdrawal provided, however, that such request is made prior to the rights execution of Holders an underwriting agreement (or similar agreement) with respect to request such offering. Subject to Section 2.2.2 below, BIPC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BIPC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be effected as registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BIPC concerning a Mandatory proposed Piggyback Registration under pursuant to this Section 2.01, and (ii) 2.2.1 until such information becomes available in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01public domain.

Right to Piggyback. If EasyLink So long as the Holders beneficially own more than 16.0% of the Company's $0.01 par value common stock ("Common Stock"), whenever the Company proposes to register any of its securities under the Act Common Stock in connection with a firm commitment proposed underwritten public offering (a "Public Offering")(including any proposed registration of the Company's Common Stock by any third party in connection with a Public Offering) under the Securities Act (other than registrations solely for the registration of shares in connection with an employee registrations on SEC Forms S-4, S-8 or any successor or similar forms or on SEC Form S-0 xx xxxnection with a business combination or exchange offer, dividend reinvestment and/or direct investment plan, any employment benefit plan or a merger the exercise or consolidation and other than pursuant to Section 2.01conversion by employees or lenders of options, warrants or similar rights) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink will at each such time the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to do so and effect such a registration. The Holders shall keep such notice strictly confidential until the Company has made a public announcement of Holders's rights under this Section 2.02the proposed Public Offering. Upon The Company thereafter shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written request of any requests from the Holders made for inclusion therein within 30 20 days after the Holders' receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof)Company's notice; provided, EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holdershowever, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving such written notice of its intention to register any securities Common Stock and prior to the effective date of the registration statement filed in connection with such registration, EasyLink if the Company shall determine determine, in its sole discretion, for any reason not to register or to delay registration of such securitiesproceed with the registration, EasyLink may, at its election, the Company shall give written notice of such determination to the Holders and, thereupon, (i) in and thereupon the case of a determination not to register, Company shall be relieved of its have no further obligation to register any such Registrable Securities in connection with such registration (but proposed Public Offering. Such termination of a Public Offering shall not relieve the Company from its obligation to pay the registration expenses under Section 2.05 Registration Expenses to the extent incurred in connection therewiththerewith as provided in Section 1(b), without prejudice, however, or from its obligations hereunder with respect to the rights any other Public Offering or a registration of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01terminated Public Offering.

Right to Piggyback. If EasyLink at any time after consummation of the IPO the Corporation proposes to register any of its equity securities under the Securities Act in connection with a firm commitment underwritten the public offering of such securities (other than registrations solely for the a registration of shares in connection with an relating to employee or director benefit plan plans or a merger corporate reorganization, mergers or consolidation and other than pursuant to Section 2.01) at acquisition, or a registration on any time before all form that does not permit inclusion of sales of Registrable Securities), whether such offering is a primary offering by the Corporation or a secondary offering by holders of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether Corporation's securities or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities both (a "Piggyback Registration"), EasyLink the Corporation will at each such time give prompt written notice to Holders all holders of Registrable Securities of its intention to do so and effect such a registration as soon as practicable, but in no event less than 20 days prior to the anticipated filing date of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any initial registration statement related thereto; provided, that such notice (which request shall specify indicate the Registrable Securities intended to be disposed number of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so shares proposed to be registered, provided that the proposed means of distribution of such securities and the proposed managing underwriters of such offering, if any. Subject to the provisions of Sections 4(b) and (c), the Corporation will include in such Piggyback Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within 20 days after delivery of the Corporation's notice. The holders of Registrable Securities will be permitted to withdraw all or any part of such holder's Registrable Securities from a Piggyback Registration at any time prior to the date such Piggyback Registration becomes effective with the SEC; provided, however, if the Piggyback Registration is an underwritten offering and there is an underwriting agreement in place, the holders of Registrable Securities may do so only on the reasonable and customary terms agreed upon by the managing underwriters for such offering. If a Piggyback Registration is an underwritten offering effected (i) under Section 4(b), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Corporation or (ii) under Section 3(a) or 4(c), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being sold by the Person or Persons who initiated the Piggyback Registration under Section 3(a) or 4(c). The foregoing notwithstanding, if, at any time after giving written notice of its intention to register any securities and a Piggyback Registration but prior to the effective date of the registration statement filed in connection with such registrationtherewith, EasyLink the Corporation shall determine for any reason not to register or the securities described in its notice of its intention to delay file a registration of such securitiesstatement, EasyLink may, at its election, the Corporation shall give prompt written notice of such determination to Holders and, thereupon, (i) in the case holders of a determination not to register, Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01registration.

Right to Piggyback. If EasyLink Whenever the Company proposes to register offer any of its securities under the Act Common Stock (a “Piggyback Takedown”) pursuant to a Registration Statement in connection with a firm commitment any underwritten offering of Common Stock (including an “at-the-market offering” or a “registered direct offering”) whether for its own account or for the account of holders of the Company’s securities (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01Holders) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"“Other Holders”), EasyLink will at each such time the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to do so and effect such Piggyback Takedown. In the case of Holders's rights a Piggyback Takedown that is an underwritten offering under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any a shelf Registration Statement, such notice (which request shall specify be given not less than ten Business Days prior to the Registrable Securities intended expected date of commencement of marketing efforts for such Piggyback Takedown. In the case of a Piggyback Takedown that is an underwritten offering under a Registration Statement that is not a shelf Registration Statement, such notice shall be given not less than ten Business Days prior to be disposed the expected date of by Holders filing of such Registration Statement. The Company shall, subject to the provisions of Section 3.2 and the intended method of distribution thereof)Section 3.3, EasyLink will use its reasonable commercial efforts to effect the registration under the Act of include in such Piggyback Takedown, as applicable, all Registrable Securities with respect to which EasyLink the Company has been so requested received written requests for inclusion therein within ten Business Days after sending the Company’s notice and shall file any post effective amendment or Prospectus supplement necessary to register by Holders, include such Registrable Securities. Notwithstanding anything to the extent required contrary contained herein, (i) the Company may determine not to permit proceed with any Piggyback Takedown upon written notice to the disposition (in accordance with such intended methods thereof) Holders of the Registrable Securities so requesting to be registered, provided that if, at include their Registrable Securities in such Piggyback Takedown; and (ii) any time after Holder of Registrable Securities may withdraw its request for inclusion by giving written notice to the Company of its intention to register withdraw that registration. For purposes of this Section 3, with respect to any securities and prior Piggyback Takedown undertaken by the Company within one year of the Effective Date, the term “Holder” shall be deemed to include not only the Holders, but also all holders of the Company’s Common Stock who received such Common Stock pursuant to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, Rights Offering (i) as defined in the case Plan) and such holders’ shares of a determination not to register, Common Stock shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any considered Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities under the Securities Act (which, for the avoidance of doubt, includes the registration of Class A Shares under the Securities Act for an underwritten public primary offering by the Company for the ultimate benefit of holders of Registrable Securities (i.e., where the Company primarily uses the proceeds from the sale of Class A Shares issued by the Company in an underwritten Public Offering to purchase Registrable Securities from holders of Registrable Securities (a “Synthetic Secondary Offering”)), other than (i) pursuant to a Demand Registration or a Shelf Registration (including any related Shelf Offering), in which case the ability of a holder of Registrable Securities to participate in such Demand Registration or Shelf Offering shall be governed by Section 2, (ii) in connection with the issuance by the Company of Class A Shares in the loanDepot IPO (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option granted to the managing underwriters), (iii) in connection with registrations on Form S-4 or S-8 promulgated by the SEC (or any successor or similar forms), (iv) in connection with a firm commitment underwritten offering registration the primary purpose of which is to register debt securities (other than registrations solely for the registration of shares i.e., in connection with an employee benefit plan a so-called “equity kicker”), (v) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), or a merger or consolidation and other than (vi) pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountRequired Shelf Registration Statement, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders all holders of Registrable Securities of its intention to do so effect such Piggyback Registration and, subject to the terms of Section 3(c) and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof3(d), EasyLink will use its reasonable commercial efforts to effect the registration shall include in such Piggyback Registration (and in all related registrations or qualifications under the Act of blue sky laws and in any related underwriting) all Registrable Securities with respect to which EasyLink the Company has been so requested to register received written requests for inclusion therein within 20 days after delivery of the Company’s notice; provided that a Demand Party may provide by Holders, written notice to the extent required Company that no holder of Other Investor Registrable Securities or any securities that are not Registrable Securities will have the right to permit the disposition include such securities in such Piggyback Registration (in accordance with which case the Company need not give such intended methods thereof) of the Registrable Securities so notice to be registered, provided that if, at such holders or include any time after giving written notice of its intention to register any such securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewithPiggyback Registration), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its equity securities under the 1933 Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all a transaction described in Rule 145 of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act1933 Act or on Form S-4 or S-8), whether or not for sale for EasyLink's its own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink Company will at each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, proposed filing to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, Purchasers (i) in all cases at least 30 days before the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, anticipated effective date and (ii) in the case of a determination proposed registration in connection with the exercise of any demand registration rights (other than the demand registration rights under Section 15.1 hereof) within five (5) Business Days after the Company receives notice of such demand. Such notice shall offer the Purchasers the opportunity to delay registeringregister such amount of their Registrable Securities as they shall request (a "PIGGYBACK REGISTRATION") subject to Sections 15.2(b) and 15.2(c) hereof. Subject to Sections 15.2(b) and 15.2(c) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after such notice has been given by the Company to the Purchasers; provided that the Company (as determined by the Board) may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other securities originally proposed to be registered thereunder (but shall still be obligated to pay all Registration Expenses in connection therewith), PROVIDED, HOWEVER, that any such withdrawal or termination shall be without prejudice to the rights of the Purchasers to cause such registration to be effected pursuant to a registration under Section 15.1 hereof. If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. The Purchasers shall be permitted to delay registering withdraw all or part of the Registrable Securities from a Piggyback Registration at any Registrable Securities, for time prior to the same period as effective time of such Piggyback Registration unless the delay in registering Purchasers have otherwise agreed with the underwriters of such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01offering.

Right to Piggyback. If EasyLink Each time BBP proposes to (a) register any of its equity securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01an Excluded Registration) at under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BBP or the account of any time before all securityholder of the Registrable Securities are eligible for public resale by Holders BBP) or (b) sell any of its equity securities (other than pursuant to Rule 144(kan Excluded Registration) under the Actand with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, whether or not for sale for EasyLink's own account, (clause (a) and the registration form (b) are each referred to be used may be used for the registration of Registrable Securities (as a "“Piggyback Registration"”), EasyLink will at each such time BBP shall give prompt written notice to Holders each Holder of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice Registrable Units (which request notice shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition given not less than twenty (in accordance with such intended methods thereof20) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and days prior to the effective anticipated filing date of the registration statement filed in connection with such registrationBBP’s Registration Statement, EasyLink shall determine for any reason Shelf Registration or Prospectus, as applicable, or not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, less than ten (i10) days in the case of a determination not “bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to registerinclude any or all of its Registrable Units in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Units included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BBP in writing (stating the number of Registrable Units desired to be relieved registered) within ten (10) days after the date of its obligation to register any Registrable Securities in connection with such registration notice from BBP (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and or within one (ii1) Business Day in the case of a determination “bought deal” financing). Any Holder shall have the right to delay registeringwithdraw such Holder’s request for inclusion of such Holder’s Registrable Units in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BBP of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BBP shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Units so requested to be permitted to delay registering included therein; provided, however, that BBP may at any Registrable Securities, for time withdraw or cease proceeding with any such registration or sale if it shall at the same period as time withdraw or cease proceeding with the delay in registering such registration or sale of all other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation equity securities originally proposed to effect any Mandatory Registration upon request under Section 2.01be registered or sold.

Right to Piggyback. If EasyLink Whenever either (i) the Company proposes to register undertake an underwritten Public Offering of any of its equity securities under the Securities Act in connection with a firm commitment underwritten offering for its own account (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01a Demand Registration or Underwritten Shelf Takedown hereunder or a Rule 145 transaction under the Securities Act) at in which the Founders and/or Carlyle Partners and/or any time before all other common equityholder of the Registrable Securities are eligible Company choose to include equity securities of the Company for public registration and resale by Holders pursuant or (ii) the Company proposes to Rule 144(k) undertake an underwritten Public Offering of its equity securities under the ActSecurities Act for the account of any of the Founders and/or Carlyle Partners and/or any other common equityholder of the Company and, whether or not for sale for EasyLink's own accountin any case, and the registration form to be used may be used for the registration of any Registrable Securities (a "“Piggyback Registration"”) (except Forms S-4 or S-8), EasyLink the Company will use reasonable efforts (based on the nature and circumstances of the Public Offering) to provide notice thereof to those Holders who are not restricted from Transferring Registrable Securities at each the time of such time give prompt written notice proposed Public Offering (it being understood that with respect to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any “bought” deals or overnight transactions such notice (which request shall specify may be impractical) and, should the Holders and/or other holders of equity securities of the Company take all actions requested of them in a timely fashion, the Company will use reasonable efforts to include in such registration the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition other equity securities (in accordance with the priorities set forth in Section 4.2) with respect to which the Company has received written requests for inclusion (which requests shall specify the number of equity securities desired to be registered by such intended methods thereofHolders or other holders, as applicable). In the event that the Company (other than pursuant to any agreement in place prior to September 17, 2007) grants “piggy back” rights to any common equityholder of the Registrable Securities so Company to be registered, provided that if, at include equity securities for registration and resale in the registration whenever the Company proposes to undertake an underwritten Public Offering of any time after giving written notice of its intention to register equity securities exclusively for its own account, the words “in which the Founders and/or Carlyle Partners and/or any securities and prior to the effective date other common equityholder of the Company choose to include equity securities of the Company for registration statement filed and resale” in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, clause (i) in the case of a determination not to register, this Section 4.1 shall be relieved of its obligation deemed to register any Registrable Securities in connection with be deleted from such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01clause.

Right to Piggyback. If EasyLink Subject to the last sentence of this paragraph (1), whenever the Company proposes to register any shares of its securities Common Stock under the Act in connection with a firm commitment underwritten offering (at any time after the Second Anniversary, other than registrations solely for the (A) a registration of shares statement on Form S-4 or S-8 (or any successor forms or comparable foreign forms) or filed in connection with an employee benefit plan exchange offer or (B) an offering of securities solely to the Company’s existing shareholders (a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account“Proposed Registration”), and the registration form to be used may be used for the registration of the Registrable Securities (a "“Piggyback Registration"”), EasyLink the Company will at each such time give prompt written notice to Holders each Original Shareholder of its intention to do so effect such a registration and of Holders's rights under this will, subject to Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any 4(a)(2) hereof, include in such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of Piggyback Registration all Registrable Securities with respect to which EasyLink the Company has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) received written requests for inclusion therein from each Original Shareholder within 15 days after receipt of the Registrable Securities so to be registeredCompany’s notice, provided that if, at any time after giving written notice of its intention to register any securities shares of Common Stock and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securitiesshares, EasyLink the Company may, at its election, give written notice of such determination to Holders each holder of Registrable Securities and, thereupon, (i1) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01registration, and (ii2) in the case of a determination to delay in registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securitiesshares. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by the Company and offered to the public pursuant to this Section 4 on the same terms and subject to the same conditions applicable to similar securities of the Company included in the Proposed Registration. No Original Shareholder will be entitled to include Registrable Securities pursuant to this Section 4(a) (1) in a registration effected statement relating to the initial public offering of shares of Common Stock (or securities exchangeable or exercisable for or convertible into Common Stock, or the Common Stock underlying such exchangeable or convertible securities). If the Company proposes, in conjunction with a Piggyback Registration, to file a prospectus with any Canadian securities regulatory authority or otherwise to qualify the shares of Common Stock for distribution in any province of Canada (a “Canadian Offering”), the Original Shareholders shall be entitled to participate in such Canadian Offering to the same extent and on the same terms and conditions (before, during and after the Canadian Offering), mutatis mutandis, as they are entitled to participate in the Piggyback Registration under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Agreement.

Right to Piggyback. If EasyLink The Holders of the Registrable Securities are hereby granted the following piggyback registration rights with respect to the Registrable Securities. Whenever NationsRent proposes to register any of its securities under the Act in connection with file a firm commitment underwritten offering (registration statement, other than registrations solely pursuant to Section 1(a) above, for the registration of shares of its Common Stock in connection with an employee benefit plan underwritten primary public offering on behalf of NationsRent or a merger or consolidation and an underwritten secondary public offering on behalf of other than pursuant to Section 2.01) at any time before all of persons who are not the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities Securities, NationsRent will, prior to such filing, give fifteen (a "Piggyback Registration"), EasyLink will at each such time give prompt 15) days prior written notice to the Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon and, upon the written request of any of the Holders made given within 30 ten (10) days after the receipt of any such notice (which request shall specify notice, NationsRent shall, subject to the terms of this Agreement, use its best reasonable efforts to cause the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink NationsRent has been so requested to register by Holders, such Holders to be registered under the Securities Act to the extent required necessary to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that iftheir sale. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink NationsRent shall determine for any reason (other than by reason of acts or omissions attributable to any of the Holders) either not to register or to delay registration of such securities, EasyLink NationsRent may, at its election, give written notice of such determination to Holders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to do so to request that such registration be effected as a Mandatory Registration registration under Section 2.011(a), and (ii) in the case of a determination to delay registeringregistration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 2(a) shall relieve EasyLink NationsRent of its obligation to effect any Mandatory Registration registration upon request under Section 2.011(a), nor shall any such registration hereunder be deemed to have been effected pursuant to Section 1(a).

Right to Piggyback. If EasyLink the Company at any time proposes to register any of its securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for on Form S-4 or S-8 or the registration of shares in connection equivalent thereof) with respect to an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for underwritten public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, offering and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities, the Company will give prompt written notice to all holders of Registrable Securities of its intent to do so. Within 30 days after receipt of such notice, any Stockholder which is a holder of Registrable Securities may by written notice to the Company request the registration by the Company under the Securities Act of Registrable Securities in connection with such proposed registration by the Company under the Securities Act of securities (a "Piggyback Registration"), EasyLink will at each such time give prompt . Such written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request Company shall specify the Registrable Securities intended to be disposed of by Holders such Stockholders and the intended method of distribution thereof). Upon receipt of such request, EasyLink the Company will use its reasonable commercial best efforts to effect the registration register under the Securities Act of all Registrable Securities which EasyLink the Company has been so requested to register by Holdersregister, to the extent required requisite to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered; provided, provided however, that if, if at any time after giving written notice of its intention intent to register any securities and prior to before the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, EasyLink shall determine the Company determines for any reason not to register or to delay registration of such securities, EasyLink the Company may, at its election, give written notice of such determination to Holders the Stockholders requesting such Piggyback Registration, and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration Piggyback Registration (but not from its obligation to pay the registration expenses under pursuant to Section 2.05 in connection therewith), 5 hereof) without prejudice, however, to the rights of Holders any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a Mandatory Demand Registration under Section 2.012 hereof, and (ii) in the case of a determination to delay registering, shall be permitted to the Company may delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 3 shall relieve EasyLink the Company of its obligation to effect any Mandatory Demand Registration upon request under Section 2.012 hereof.

Right to Piggyback. If EasyLink Commencing on the date on which the holders of Registrable Securities are first entitled to request the Demand Registration pursuant to paragraph 1(b) above, whenever BCI proposes to register any of shares of its securities under the Act in connection with a firm commitment underwritten offering Common Stock (other than registrations solely for shares of Common Stock underlying any option, warrant, or convertible debt or other security) under the registration of shares in connection with an employee benefit plan or a merger or consolidation and Securities Act (other than pursuant to Section 2.01the Demand Registration) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink will at each such time BCI shall give prompt written notice (in any event within five business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to Holders all holders of Registrable Securities of its intention to do so effect such a registration and of Holders's rights under this Section 2.02. Upon the shall include in such registration all Registrable Securities with respect to which BCI has received written request of any Holders made requests for inclusion therein within 30 15 days after the receipt date of its notice. Notwithstanding anything herein to the contrary, BCI shall not be required to effect any registration of Registrable Securities under this paragraph 2: (i) incidental to the registration of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationmergers, EasyLink shall determine for any reason not acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans, or incidental to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case filing of a determination registration statement for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC, or (ii) if the Piggyback Registration is a primary registration on behalf of BCI (whether or not to register, shall be relieved of underwritten) and BCI determines in its obligation to register reasonable judgment that including any Registrable Securities in connection with such registration (but not from its obligation to pay the will adversely effect such primary registration expenses under Section 2.05 or BCI's objectives in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink on or after the first anniversary of the Operative Date and prior to the 18 month anniversary of the Operative Date, Parent proposes to register Parent Common Stock (for its own account or for the account of any other holder of its securities securities) under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to a Demand Registration which shall be governed by Section 2.012, and registrations on Form S-4 (or F-4) at or Form S-8 or on any time before all of the Registrable Securities are eligible successor or other form promulgated for public resale by Holders pursuant similar purposes or relating to a Rule 144(k145 transaction) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders all holders of Registrable Securities of its intention to do so and of Holders's rights under this Section 2.02. Upon effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written request of any Holders made within 30 days after the receipt of any such notice requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by Holders and such Holder) within 21 days after such holders receive the intended method of distribution thereof)Company’s notice; provided, EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition that (in accordance with such intended methods thereofi) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securitiesproceed with the proposed registration, EasyLink the Company may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case each holder of a determination not to register, Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the case of a determination Company’s registration must sell their Registrable Securities to delay registering, such underwriters who shall be permitted to delay registering any Registrable Securities, for have been selected by the Company on the same period terms and conditions as apply to the delay Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01combined primary and secondary offerings.

Right to Piggyback. If EasyLink If, at any time after the IPO, WIND proposes to register any of its securities file a registration statement under the Securities Act in connection with a firm commitment underwritten respect to an offering of Common Equity Securities (other than registrations a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto, (ii) filed solely for the registration of shares in connection with an exchange offer or any employee benefit or dividend reinvestment plan or a merger or consolidation and other than (iii) filed pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act2 hereof), whether or not for sale for EasyLink's its own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration")then, EasyLink will at each such time time, WIND shall give prompt written notice of such proposed filing at least fifteen (15) days before the anticipated filing date (the “Piggyback Notice”) to Holders all of its intention the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to do so and include in such registration statement the number of Holders's Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to subsection (b) hereof, WIND shall include in each such Piggyback Registration all Registrable Securities with respect to which WIND has received written requests for inclusion therein within ten (10) days after notice has been given to the applicable holder. The holders of Registrable Securities exercising their rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice subsection (which request a) shall specify the Registrable Securities intended be permitted to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of withdraw all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) or part of the Registrable Securities so to be registered, provided that if, from a Piggyback Registration at any time after giving written notice of its intention to register any securities and prior to the effective date of such Piggyback Registration. WIND shall not be required to maintain the registration statement filed in connection with such registration, EasyLink shall determine effectiveness of the Registration Statement for any reason not a Piggyback Registration beyond the earlier to register or to delay registration occur of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in 180 days after the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in the case of such Registration Statement; provided, however, that any Stockholder owning Common Equity Securities that has been included in such Registration Statement may request that such Common Equity Securities be removed from such Registration Statement, in which event WIND shall promptly either withdraw such Registration Statement or file a determination post-effective amendment to delay registering, shall be permitted to delay registering any Registrable such Registration Statement removing such Common Equity Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink proposes at any time subsequent to register any the expiration of its securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely five year term for effectiveness of the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than Shelf Registration effected pursuant to Section 2.01) at any time before all of 2.1, the Registrable Securities are eligible for public resale by Holders pursuant Company proposes to Rule 144(k) file a registration statement under the ActSecurities Act (except on Form S-4, Form S-8, or any successor forms thereto) whether or not for sale for EasyLink's its own accountaccount (other than a registration effected pursuant to Section 2.2 hereof), and then the registration form Company shall give written notice of such proposed filing to be used may be used for the registration holders of Registrable Securities at least 30 days before the anticipated filing date (the "Piggyback Notice"). The Piggyback Notice shall offer such holders the opportunity to register such amount of Registrable Securities as each such holder may request (a "Piggyback Registration"). Subject to Section 2.3(b) hereof, EasyLink will at each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon upon the written request of any Holders such holders of Registrable Securities made within 30 15 days after of the receipt date of any such notice the Piggyback Notice (which request shall specify the aggregate number of the Registrable Securities intended to be disposed of by Holders registered and will also specify the intended method of distribution disposition thereof), EasyLink the Company will use its reasonable commercial best efforts to effect the registration under the Securities Act of all Registrable Securities which EasyLink the Company has been so requested to register by Holdersthe holders thereof, to the extent required to permit the public disposition (without limitation or restriction as to amount or number of Registrable Securities to be sold) (in accordance with such intended methods thereof) of the Registrable Securities so to be so registered; provided, provided however, that if, at if any time after giving written notice of its intention to register any securities the proposed filing and prior to the effective date of the registration statement filed in connection with such registration, EasyLink registration the Company shall determine for any reason not to register or to delay registration pursue the effectiveness of such securitiesthe registration, EasyLink may, at its election, the Company shall give written notice of such determination to Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudice, however, to the rights . . The holders of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, Registrable Securities shall be permitted to delay registering withdraw all or part of the Registrable Securities from a Piggyback Registration at any Registrable Securities, for time prior to the same period as the delay in registering effective date of such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Piggyback Registration.

Right to Piggyback. If EasyLink proposes to register the Corporation or any of its securities under the Act in connection with other Person that has demand registration rights (a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01“Third Party Registrant”) at any time before all after the expiration of any underwriter lock-up period applicable to the Registrable Securities are eligible for public resale by Holders pursuant IPO proposes to Rule 144(k) register equity securities under the ActSecurities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for EasyLink's its own account, and the registration form to be used may be used for the in a manner which would permit registration of Registrable Securities (a "Piggyback Registration")for sale to the public under the Securities Act, EasyLink will the Corporation will, at each such time time, give prompt written notice to Holders KRH of its intention to do so and of Holders's KRH’s rights under this Section 2.02Agreement. Upon the written request of any Holders KRH made within 30 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereofKRH), EasyLink the Corporation will use its reasonable commercial best efforts to effect the registration under the Securities Act of all Registrable Securities which EasyLink the Corporation has been so requested to register by HoldersKRH; provided, to the extent required to permit the disposition however, that (in accordance with such intended methods thereofa) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Corporation or such Third Party Registrant shall determine for any reason not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, EasyLink the Corporation may, at its election, give written notice of such determination to Holders KRH and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such terminated registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudiceand (b) if such registration involves an underwritten offering, however, KRH shall enter into an agreement with the underwriters to sell their Registrable Securities to the rights underwriters selected by the Corporation or such Third Party Registrant on substantially the same terms and conditions as apply to the Corporation or such Third Party Registrant, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Notwithstanding the foregoing, if a registration requested pursuant to this Section 2(b) involves an underwritten public offering, KRH may elect, in writing prior to the effective date of Holders the registration statement filed in connection with such registration, not to request that register all or any part of its Registrable Securities in connection with such registration be effected as a Mandatory Registration under registration. The registrations provided for in this Section 2.012(b) are in addition to, and (ii) not in the case of a determination to delay registeringlieu of, shall be permitted to delay registering any Registrable Securities, for the same period as the delay registrations made in registering such other securities. No registration effected under this accordance with Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.012(a).

Right to Piggyback. If EasyLink Except with respect to a Demand Registration or Shelf Registration, the procedures for which are addressed in Sections 3 and 4, respectively, if the Company proposes to register any of its securities file a registration statement under the Securities Act in connection with a firm commitment underwritten respect to an offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Actsecurities, whether or not for sale for EasyLink's its own accountaccount and whether or not an Underwritten Offering or an Underwritten Registration (other than a registration statement (i) on Form X-0, and the registration form Xxxx X-0 or any successor forms thereto or (ii) filed to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"effectuate an exchange offer or any employee benefit or dividend reinvestment plan), EasyLink will at each such time then the Company shall give prompt written notice of such filing no later than ten business days prior to the filing date (the “Piggyback Notice”) to all of the Holders of its intention Registrable Equity Securities or Registrable Debt Securities, as applicable. The Piggyback Notice shall offer such Holders the opportunity to do so and include (or cause to be included) in such registration statement the number of Holders's rights under this applicable Registrable Securities as each such Holder may request (each, a “Piggyback Registration”). Subject to Section 2.02. Upon 6(b), the Company shall include in each such Piggyback Registration all applicable Registrable Securities with respect to which the Company has received written request requests for inclusion therein (each a “Piggyback Request”) within ten business days after notice has been given to the applicable Holder; provided that the Company shall not include in any Piggyback Registration Registrable Securities of any Holders made within 30 Holder in an amount in excess of such Holder’s Pro Rata Percentage. The Company shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (x) 180 days after the receipt effective date thereof and (y) consummation of any such notice (which request shall specify the Registrable Securities intended to be disposed of distribution by the Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so (other than those making Piggyback Requests) included in such Registration Statement. With respect to any such Underwritten Offering to be registeredconducted by the Company, provided that ifthe Company shall select the underwriter(s) for such offering, at any time after giving written notice of its intention to register any securities and prior subject to the effective date reasonable satisfaction of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) Sponsor in the case event that the Sponsor shall request inclusion of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01therein.

Right to Piggyback. If EasyLink Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Corporation proposes to register any of its securities file a Registration Statement under the Securities Act in connection with a firm commitment underwritten respect to an offering of Common Stock (other than registrations solely including for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the ActInitial Follow-On Public Offering), whether or not for sale for EasyLink's its own accountaccount (other than a Registration Statement (i) on Form X-0, and the registration form to be used may be used for the registration of Registrable Securities Xxxx X-0 or any successor forms thereto or (a "Piggyback Registration"ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), EasyLink will at each such time then, the Corporation shall give prompt written notice of such filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to Holders each Investor (each, a “Piggyback Holder”). Subject to Section 4(b), (i) the Piggyback Notice shall offer each Piggyback Holder the opportunity to include (or cause to be included) in such Registration Statement the number of its intention Registrable Securities constituting Conversion Stock as each such Piggyback Holder may request (a “Piggyback Registration”), (ii) each Piggyback Holder may elect to do so and of Holders's rights under this Section 2.02. Upon participate in such Registration Statement by written notice to the written request Corporation requesting the inclusion of any Holders made of such Holder’s shares of Registrable Securities constituting Conversion Stock in such Piggyback Registration within 30 ten (10) days following such Holder’s receipt of the Piggyback Notice (the “Piggyback Response”), and (iii) the Corporation shall include in each such Piggyback Registration all Registrable Securities constituting Conversion Stock with respect to which the Corporation has received a timely Piggyback Response. The Corporation shall not be required to maintain the effectiveness of the Registration Statement for a Piggyback Registration (including for an Initial Follow-On Public Offering) beyond the earlier to occur of (A) 180 days after the receipt effective date thereof, and (B) consummation of any such notice (which request shall specify the Registrable Securities intended to be disposed of distribution by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) requesting Piggyback Holder of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed included in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Statement.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities under the Securities Act (which, for the avoidance of doubt, includes the registration of Class A Shares under the Securities Act for an underwritten public primary offering by the Company for the ultimate benefit of holders of Registrable Securities (i.e., where the Company primarily uses the proceeds from the sale of Class A Shares issued by the Company in an underwritten Public Offering to purchase Registrable Securities from holders of Registrable Securities (a “Synthetic Secondary Offering”)), other than (i) pursuant to a Demand Registration or a Shelf Registration (including any related Shelf Offering), in which case the ability of a holder of Registrable Securities to participate in such Demand Registration or Shelf Offering shall be governed by Section 2, (ii) in connection with the issuance by the Company of Class A Shares in the loanDepot IPO (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option granted to the managing underwriters), (iii) in connection with registrations on Forms S-4 or S-8 promulgated by the SEC (or any successor or similar forms), (iv) in connection with a firm commitment underwritten offering registration the primary purpose of which is to register debt securities (other than registrations solely for the registration of shares i.e., in connection with an employee benefit plan a so-called “equity kicker”), (v) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, or a merger or consolidation and other than (vi) pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountRequired Shelf Registration Statement, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders all holders of Registrable Securities of its intention to do so effect such Piggyback Registration and, subject to the terms of Section 3(c) and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof3(d), EasyLink will use its reasonable commercial efforts to effect the registration shall include in such Piggyback Registration (and in all related registrations or qualifications under the Act of blue sky laws and in any related underwriting) all Registrable Securities with respect to which EasyLink the Company has been so requested to register received written requests for inclusion therein within 20 days after delivery of the Company’s notice; provided that a Demand Party may provide by Holders, written notice to the extent required Company that no holder of Other Investor Registrable Securities or any securities that are not Registrable Securities will have the right to permit the disposition include such securities in such Piggyback Registration (in accordance with which case the Company need not give such intended methods thereof) of the Registrable Securities so notice to be registered, provided that if, at such holders or include any time after giving written notice of its intention to register any such securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewithPiggyback Registration), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink Each time BPY proposes to (a) register any of its equity securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01an Excluded Registration) at under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BPY or the account of any time before all securityholder of the Registrable Securities are eligible for public resale by Holders BPY) or (b) sell any of its equity securities (other than pursuant to Rule 144(kan Excluded Registration) under the Actand with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, whether or not for sale for EasyLink's own account, (clause (a) and the registration form (b) are each referred to be used may be used for the registration of Registrable Securities (as a "“Piggyback Registration"”), EasyLink will at each such time BPY shall give prompt written notice to Holders each Holder of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice Registrable Units (which request notice shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition given not less than twenty (in accordance with such intended methods thereof20) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and days prior to the effective anticipated filing date of the registration statement filed in connection with such registrationBPY’s Registration Statement, EasyLink shall determine for any reason Shelf Registration or Prospectus, as applicable, or not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, less than ten (i10) days in the case of a determination not “bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to registerinclude any or all of its Registrable Units in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Units included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so advise BPY in writing (stating the number of Registrable Units desired to be relieved registered) within ten (10) days after the date of its obligation to register any Registrable Securities in connection with such registration notice from BPY (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and or within one (ii1) Business Day in the case of a determination “bought deal” financing). Any Holder shall have the right to delay registeringwithdraw such Holder’s request for inclusion of such Holder’s Registrable Units in any Registration Statement, Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BPY of such withdrawal provided, however, that such request is made prior to the execution of an underwriting agreement (or similar agreement) with respect to such offering. Subject to Section 2.2.2 below, BPY shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Units so requested to be permitted to delay registering included therein; provided, however, that BPY may at any Registrable Securities, for time withdraw or cease proceeding with any such registration or sale if it shall at the same period as time withdraw or cease proceeding with the delay in registering such registration or sale of all other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation equity securities originally proposed to effect any Mandatory Registration upon request under Section 2.01be registered or sold.

Right to Piggyback. If EasyLink proposes at any time subsequent to register any the expiration of its securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely five year term for effectiveness of the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than Shelf Registration effected pursuant to Section 2.01) at any time before all of 2.1, the Registrable Securities are eligible for public resale by Holders pursuant Company proposes to Rule 144(k) file a registration statement under the ActSecurities Act (except on Form X-0, Xxxx X-0, or any successor forms thereto) whether or not for sale for EasyLink's its own accountaccount (other than a registration effected pursuant to Section 2.2 hereof), and then the registration form Company shall give written notice of such proposed filing to be used may be used for the registration holders of Registrable Securities at least 30 days before the anticipated filing date (the "Piggyback Notice"). The Piggyback Notice shall offer such holders the opportunity to register such amount of Registrable Securities as each such holder may request (a "Piggyback Registration"). Subject to Section 2.3(b) hereof, EasyLink will at each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon upon the written request of any Holders such holders of Registrable Securities made within 30 15 days after of the receipt date of any such notice the Piggyback Notice (which request shall specify the aggregate number of the Registrable Securities intended to be disposed of by Holders registered and will also specify the intended method of distribution disposition thereof), EasyLink the Company will use its reasonable commercial best efforts to effect the registration under the Securities Act of all Registrable Securities which EasyLink the Company has been so requested to register by Holdersthe holders thereof, to the extent required to permit the public disposition (without limitation or restriction as to amount or number of Registrable Securities to be sold) (in accordance with such intended methods thereof) of the Registrable Securities so to be so registered; provided, provided however, that if, at if any time after giving written notice of its intention to register any securities the proposed filing and prior to the effective date of the registration statement filed in connection with such registration, EasyLink registration the Company shall determine for any reason not to register or to delay registration pursue the effectiveness of such securitiesthe registration, EasyLink may, at its election, the Company shall give written notice of such determination to Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudice, however, to the rights . . The holders of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, Registrable Securities shall be permitted to delay registering withdraw all or part of the Registrable Securities from a Piggyback Registration at any Registrable Securities, for time prior to the same period as the delay in registering effective date of such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Piggyback Registration.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form proposed to be used may be used for to register the registration resale of Registrable Securities (each, a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to Holders the anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to do so effect such a registration and shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein within five (5) Business Days following such Holder’s receipt of Holders's rights the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 7(b); (ii) each Holder shall complete and execute all questionnaires, powers- of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement; (iii) provide all customary information reasonably requested by the Company or the underwriter in connection with such registration; and (iv) comply with all federal and state securities laws applicable thereto in connection with such registration. No registration effected under this Section 2.02. Upon 2 shall relieve the written request Company of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts obligations to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register a Demand Registration required by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, Section 1. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 2(a) and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, the Company shall give written notice to all of the Holders participating in such determination to Holders Piggyback Registration and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01registration.

Right to Piggyback. If EasyLink proposes to register the Company or any of its securities under the Act in connection with other Person that has demand registration rights (a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01“Third Party Registrant”) at any time before all during the period from the expiration of any underwriter lock-up period applicable to the IPO through the one year anniversary of the Registrable Securities are eligible for public resale by Holders pursuant closing of the IPO proposes to Rule 144(k) register equity securities under the ActSecurities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for EasyLink's its own account, and the registration form to be used may be used for the in a manner which would permit registration of Registrable Securities (a "Piggyback Registration")for sale to the public under the Securities Act, EasyLink will the Company will, at each such time time, give prompt written notice to Holders the Founding Members of its intention to do so and of Holders's the Founding Members’ rights under this Section 2.02Agreement. Upon the written request of any Holders Founding Member made within 30 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereofsuch Founding Member), EasyLink the Company will use its reasonable commercial best efforts to effect the registration under the Securities Act of all Registrable Securities which EasyLink the Company has been so requested to register by Holdersthe Founding Members; provided, to the extent required to permit the disposition however, that (in accordance with such intended methods thereofa) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Company or such Third Party Registrant shall determine for any reason not to register or to delay proceed with the proposed registration of such securitiesthe securities to be sold by it, EasyLink the Company may, at its election, give written notice of such determination to Holders each Founding Member and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such terminated registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudiceand (b) if such registration involves an underwritten offering, however, all Founding Members requesting to be included in the Company’s or such Third Party Registrant’s registration shall enter into an agreement with the underwriters to sell their Registrable Securities to the rights of Holders underwriters selected by the Company or such Third Party Registrant on substantially the same terms and conditions as apply to request that the Company or such Third Party Registrant, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. Notwithstanding the foregoing, if a registration requested pursuant to this Section 2(b) involves an underwritten public offering, any Founding Member requesting to be included in such registration be effected as a Mandatory Registration under may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register all or any part of its Registrable Securities in connection with such registration. The registrations provided for in this Section 2.012(b) are in addition to, and (ii) not in the case of a determination to delay registeringlieu of, shall be permitted to delay registering any Registrable Securities, for the same period as the delay registrations made in registering such other securities. No registration effected under this accordance with Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.012(a).

Right to Piggyback. If EasyLink Each time TERP proposes to (i) register any of its equity securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01an Excluded Registration) at under U.S. Securities Laws for sale to the public (whether for the account of TERP or the account of any time before all security holder of the Registrable Securities are eligible for public resale by Holders TERP) or (ii) sell any of its equity securities (other than pursuant to Rule 144(kan Excluded Registration) under the Act, whether or not for and with respect to which a Shelf Registration and prospectus supplement are expressly being utilized to effect such sale for EasyLink's own account, (clause (i) and the registration form (ii) are each referred to be used may be used for the registration of Registrable Securities (as a "“Piggyback Registration"”), EasyLink will at each such time TERP shall give prompt written notice to Holders each Holder of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice Registrable Shares (which request notice shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition given not less than twenty (in accordance with such intended methods thereof20) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and days prior to the effective anticipated filing date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason TERP’s Registration Statement or not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, less than ten (i10) days in the case of a determination not “bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to registerinclude any or all of its Registrable Shares in such Registration Statement or prospectus supplement, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement or prospectus supplement, as applicable, shall so advise TERP in writing (stating the number of Registrable Shares desired to be relieved registered) within ten (10) days after the date of its obligation to register any Registrable Securities in connection with such registration notice from TERP (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and or within one (ii1) Business Day in the case of a determination “block trade” financing). Any Holder shall have the right to delay registeringwithdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement or prospectus supplement, as applicable, pursuant to this Section 2.2.1 by giving written notice to TERP of such withdrawal. Subject to Section 2.2.2 below, TERP shall include in such Registration Statement or prospectus supplement, as applicable, all such Registrable Shares so requested to be permitted to delay registering included therein; provided, however, that TERP may at any Registrable Securities, for time withdraw or cease proceeding with any such registration or sale if it shall at the same period as time withdraw or cease proceeding with the delay in registering such registration or sale of all other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation equity securities originally proposed to effect any Mandatory Registration upon request under Section 2.01be registered or sold.

Right to Piggyback. If EasyLink the Company at any time proposes to register any of its securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely on Form S-4 or S-8 or the equivalent thereof) with respect to a Public Offering (whether for its own account or for the registration account of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01security holders) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities, the Company will give prompt written notice to all holders of Registrable Securities of its intent to do so and the proposed method of distribution, which notice shall state whether such registration has been initiated by the Company (a "Company Registration") or by another Person (a "Third-Party Registration"). Within thirty (30) days after receipt of such notice, any holder of Registrable Securities may by written notice to the Company request the registration by the Company under the Securities Act of Registrable Securities in connection with such proposed registration by the Company under the Securities Act of securities (a "Piggyback Registration"), EasyLink will at each such time give prompt . Such written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request Company shall specify the Registrable Securities intended to be disposed of by Holders and such holders. Upon receipt of such request, the intended method of distribution thereof), EasyLink Company will use its all commercially reasonable commercial efforts to effect the registration register under the Securities Act of all Registrable Securities which EasyLink the Company has been so requested to register by Holdersregister, to the extent required requisite to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registeredregistered in accordance with the proposed method of distribution; provided, provided however, that if, if at any time after giving written notice of its intention intent to register any securities and prior to before the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, EasyLink shall determine the Company determines for any reason not to register or to delay registration of such securities, EasyLink the Company may, at its election, give written notice of such determination to Holders the holders of Registrable Securities requesting such Piggyback Registration, and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration Piggyback Registration (but not from its obligation to pay the registration expenses under pursuant to Section 2.05 in connection therewith), 5 hereof) without prejudice, however, to the rights of Holders any holder(s) of Registrable Securities entitled to do so to request that such registration be effected as a Mandatory Demand Registration under Section 2.012 hereof, and (ii) in the case of a determination to delay registering, shall be permitted to the Company may delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 3 shall relieve EasyLink the Company of its obligation to effect any Mandatory Demand Registration upon request under Section 2.012 hereof.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities under the Securities Act in connection with a firm commitment underwritten offering (other than excluding registrations solely for the registration of shares in connection with an employee benefit plan on Form S-4 or a merger S-8 or consolidation and equivalent forms), other than pursuant to a Demand Registration under Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities 3 (a "Piggyback Registration"), EasyLink the Company will at each such time give prompt written notice to Holders all holders of Registrable Securities of its intention to do so effect such a registration not later than the earlier to occur of (i) the tenth day following receipt by the Company of notice of exercise of other demand registration rights or (ii) 30 days prior to the anticipated filing date. Subject to the provisions of Section 4(c) and of Holders's rights under this Section 2.02. Upon (d), the Company will include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written request of any Holders made requests for inclusion therein within 30 ten business days after the receipt by the applicable holder of any such notice (which request shall specify the Registrable Securities intended of the Company's notice. The holders of Registrable Securities will be permitted to be disposed withdraw all or any part of such holder's Registrable Securities from a Piggyback Registration at any time prior to the date such Piggyback Registration becomes effective with the SEC, provided that, in the case of an underwritten offering, such withdrawal is consistent with customary and reasonable restrictions agreed upon by Holders and the intended method of distribution thereofmanaging underwriter. If a Piggyback Registration is an underwritten offering effected under (i) Section 4(c), EasyLink all Persons whose securities are included in the Piggyback Registration will use its reasonable commercial efforts be obligated to effect sell their securities on the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, same terms and conditions as apply to the extent required securities being issued and sold by the Company or (ii) Section 4(d), all Persons whose securities are included in the Piggyback Registration will be obligated to permit sell their securities on the disposition (in accordance with such intended methods thereof) of same terms and conditions as apply to the Registrable Securities so to be registeredsecurities being sold by the Person or Persons who initiated the Piggyback Registration under Section 4(d). Notwithstanding the foregoing, provided that if, at any time after giving written notice of its intention to register any securities and a Piggyback Registration but prior to the effective date of the registration statement filed in connection with such registrationtherewith, EasyLink the Company shall determine for any reason not to register or to delay registration of such securities, EasyLink the Company may, at its election, election give written notice of such determination to Holders and, thereupon, (i) in the case holders of a determination not to register, Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01registration.

Right to Piggyback. If EasyLink Whenever, during the period commencing on the date of the Closing and terminating on the earlier of the date (i) the Registrable Shares covered thereby have been sold pursuant to a Registration Statement, or (ii) by which Seller may sell all of its Registrable Shares covered thereby under Rule 144, Buyer proposes to register under the Securities Act on behalf of any of its securities under the Act in connection with a firm commitment underwritten offering shareowners any shares of Buyer Stock (other than registrations solely except for the registration of shares in connection with securities to be offered pursuant to an employee benefit plan on Form S-8 or a merger or consolidation and other than pursuant to Section 2.01a registration made on Form S-4 or any successor forms then in effect) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of the Registrable Securities Shares (a "Piggyback Registration"), EasyLink Buyer will at each so notify Seller in writing no later than 30 days prior to the filing date of a registration statement in connection therewith. The notice shall offer to include in such time give prompt written notice to Holders filing the amount of its intention to do so and of Holders's rights under this Section 2.02Registrable Shares as Seller may request. Upon the written request of any Holders made Seller shall (i) advise Buyer in writing within 30 15 days after the date of receipt of any such notice offer from Buyer, setting forth the number of Registrable Shares for which registration is requested, and (which request shall specify ii) deliver to Buyer a letter from counsel to Seller to the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the that registration under the Securities Act is or may be required for the sale of all such Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, Shares. If at any time after giving any such written notice of its intention to register effect any registration of securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, EasyLink Buyer shall determine for any reason not to register or any securities which gave rise to delay registration of such securitiesthe Piggyback Registration, EasyLink Buyer may, at in its electionsole discretion, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, Seller and thereupon it shall be relieved of its obligation to register any Registrable Securities Shares in connection with such registration (but not from its obligation registration. If the offering subject to pay any notice given pursuant to this Section 2(a) is to be underwritten, Seller shall sell the Registrable Shares to be included in the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to or through the underwriter or underwriters of the securities being registered upon terms generally comparable to the rights of Holders terms applicable to request that such registration be effected as a Mandatory Registration under Section 2.01others, and (ii) if any underwriter or underwriters reasonably determine that the number of shares included in the case Registration Statement is more than can be sold in an orderly fashion, then the number of a determination to delay registering, shall shares which Seller and any other holders of Buyer Stock having piggyback registration rights will be permitted to delay registering include in such registration statement will be reduced pro rata in proportion to the number of shares proposed to be included in such registration by Seller and any Registrable Securities, for other holders having piggyback registration rights to an amount reasonably acceptable to the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01underwriter or underwriters.

Right to Piggyback. If EasyLink The Holders of the Registrable Securities are hereby granted the following piggyback registration rights with respect to the Registrable Securities. Whenever NationsRent proposes to register any of its securities under the Act in connection with file a firm commitment underwritten offering (registration statement, other than registrations solely pursuant to Section 1(a) above, for the registration of shares of its Common Stock in connection with an employee benefit plan underwritten primary public offering on behalf of NationsRent or a merger or consolidation and an underwritten secondary public offering on behalf of other than pursuant to Section 2.01) at any time before all of persons who are not the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities Securities, NationsRent will, prior to such filing, give fifteen (a "Piggyback Registration"), EasyLink will at each such time give prompt 15) days prior written notice to the Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon and, upon the written request of any of the Holders made given within 30 ten (10) days after the receipt of any such notice (which request shall specify notice, NationsRent shall, subject to the terms of this Agreement, use its best reasonable efforts to cause the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink NationsRent has been so requested to register by Holders, such Holders to be registered under the Securities Act to the extent required necessary to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that iftheir sale. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink NationsRent shall determine for any reason (other than by reason of acts or omissions attributable to any of the Holders) either not to register or to delay registration of such securities, EasyLink NationsRent may, at its election, give written notice of such determination to Holders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to do so to request that such registration be effected as a Mandatory Registration registration under Section 2.011(a), and (ii) in the case of a determination to delay registeringregistration, shall be permitted to delay registering any Registrable Securities, 5 for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 2(a) shall relieve EasyLink NationsRent of its obligation to effect any Mandatory Registration registration upon request under Section 2.011(a), nor shall any such registration hereunder be deemed to have been effected pursuant to Section 1(a).

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities Common Stock under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or pursuant to a merger or consolidation Demand Registration, and other than pursuant to Section 2.01a registration statement on Form S-8 or S-4 or any similar form or in connection with a registration the primary purpose of which is to register debt securities) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink the Company will at each such time give prompt written notice to Holders all holders of Registrable Securities of its intention to do so effect such a registration and of Holders's rights under this Section 2.02. Upon will include in such registration all Registrable Securities with respect to which the Company has received written request of any Holders made requests for inclusion therein within 30 twenty (20) days after the receipt of any the Company's notice; provided that (y) if such notice (which request shall specify the registration involves an underwritten public offering, all holders of Registrable Securities intended must sell their Registrable Securities included therein to be disposed of by Holders the underwriters on the same terms and conditions as applicable to the Company and the intended method other holders of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition included therein and (in accordance with such intended methods thereofz) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities Common Stock pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securitiesCommon Stock, EasyLink may, at its election, the Company shall give written notice thereof to all such holders of such determination to Holders Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay registration. Notwithstanding the registration expenses under Section 2.05 foregoing, in connection therewith)only with the initial registered public offering of the Company's securities, without prejudicewhich offering is a primary offering, however, to the rights of Holders to request that no Registrable Securities shall be included in such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in without the case prior written consent of the holders of a determination to delay registering, shall be permitted to delay registering any majority of the Falcon Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink Whenever PCC proposes to register any of its securities Subject Securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of the Registrable Securities (other than a registration statement on form S-4 or S-8 or any similar successor forms) ("Piggyback Registration"), EasyLink will at each such time PCC shall give prompt written notice to all Holders at least 20 days prior to the anticipated filing date, of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any effect such a Registration, which notice will specify (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required known to permit PCC) the disposition (in accordance with such intended methods thereof) proposed offering price, the kind and number of the Registrable Securities so securities proposed to be registered, provided the distribution arrangements and such other information that at the time would be appropriate to include in such notice, and shall, subject to Section 3.2, include in such Registration, all Registrable Securities with respect to which PCC has received written requests for inclusion therein within 10 days after the effectiveness of the PCC's notice; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationsecurities, EasyLink PCC shall determine for any reason not to register or to delay registration of such securities, EasyLink PCC may, at its election, give written notice of such determination to Holders each Holder and, thereupon, (i) in the case of a determination not to register, PCC shall be relieved of its obligation to register any Registrable Securities under this Section 3.1 in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registeringRegistration, PCC shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected Securities under this Section 2.02 3.1 during the period that the Registration of such other securities is delayed. PCC further agrees to supplement or amend a Registration Statement if required by applicable laws, rules or regulations or by the instructions applicable to the registration form used by PCC for such Registration Statement. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received shall relieve EasyLink be registered by PCC and offered to the public in a Registration pursuant to this Article III on the terms and conditions at least as favorable as those applicable to the registration of its obligation Subject Securities to effect any Mandatory Registration upon request under Section 2.01be sold by PCC.

Right to Piggyback. If EasyLink Until such time as the Purchaser Group ceases to Beneficially Own at least 5% of the Fully-Diluted Shares, each time the Company proposes to register any of its securities under the Act in connection with a firm commitment underwritten offering Common Stock (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01an Excluded Registration) at any time before all under the Securities Act for sale to the public (whether for the account of the Registrable Securities are eligible for public resale by Holders Company or the account of any securityholder of the Company) or proposes to make such an offering of Common Stock pursuant to a previously filed registration statement pursuant to Rule 144(k) 415 under the Act, whether or not for sale for EasyLink's own account, Securities Act and the form of registration form statement to be used may be used for permits the registration of Registrable Securities Shares, the Company shall give prompt written notice to WIC (which notice shall be given not less than 30 days prior to the effective date of the Company's registration statement), which notice shall offer each Purchaser the opportunity to include any or all of its Registrable Shares in such registration statement, subject to the limitations contained in subsection (b) of this Section 3.2 (a "Piggyback Registration"). If Purchaser desires to have its Registrable Shares included in such registration statement, EasyLink will at each WIC on behalf of Purchaser shall so advise the Company in writing (stating the number of shares desired to be registered) within 20 days after the date of such time give prompt notice from the Company. WIC shall have the right to withdraw its request for inclusion of Registrable Shares in any registration statement pursuant to this subsection (a) by giving written notice to Holders the Company of its intention such withdrawal. Subject to do subsection (b) of this Section 3.2, the Company shall include in such registration statement all such Registrable Shares so and requested to be included therein; provided, however, that the Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of Holders's Common Stock originally proposed to be registered. It is specifically agreed that the Piggyback Registration rights set forth in this Section 3.2 shall not be assignable to any transferee of the Registrable Shares other than members of the Purchaser Group who own more than 10% of the Registrable Shares; provided, however, that no member of the Purchaser Group (other than WIC or the Purchaser Representative) shall be entitled to receive or make notices under this Section 2.02. Upon 3.2 and; provided, further, that, for purposes of this Section 3.2 only, all notices delivered to WIC or the written request Purchaser Representative shall be deemed to have been given to all members of any Holders made within 30 days after the receipt Purchaser Group and all notices delivered to the Company by WIC or the Purchaser Representative shall be deemed to have been given by the members of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof)Purchaser Group, EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, except to the extent required to permit the disposition (explicitly specified in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01notice.

Right to Piggyback. If EasyLink Subject to Sections 2(c) and 2(d) hereof, if at any time prior to the first anniversary of the Date of Issuance Sykes proposes to register file a Registration Statement under the Securities Act with respect to any offering of the Common Stock by Sykes for its own account and/or on behalf of any of its securities under the Act in connection with a firm commitment underwritten offering security holders (other than registrations solely for (i) a registration on Form S-8 or S4 or any successor form, (ii) a registration relating to a transaction subject to Rule 145 under the Securities Act, or (iii) any registration of shares in connection with securities as it relates to an offering and sale to management of Sykes pursuant to any employee stock plan or other employee benefit plan or a merger or consolidation and other arrangement) then, as soon as practicable (but in no event less than pursuant twenty (20) days prior to Section 2.01) at any time before all the proposed date of filing such Registration Statement), Sykes shall give written notice of such proposed filing to the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountHolders, and such notice shall offer the registration form Holders the opportunity to be used may be used for the registration register such number of Registrable Securities as the Holders may request (a "Piggyback Registration"). Subject to subsection 2(d), EasyLink will at each Sykes shall include in such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made Registration Statement all Registrable Securities requested within 30 fifteen (15) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by the Holders and to be included in the intended method of distribution thereofregistration for such offering pursuant to a Piggyback Registration), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holdersprovided, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registeredhowever, provided that if, at any time after giving written notice of its intention to register any securities Common Stock and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, EasyLink Sykes shall determine for any reason not to register or to delay registration of such securitiesthe Common Stock to be registered for sale by Sykes, EasyLink Sykes may, at its election, give written notice of such determination to Holders the Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Common Stock.

Right to Piggyback. If EasyLink (i) Whenever the Company is required or proposes to register any of its equity securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation including primary and secondary registrations, and other than pursuant to Section 2.01an Excluded Registration) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink the Company will give at each such time give prompt least thirty (30) days prior written notice to all Holders of its intention to do so effect such Piggyback Registration and, subject to the terms of Section 1(b) and 0, will include in such Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after delivery of Holders's rights the Company’s notice. Such written requests for inclusion will inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder will nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein. Any Participating Investors may withdraw its request for inclusion at any time prior to executing the underwriting agreement, or if none, prior to the applicable registration statement becoming effective. ● If a registration statement under which the Company gives notice under this Section 2.021 is for an underwritten offering, then the Company will so advise the Holders of Registrable Securities. Upon In such event, the written request of any Holders made within 30 days after the receipt right of any such notice (which request shall specify the Holder’s Registrable Securities intended to be disposed of by Holders included in a registration pursuant to this Section 1 will be conditioned upon such Holder’s participation in such underwriting and the intended method inclusion of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all such Holder’s Registrable Securities which EasyLink has been so requested to register by Holders, in the underwriting to the extent required provided herein. All Holders proposing to permit distribute their Registrable Securities through such underwriting will enter into an underwriting agreement in customary form with the disposition (in accordance with managing underwriter or underwriter(s) selected for such intended methods thereof) underwriting. If any Holder disapproves of the Registrable Securities so terms of any such underwriting, such Holder may elect to be registered, provided that if, at any time after giving withdraw therefrom by written notice of its intention to register any securities the Company and the underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement filed in connection with statement. Any Registrable Securities excluded or withdrawn from such underwriting will be excluded and withdrawn from the registration but are eligible for a future registration. For any Holder which is a partnership or corporation, EasyLink shall determine for any reason not to register or to delay registration the partners, retired partners and shareholders of such securitiesHolder, EasyLink may, at its election, give written notice or the estates and Family Group of any such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register partners and retired partners and any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, trusts for the same period benefit of any of the foregoing persons will be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” will be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as the delay defined in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01sentence.

Right to Piggyback. If EasyLink Subject to Sections 2(c) hereof, if at any time during the six month period commencing upon the date hereof, the Company proposes to register file a Registration Statement under the Securities Act with respect to any offering of shares of Common Stock by the Company for its own account and/or on behalf of any of its securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, security holders and the registration form to be used may be used for the registration of Registrable Securities (other than (i) a "Piggyback Registration"registration on Form S-8 or S-4 or any successor form, (ii) a registration relating to a transaction subject to Rule 145 under the Securities Act, (iii) any registration of securities as it relates to an offering and sale to management of the Company pursuant to any employee stock plan or other employee benefit plan arrangement or (iv) any registration pursuant to the Amended and Restated Securities Purchase Agreement dated August 30, 2010 between the Company and Socius XX XX, Ltd.) then, as soon as practicable (but in no event less than twenty (20) days prior to the proposed date of filing such Registration Statement), EasyLink will at each such time the Company shall give prompt written notice of such proposed filing to Holders the Holder, and such notice shall offer the Holder the opportunity to register such number of its intention Registrable Securities as the Holder may request (a “Registration Request“). Subject to do so and of Holders's rights under this Section 2.02. Upon 2(c), the written request of any Holders made Company shall include in such Registration Statement all Registrable Securities requested within 30 fifteen (15) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts Holder) to effect be included in the registration under the Act of all Registrable Securities which EasyLink has been so requested for such offering pursuant to register by Holdersa Registration Request; provided, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registeredhowever, provided that if, at any time after giving written notice of its intention to register any securities shares of Common Stock and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securitiesshares of Common Stock, EasyLink the Company may, at its election, give written notice of such determination to Holders the Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01registration, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink shares of its obligation to effect any Mandatory Registration upon request under Section 2.01Common Stock.

Right to Piggyback. If EasyLink Subject to the last sentence of this subsection (1), whenever the Company proposes to register any of its securities Common Stock under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of the Registrable Securities (other than a "registration statement on Forms S-4 or S-8 or any similar successor forms) (a " Piggyback Registration"), EasyLink the Company will at each such time give prompt written notice to Holders all holders of Registrable Securities, at least 30 days prior to the anticipated filing date, of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any effect such a registration, which notice (which request shall will specify the Registrable Securities intended to be disposed proposed offering price, the kind and number of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so securities proposed to be registered, provided the distribution arrangements and such other information that at the time would be appropriate to include in such notice, and will, subject to subsection (a)(2) below, include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 business days after the delivery of the Company's notice; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securities, EasyLink the Company may, at its election, give written notice of such determination to Holders each holder and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 3(a)(1) in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 incurred in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, ) and (iiB) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected Securities under this Section 2.02 3(a)(1) during the period that the registration of such other securities is delayed. The Company further agrees to supplement or amend a Registration Statement if required by applicable laws, rules or regulations or by the instructions applicable to the registration form used by the Company for such Registration Statement. Each holder shall relieve EasyLink be permitted to withdraw all or any part of its obligation such holder's Registrable Securities from a registration at any time prior to effect the effective date of the Registration Statement by notifying the Company of such withdrawal not later than two business days prior to such effective date. Any holder of Registrable Securities who withdraws any Mandatory such securities from a registration shall pay to the Company any incremental expenses of such registration specifically attributable to the withdrawal of such holder. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by the Company and offered to the public in a Piggyback Registration upon request pursuant to this Section 3 on the terms and conditions at least as favorable as those applicable to the registration of shares of Common Stock to be sold by the Company and by any other Person selling under Section 2.01such Piggyback Registration.

Right to Piggyback. If EasyLink the Company at any time proposes to register any of its securities under the Securities Act in connection with a firm commitment underwritten offering (other than the Pre-Closing Escrow Shares Registration Statement, the Closing Shares Registration Statement or the Warrant Shares Registration Statement, or registrations solely on Form S-4 or S-8 or the equivalent thereof) with respect to a Public Offering (whether for its own account or for the registration account of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01security holders) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities (a "Piggyback Registration")held by the Holders, EasyLink the Company will at each such time give prompt written notice to Holders of its intention intent to do so and the proposed method of Holders's rights under this Section 2.02distribution, which notice shall state whether such registration has been initiated by the Company (a "Company Registration") or by another Person (a "Third-Party Registration"). Upon the written request of any Holders made within 30 Within thirty (30) days after the receipt of such notice, any Holder may by written notice to the Company request the registration by the Company under the Securities Act of Registrable Securities not otherwise registered pursuant to a Registration Statement in connection with such proposed registration of securities by the Company under the Securities Act (a "Piggyback Registration"). Such written notice (which request to the Company shall specify the Registrable Securities intended to be disposed of by Holders and such Holder. Upon receipt of such request, the intended method of distribution thereof), EasyLink Company will use its all commercially reasonable commercial efforts to effect the registration register under the Securities Act of all Registrable Securities which EasyLink has the Company had been so requested to register by Holdersregister, to the extent required requisite to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registeredregistered in accordance with the proposed method of distribution; provided, provided however, that if, if at any time after giving written notice of its intention intent to register any securities and prior to before the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, EasyLink shall determine the Company determines for any reason not to register or to delay registration of such securities, EasyLink the Company may, at its election, give written notice of such determination to the Holders of Registrable Securities requesting such registrations, and, thereupon, (ix) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith)Piggyback Registration, without prejudice, however, to the rights of Holders any holder(s) of Registrable Securities entitled to do so to request that such registration be effected as a Mandatory Demand Registration under Section 2.015(a) hereof, and (iiy) in the case of a determination to delay registering, shall be permitted to the Company may delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 5(b) shall relieve EasyLink the Company of its obligation to effect any Mandatory Demand Registration upon request under Section 2.015(a) hereof.

Right to Piggyback. If EasyLink proposes to register any of its securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section SECTION 2.01) at any time before all of the Registrable Securities are eligible for public resale by the Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink will at each such time give prompt written notice to all Holders of its intention to do so and of such Holders's ' rights under this Section SECTION 2.02. Upon the written request of any Holders such Holder made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders such Holder and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holdersthe Holders thereof, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses Registration Expenses under Section SECTION 2.05 in connection therewith), without prejudice, however, to the rights of Holders any Holder entitled to do so to request that such registration be effected as a Mandatory Registration under Section SECTION 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section SECTION 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section SECTION 2.01.

Right to Piggyback. If EasyLink the Company at any time proposes to register ------------------ any of its securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for on Form S-4 or S-8 or the registration of shares in connection equivalent thereof) with respect to an employee benefit plan underwritten public offering or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, otherwise and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities, the Company will give prompt written notice to the Investor of its intent to do so. Within 20 days after receipt of such notice, the Investor may, by written notice to the Company, request the registration by the Company under the Securities Act of his Registrable Securities in connection with such proposed registration by the Company under the Securities Act (a "Piggyback Registration"), EasyLink will at each such time give prompt . Such written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request ---------------------- Company shall specify the Registrable Securities intended to be disposed of by Holders such Investor and the intended method of distribution thereof). Upon receipt of such request, EasyLink the Company will use its reasonable commercial best efforts to effect the registration register under the Securities Act of all Registrable Securities which EasyLink the Company has been so requested to register by Holdersregister, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered; provided, provided however, that if, if at any time after giving written notice of its intention intent to -------- ------- register any securities and prior to before the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, EasyLink shall determine the Company determines for any reason not to register or to delay registration of such securities, EasyLink the Company may, at its election, give written notice of such determination to Holders the Investor requesting such Piggyback Registration, and, thereupon, (ia) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration Piggyback Registration (but not from its obligation to pay the registration expenses under pursuant to Section 2.05 in connection therewith), 8C hereof) without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration the Investor under this Section 2.018A, and (iib) in the case of a determination to delay registering, shall be permitted to the Company may delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink Each time BIPC proposes to (a) register any of its equity securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01an Excluded Registration) at under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BIPC or the account of any time before all securityholder of the Registrable Securities are eligible for public resale by Holders BIPC) or (b) sell any of its equity securities (other than pursuant to Rule 144(kan Excluded Registration) under the Actand with respect to which a Shelf Registration or Shelf Prospectus is expressly being utilized to effect such sale, whether or not for sale for EasyLink's own account, (clause (a) and the registration form (b) are each referred to be used may be used for the registration of Registrable Securities (as a "“Piggyback Registration"”), EasyLink will at each such time BIPC shall give prompt written notice to Holders each Holder of Registrable Shares, which notice shall offer each such Holder the opportunity to include any or all of its intention Registrable Shares in such Registration Statement, Shelf Registration or Prospectus, as applicable, subject to do the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Shares included in such Registration Statement, Shelf Registration or Prospectus, as applicable, shall so and advise BIPC in writing (stating the number of Holders's rights under this Section 2.02. Upon the written request of any Holders made Registrable Shares desired to be registered) within 30 three (3) days after the receipt date of any such notice from BIPC (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition or within one (in accordance with such intended methods thereof1) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) Business Day in the case of a determination not “bought deal” financing). Any Holder shall have the right to registerwithdraw such Holder’s request for inclusion of such Holder’s Registrable Shares in any Registration Statement, shall be relieved Shelf Registration or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BIPC of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudicewithdrawal provided, however, that such request is made prior to the rights execution of Holders an underwriting agreement (or similar agreement) with respect to request such offering. Subject to Section 2.2.2 below, BIPC shall include in such Registration Statement, Shelf Registration or Prospectus, as applicable, all such Registrable Shares so requested to be included therein; provided, however, that BIPC may at any time withdraw or cease proceeding with any such registration or sale if it shall at the same time withdraw or cease proceeding with the registration or sale of all other equity securities originally proposed to be effected as registered or sold. Each Holder shall protect and maintain the confidentiality of all information communicated to it by BIPC concerning a Mandatory proposed Piggyback Registration under pursuant to this Section 2.01, and (ii) 2.2.1 until such information becomes available in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01public domain.

Right to Piggyback. If EasyLink With respect to any Units issued to Lichtin ------------------ Holders subsequent to June 30, 1998 (or Shares which are exchanged for such Units), if the Company at any time proposes to register any of its Common Stock or other securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for sale to the public, whether for its own account or for the account of other shareholders or both (except with respect to registration of shares in connection with an employee benefit plan statements on Form S-8 or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of another form not available for registering the Piggyback Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and to the registration form to be used may be used for the registration of Registrable Securities public) (a "Piggyback Registration"), EasyLink the Company will at each such time promptly (but in any event within 30 days) give prompt written notice to the Lichtin Holders of its intention to do so effect such registration and of Holders's rights under this Section 2.02. Upon the written request a description of any Holders made underwriting agreement to be entered into with respect thereto and will include in such registration all Piggyback Registrable Securities with respect to which the Company has received written requests for inclusion within 30 15 days after the receipt of any such the Company's notice (which request a "Piggyback Registration Request"); provided, however, that the Company shall specify the -------- ------- not be required to include Piggyback Registrable Securities intended in the securities to be disposed registered pursuant to a registration statement on any form which limits the amount of securities which may be registered by Holders the issuer and/or selling security holders if, and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit that, such inclusion would make the disposition use of such form unavailable. In the event that any Piggyback Registration shall be, in whole or in part, an underwritten public offering of Common Stock, any Piggyback Registration Request by the Lichtin Holders shall specify that either (in accordance with i) such intended methods thereof) of the Piggyback Registrable Securities so are to be registered, provided that if, at any time after giving written notice included in the underwriting on the same terms and conditions as the shares of its intention to register any securities and prior to the effective date of the registration statement filed in connection with Common Stock otherwise being sold through underwriters under such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) such Piggyback Registrable Securities are to be sold in the case open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay common stock in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01reasonably similar circumstances.

Right to Piggyback. If EasyLink Whenever Fortune proposes to register any of its securities under the Act in connection with file a firm commitment underwritten offering (registration statement, other than registrations solely pursuant to Section 1(a) above, for the registration of shares of its Common Stock in connection with an employee benefit plan underwritten primary public offering on behalf of Fortune or a merger or consolidation and an underwritten secondary public offering on behalf of other than pursuant to Section 2.01) at any time before all of persons who are not the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities Securities, Fortune will, prior to such filing, give fifteen (a "Piggyback Registration"), EasyLink will at each such time give prompt 15) days prior written notice to the Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon and, upon the written request of any the Holders made given within 30 ten (10) days after the receipt of any such notice (which request shall specify notice, Fortune shall, subject to the terms of this Agreement, use its reasonable efforts to cause the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink Fortune has been so requested to register by Holders, such Holder to be registered under the Securities Act to the extent required necessary to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that iftheir sale. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink Fortune shall determine for any reason (other than by reason of acts or omissions attributable to any of the Holders) either not to register or to delay registration of such securities, EasyLink Fortune may, at its election, give written notice of such determination to Holders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses (as defined below) in connection therewith), without prejudice, however, to the rights of Holders any Holders, if entitled to do so, to request that such registration be effected as a Mandatory Registration registration under Section 2.011(a), and (ii) in the case of a determination to delay registeringregistration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 2(a) shall relieve EasyLink Fortune of its obligation to effect any Mandatory Registration registration upon request under Section 2.011(a), nor shall any such registration hereunder be deemed to have been effected pursuant to Section 1(a).

Right to Piggyback. If EasyLink (a) Whenever the Company proposes to register any of its securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations for sale by the Company solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and cash (other than pursuant to Section 2.012 hereof) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink the Company will at each such time give prompt written notice to all Holders of its intention intentions to do so and of Holders's rights under this Section 2.02effect such a registration not later than the 45 days prior to the anticipated filing date. Upon The Company will include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written request of any Holders made for inclusion therein within 30 twenty business days after the receipt by the Holders of the Company's notice. Each Selling Holder shall be permitted to withdraw all of any such notice (which request shall specify the part of its Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, from a Piggyback Registration at any time after giving written notice of its intention to register any securities and prior to the effective date of such Piggyback Registration. If a Piggyback Registration is an underwritten offering, each Selling Holder shall be obligated to sell its Registrable Securities on the same terms and conditions as apply to the securities being issued and sold by the Company; provided, however, that it an underwritten offering is being conducted in which Selling Holders seek to exercise their piggyback rights and the managing underwriter advises the Company in writing that in its opinion the total number or dollar amount of Registrable Securities requested to be included in such registration exceeds the number or dollar amount of securities which can be offered and sold on reasonable terms and price under prevailing market conditions, the Company will include in such registration first the securities which the Company proposes to sell, and then the number and dollar amount of Registrable Securities of Selling Holders on a proportionate basis, which, in the opinion of the underwriter, can be sold; and, further provided, that if shares of the Company's common stock held by Persons other than the Company or any Holder or Holders of the Registrable Securities were proposed to be included in such registration statement, there shall first be a reduction in the dollar amount of the shares which such other Persons propose to include in such registration statement filed before any reduction of any Holder or Holders of Registrable Securities. Notwithstanding the foregoing, if the Company proposes to sell any of its securities under the Securities Act pursuant to the terms of warrants, rights or convertible securities which are being registered in connection with such registration, EasyLink shall determine for any reason not to register or to delay the registration of such securitieswarrants, EasyLink mayrights or convertible securities or in connection with dividend reinvestment plans and other than pursuant to Section 2 hereof, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, Company shall be relieved of its have no obligation to register any Registrable Securities for sale as part of the offering of such warrants, rights or convertible securities unless the Registrable Securities can be registered and sold in connection with an offering conducted subsequent to such offering, and provided that if the Company, the managing underwriter or their representatives, or the selling dealers or their representatives, if any, determine, reasonably and in good faith that the number of securities on any such registration (but not from its obligation to pay exceeds the registration expenses number of shares which can be offered and sold on reasonable terms and price under Section 2.05 prevailing market conditions, the Company will include in connection therewith), without prejudice, however, to the rights of Holders to request that such registration first the warrants, rights or convertible securities which the Company proposes to sell and then, in a subsequent offering, the number and dollar amount of Registrable Securities which can be effected as sold under prevailing market conditions, reduced, if necessary on a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering proportionate basis among such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Selling Holders.

Right to Piggyback. If EasyLink Each time the Corporation proposes to register offer any of its equity securities under the Act in connection with a firm commitment registered underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(kan Excluded Registration) under the Act, Securities Act (whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration account of Registrable Securities the Corporation or the account of any equity holder of the Corporation other than a Holder) (a "“Piggyback Registration"Offering”), EasyLink will at each such time the Corporation shall give prompt written notice to Holders each Holder of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice Registrable Securities (which request notice shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition given not less than ten (in accordance with such intended methods thereof10) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and days prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) the offering in the case of an underwritten offering pursuant to Rule 415 under the Securities Act (or any successor rule) (a determination not “Corporation Shelf Registration”) or (ii) the anticipated filing date of the Corporation’s registration statement in a registration other than a Corporation Shelf Registration), which notice shall offer each such Holder the opportunity to register, shall be relieved include any or all of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith)underwritten offering, without prejudice, however, subject to the rights limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Securities included in such underwritten offering shall so advise the Corporation in writing (stating the number and type of Holders Registrable Securities desired to be registered or included) within three (3) days after the date of such notice from the Corporation. Any Holder shall have the right to withdraw such Holder’s request that for inclusion of such registration Holder’s Registrable Securities in any underwritten offering pursuant to this Section 2.2.1 by giving written notice to the Corporation of such withdrawal. Subject to Section 2.2.2 below, the Corporation shall include in such underwritten offering all such Registrable Securities so requested to be effected as a Mandatory Registration under Section 2.01included therein. Notwithstanding the foregoing, and (ii) in the case of a determination to delay registering, Corporation may at any time withdraw or cease proceeding with any such offering if it shall be permitted to delay registering any Registrable Securities, for at the same period as time withdraw or cease proceeding with the delay offering of all other equity securities originally proposed to be included in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01offering.

Right to Piggyback. If EasyLink proposes to register any of its securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by the Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink will at each such time give prompt written notice to all Holders of its intention to do so and of such Holders's ' rights under this Section 2.02. Upon the written request of any Holders such Holder made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders such Holder and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holdersthe Holders thereof, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders any Holder entitled to do so to request that such registration be effected as a Mandatory Demand Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Demand Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink proposes Whenever the Company shall determine to register prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its securities equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Act Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with a firm commitment underwritten offering (other than registrations solely for the registration any acquisition of shares any entity or business or equity securities issuable in connection with an stock option or other employee benefit plan or a merger or consolidation and other than pursuant plans, the Company shall send to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration each Holder of Registrable Securities (a "Piggyback Registration"), EasyLink will at each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made such determination within 30 two (2) Business Days thereof and, if within twenty (20) days after the receipt of such notice, any such notice Holder shall so request in writing to participate in such offering (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereofHolders), EasyLink the Company will use its reasonable commercial best efforts to effect the registration under the Securities Act of all Registrable Securities which EasyLink the Company has been so requested to register by Holdersthe Holder, to the extent required requisite to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered; provided, provided that if, if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securities, EasyLink the Company may, at its election, give written notice of such determination to Holders such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under in accordance with Section 2.05 in connection therewith6 hereof), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities being registered pursuant to this Section 3 for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink Whenever the Company proposes to register sell any of its securities Common Stock pursuant to a registration statement in an underwritten offering under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"Takedown”), EasyLink will at each such time the Company shall give prompt written notice (a “Piggyback Notice”) to all Holders of Registrable Securities of its intention to do so and effect such Piggyback Takedown; provided, that if a Holder notifies the Company in writing that it does not wish to receive notices of Holders's rights Piggyback Takedowns, the Company will not send such Holder any such notices. In the case of a Piggyback Takedown that is an underwritten offering under this Section 2.02a shelf registration statement, such notice shall be given not less than five Business Days prior to the expected date of commencement of marketing efforts for such Piggyback Takedown. Upon In the written case of a Piggyback Takedown that is an underwritten offering under a registration statement that is not a shelf registration statement, such notice shall be given not less than five Business Days prior to the expected date of filing of such registration statement. Each Holder shall be entitled to make a request in writing to the Company (including by electronic mail) within two Business Days (in the case of an underwritten offering under a Shelf Registration Statement on Form S-3) or within five Business Days (in the case of an underwritten offering under any Holders made within 30 days other registration statements) after the receipt of any such notice (Piggyback Notice, which request shall specify the number of Registrable Securities intended to be disposed of by Holders such Holder, and the intended method Company shall, subject to the provisions of distribution thereofSections 3(b) and 3(c), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of include in such Piggyback Takedown, as applicable, all Registrable Securities with respect to which EasyLink the Company has been so requested to register by Holdersreceived written requests for inclusion therein within five days after sending the Company’s notice. For the avoidance of doubt, a Piggyback Takedown shall not be considered an Underwritten Shelf Takedown for purposes of Section 2. Notwithstanding anything to the extent required contrary contained herein, the Company may determine not to permit proceed with any Piggyback Takedown upon written notice to the disposition (Holders of Registrable Securities requesting to include their Registrable Securities in accordance with such intended methods thereof) Piggyback Takedown. Prior to the commencement of marketing efforts for such Piggyback Takedown, the Company shall advise the Holders of Registrable Securities requesting to include their Registrable Securities in such Piggyback Takedown of the price range acceptable to the Company in such offering, and each such Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities so to be registered, provided that if, from a Piggyback Takedown at any time after giving written notice of its intention to register any securities and prior to the effective earlier of (1) the date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration that is two Business Days after receipt of such securitiesprice range information and (2) commencement of marketing efforts for such Piggyback Takedown, EasyLink may, at its election, give written notice of and such determination Holder shall continue to Holders and, thereupon, (i) in have the case of a determination not right to register, shall be relieved of its obligation to register include any Registrable Securities in connection with such registration (but any subsequent Shelf Takedown, all upon the terms and conditions set forth herein. For the avoidance of doubt, any at-the-market offering or similar continuous offering program of the Company shall not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights constitute a “Piggyback Takedown” for purposes of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01this Agreement, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 3 shall relieve EasyLink of its obligation not apply to effect any Mandatory Registration upon request under Section 2.01such offering.

Right to Piggyback. If EasyLink Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Corporation proposes to register any of its securities file a registration statement under the Securities Act in connection with a firm commitment underwritten respect to an offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, Class A Common Stock whether or not for sale for EasyLink's of its own accountaccount (other than a registration statement (i) on Form X-0, and the registration form to be used may be used for the registration of Registrable Securities Xxxx X-0 or any successor forms thereto or (a "Piggyback Registration"ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), EasyLink will at then, each such time time, the Corporation shall give prompt written notice of such proposed filing at least ten (10) business days before the anticipated filing date (the “Piggyback Notice”) to Holders all of its intention the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to do so and include (or cause to be included) in such registration statement the number of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended as each such holder may request (a “Piggyback Registration”). Subject to be disposed of by Holders and Section 4(b) hereof, the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of Corporation shall include in each such Piggyback Registration all Registrable Securities from all holders with respect to which EasyLink the Corporation has received written requests for inclusion therein within ten (10) days after notice has been so requested to register by Holders, given to the extent required applicable holder. Notwithstanding the foregoing, the Corporation may delay any Piggyback Notice until after filing a registration statement, so long as all recipients of such notice have the same amount of time to permit the disposition (determine whether to participate in accordance with an offering as they would have had if such intended methods thereof) notice had not been so delayed. Each eligible holder of Registrable Securities shall be permitted to withdraw all or part of the Registrable Securities so to be registered, provided that if, at any time after from a Piggyback Registration by giving written notice to the Corporation of its intention request to register any securities and withdraw; provided, however, that such request must be made prior to the effective date earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration statement filed and otherwise may only be made in accordance with procedures reasonably determined by the underwriters in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration underwriting arrangements. There is no limitation on the number of such securities, EasyLink may, at its election, give written notice piggyback registrations pursuant to the preceding sentence which the Corporation is obligated to effect. The Corporation shall be required to maintain the effectiveness of such determination the Registration Statement for a Piggyback Registration until the earlier to Holders and, thereupon, occur of (i) in 180 days after the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. Notwithstanding anything to the case contrary in this Agreement, in connection with a Public Offering (other than pursuant to a Demand Registration, the procedures for which are addressed in Section 3, and an Underwritten Block Trade) in which a Major Shareholder is selling (or causing to be sold) shares of Class A Common Stock beneficially owned by them on a determination to delay registeringsecondary basis, the Corporation shall be permitted required to delay registering any deliver a Piggyback Notice and in such event all other holders of Registrable Securities, for Securities shall have the same period as the delay right to participate in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01offering on a pro rata basis with such Major Shareholder.

Right to Piggyback. If EasyLink Beginning on the date hereof and continuing until the fifth anniversary of an Initial Public Offering, if the Company at any time proposes to register any of its securities Class A Common Stock under the Securities Act in connection with a firm commitment underwritten offering (other than registrations on Form S-4 or S-8 or the equivalent thereof) with respect to an underwritten public offering solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's its own account, account and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities, the Company will give prompt written notice to all Shareholders of its intent to do so. Within 30 days after receipt of such notice, the Qualified Piggyback Shareholders may by written notice to the Company request the registration by the Company under the Securities Act of Registrable Securities in connection with such proposed registration by the Company under the Securities Act of its Class A Common Stock (a "Piggyback Registration"), EasyLink will at each such time give prompt . Such written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request Company shall specify the Registrable Securities intended to be disposed of by Holders and such Qualified Piggyback Shareholders. Upon receipt of such request, the intended method of distribution thereof), EasyLink Company will use its reasonable commercial best efforts to effect the registration register under the Securities Act of all Registrable Securities which EasyLink the Company has been so requested to register by Holdersregister, to the extent required requisite to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered; provided, provided however, that if, if at any time after giving written notice of its intention intent to register any securities Class A Common Stock and prior to before the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, EasyLink shall determine the Company determines for any reason not to register or to delay registration of such securitiesClass A Common Stock, EasyLink the Company may, at its election, give written notice of such determination to Holders the Qualified Piggyback Shareholders, and, thereupon, (i) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration Piggyback Registration (but not from its obligation to pay the registration expenses under pursuant to Section 2.05 in connection therewith5 hereof), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to the Company may delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securitiesClass A Common Stock. No registration effected under this Section 2.02 The Qualified Piggyback Shareholders shall relieve EasyLink of its obligation be entitled to effect any Mandatory Registration upon request under Section 2.01not more than four Piggyback Registrations.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form proposed to be used may be used for to register the registration resale of Registrable Securities (each, a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice (in any event at least ten (10) Business Days prior to Holders the 3 CPAM: 10017180.3 anticipated filing date of the Registration Statement relating to such registration) to each Holder of its intention to do so effect such a registration and shall use its commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received a written request from each Holder for inclusion therein within five (5) Business Days following such Holder’s receipt of Holders's rights the Company’s notice. All Holders proposing to distribute their securities through a Piggyback Registration that involves an underwriter(s) shall enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected for such Piggyback Registration, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (i) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company, (ii) the liability of any Holder shall be limited as provided in Section 7(b) hereof, (iii) each Holder shall complete and execute all questionnaires, powers-of­attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement, (iv) each Holder shall provide all customary information reasonably requested by the Company or the underwriter in connection with such registration and (v) each Holder shall comply with all federal and state securities laws applicable thereto in connection with such registration. No registration effected under this Section 2.02. Upon 2 shall relieve the written request Company of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts obligations to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register a Demand Registration required by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, Section 1. If at any time after giving written notice of its intention to register any Company securities pursuant to this Section 3(a) and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, the Company shall give written notice to all of the Holders participating in such determination to Holders Piggyback Registration and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01registration.

Right to Piggyback. If EasyLink Whenever prior to the eighth anniversary of the date on which the Effective Time occurs the Company proposes to register Company Common Stock (for its own account or for the account of any other holder of its securities securities) under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to a Demand Registration which shall be governed by Section 2.012, and registrations on Form S-4 or Form S-8 or on any successor or other form promulgated for similar purposes or relating to a Rule 145 transaction) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities for sale to the public under the Securities Act (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders all holders of Registrable Securities of its intention to do so and of Holders's rights under this Section 2.02. Upon effect such a registration and, subject to the terms hereof, shall use commercially reasonable efforts to include in such registration all Registrable Securities with respect to which the Company has received written request of any Holders made within 30 days after the receipt of any such notice requests for inclusion therein (which request shall specify the number of Registrable Securities intended to be disposed of by Holders and such Holder) within 21 days after such holders receive the intended method of distribution thereof)Company’s notice; provided, EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition that (in accordance with such intended methods thereofi) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securitiesproceed with the proposed registration, EasyLink the Company may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case each holder of a determination not to register, Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) if such registration involves an underwritten offering by the Company, all holders requesting to be included in the case of a determination Company’s registration must sell their Registrable Securities to delay registering, such underwriters who shall be permitted to delay registering any Registrable Securities, for have been selected by the Company on the same period terms and conditions as apply to the delay Company, with such differences, including any with respect to indemnification and contribution, as may be customary or appropriate in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01combined primary and secondary offerings.

Right to Piggyback. If EasyLink From and after the date which is twelve months from the date of this Agreement, whenever the Company proposes to register any of its equity securities under the Securities Act (other than a registration effected in connection with a firm commitment underwritten offering stock option or other employee benefit arrangements of the Company or its affiliates (other than registrations solely for such as a Registration Statement on Form S-8), a registration effected in connection with the conversion of debt securities, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of shares Registrable Securities (such as a Registration Statement on Form S-4), or a registration effected in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountacquisition), and the form of registration form statement to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink the Company will at each such time give prompt written notice (the "Notice") to Holders all Investors of its intention to do so effect such a registration and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein, subject to the provisions of Holders's rights under this Section 2.022.3 and 2.4 hereof. Upon Such requests for inclusion shall be in writing and delivered to the written request of any Holders made Company within 30 five business days after the Investor's receipt of any such notice (which request the Notice and shall specify the number of Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof); provided, EasyLink however, that the Company will use its commercially reasonable commercial efforts to effect extend the time in which the Investor must provide such written request for inclusion to the extent that such extension does not impede the Company's ability to have the registration under statement declared effective or otherwise move forward in the Act registration offering or sale process. Any holder shall have the right to withdraw its request for inclusion of all its Registrable Securities in any Registration Statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw. The Company may withdraw a Piggyback Registration at any time prior to the time it becomes effective. The Company is not required to include in a registration any Registrable Securities which EasyLink has been so requested the holder is not then entitled to register offer to sell whether by Holders, contractual restriction or by law. If a holder decides not to the extent required to permit the disposition (in accordance with such intended methods thereof) include all of the its Registrable Securities so to be registered, provided that if, at in any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with by the Company, such registration, EasyLink holder shall determine for any reason not nevertheless continue to register or have the right to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register include any Registrable Securities in connection any subsequent registration statement or registration statements as may be filed by the Company with such registration (but not from its obligation respect to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink offerings of its obligation to effect any Mandatory Registration securities, all upon request under Section 2.01the terms and conditions set forth herein.

Right to Piggyback. If EasyLink at any time after consummation of the IPO the Corporation proposes to register any of its securities under the Securities Act in connection with a firm commitment underwritten the public offering of such securities (other than registrations solely for the a registration of shares in connection with an relating to employee benefit plan plans or a merger corporate reorganization or consolidation and other than pursuant to Section 2.01) at acquisition, or a registration on any time before all form that does not permit inclusion of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration sales of Registrable Securities Securities) (a "Piggyback Registration"), EasyLink the Corporation will at each such time give prompt written notice to Holders all holders of Registrable Securities of its intention to do so and effect such a registration not later than the earlier to occur of Holders's (i) 10 days following receipt by the Corporation of notice of exercise of demand registration rights under this Section 2.02. Upon the written request of any Holders made within or (ii) 30 days after prior to the receipt of any anticipated filing date; provided, that such notice (which request shall specify indicate the Registrable Securities intended to be disposed number of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so shares proposed to be registered, provided the proposed means of distribution of such securities and the proposed managing underwriters of such offering; provided, however, that the Corporation shall not be required to give such notice or to include any Registrable Securities in a Piggyback Registration unless the Registrable Securities to be so included are of the same class as the other securities to be included in such registration. Subject to the provisions of Sections 5(b) and (c), the Corporation will include in such Piggyback Registration all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein within 15 days after delivery of the Corporation's notice. The holders of Registrable Securities will be permitted to withdraw all or any part of such holder's Registrable Securities from a Piggyback Registration at any time prior to the date such Piggyback Registration becomes effective with the SEC; provided, however, if the Piggyback Registration is an underwritten offering, the holders of Registrable Securities may do so only on the reasonable and customary terms agreed upon by the managing underwriters for such offering. If a Piggyback Registration is an underwritten offering effected under (i) Section 5(b), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Corporation or (ii) Section 5(c), all Persons whose securities are included in the Piggyback Registration will be obligated to sell their securities on the same terms and conditions as apply to the securities being sold by the Person or Persons who initiated the Piggyback Registration under Section 5(c). The foregoing notwithstanding, if, at any time after giving written notice of its intention to register any securities and a Piggyback Registration but prior to the effective date of the registration statement filed in connection with such registrationtherewith, EasyLink the Corporation shall determine for any reason not to register or the securities described in its notice of its intention to delay file a registration of such securitiesstatement, EasyLink the Corporation may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case holders of a determination not to register, Registrable Securities and thereupon shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01registration.

Right to Piggyback. If EasyLink CSRA proposes to register any of its securities under the Act CSRA Common Stock (whether or not in combination with any other equity or debt security or otherwise and whether or not in connection with a firm commitment underwritten offering Shelf Registration) under the Securities Act (other than registrations solely for the registration of shares in connection with an employee benefit plan registration on Form S-4 or a merger Form S-8 or consolidation and other than pursuant any successor or similar forms, or relating solely to Section 2.01the sale of debt or convertible debt instruments) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Stockholder Registrable Securities (a "Piggyback Registration"), EasyLink will at each such time CSRA shall give prompt written notice to Holders the Stockholders of its intention to do so effect such a registration. Each such notice shall specify the approximate number of shares of CSRA Common Stock to be registered. Subject to Sections 4.2 and 4.3, if Stockholder Registrable Securities in the aggregate equal 2% or more of Holders's rights the outstanding shares of CSRA Common Stock, CSRA will include in such registration (and in all related registrations or qualifications under this Section 2.02. Upon the blue sky laws and in any related underwriting) all Stockholder Registrable Securities with respect to which CSRA has received a written request of from any Holders made Stockholder for inclusion therein within 30 10 days after the receipt delivery of any such notice notice; provided that (which request shall specify the i) each seller must sell its Stockholder Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (underwriter or underwriters selected by CSRA in accordance connection with such intended methods thereofoffering on the same terms and conditions as apply to CSRA and (ii) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice to the relevant Stockholder of its intention to register any securities and prior to the effective date of the registration statement filed in connection with effect such registration, EasyLink CSRA shall determine for any reason not to register or any of its CSRA Common Stock under the Securities Act, CSRA shall give notice to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, relevant Stockholder and thereupon shall be relieved of its obligation to register any Stockholder Registrable Securities in connection with such registration (but not from its and, except for the obligation to pay Registration Expenses pursuant to Section 5.2 CSRA shall have no liability to the registration expenses under Section 2.05 holders of Stockholder Registrable Securities in connection therewith), without prejudice, however, with such termination or withdrawal. CSRA shall have the right to select the rights of Holders underwriter or underwriters to request that administer any underwritten offering in connection with such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01related offering.

Right to Piggyback. If EasyLink at any time, the Corporation proposes to register any of its securities file a registration statement under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan except on Form X-0, Xxxx X-0, or a merger or consolidation and other than pursuant to Section 2.01any successor forms thereto) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's its own accountaccount (other than a registration effected pursuant to Section 2.2 hereof), and then the registration form Corporation shall give written notice of such proposed filing to be used may be used for the registration holders of Registrable Securities at least 15 days before the anticipated filing date (the “Piggyback Notice”). The Piggyback Notice shall offer such holders the opportunity to register such amount of Registrable Securities as each such holder may request (a "“Piggyback Registration"”). Subject to Section 2.3(b) hereof, EasyLink will at each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon upon the written request of any Holders such holders of Registrable Securities made within 30 10 days after of the receipt date of any such notice the Piggyback Notice (which request shall specify the aggregate number of the Registrable Securities intended to be disposed of by Holders registered and will also specify the intended method of distribution disposition thereof), EasyLink the Corporation will use its reasonable commercial best efforts to effect the registration under the Securities Act of all Registrable Securities which EasyLink the Corporation has been so requested to register by Holdersthe holders thereof, to the extent required to permit the public disposition (without limitation or restriction as to amount or number of Registrable Securities to be sold) (in accordance with such intended methods thereof) of the Registrable Securities so to be so registered; provided, provided however, that if, at if any time after giving written notice of its intention to register any securities the proposed filing and prior to the effective date of the registration statement filed in connection with such registration, EasyLink registration the Corporation shall determine for any reason not to register or to delay registration pursue the effectiveness of such securitiesthe registration, EasyLink may, at its election, the Corporation shall give written notice of such determination to Holders each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudice, however, to the rights . The holders of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, Registrable Securities shall be permitted to delay registering withdraw all or part of the Registrable Securities from a Piggyback Registration at any Registrable Securities, for time prior to the same period as the delay in registering effective date of such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Piggyback Registration.

Right to Piggyback. If EasyLink Beginning on the date hereof, if the Company at any time proposes to register any of its securities Common Stock or Common Stock Equivalents (the "Piggyback Securities") under the Securities Act in connection with a firm commitment underwritten offering (other than registrations on Form S-4 or S-8 under the Securities Act or the equivalents thereof) with respect to an underwritten public offering solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's its own account, account and the registration form of Registration Statement to be used may be used for the registration of Registrable Securities, the Company will give prompt written notice (a "Piggyback Registration Notice") to all Shareholders upon the earlier of (i) forty-five (45) days prior to the anticipated filing date or (ii) promptly following its decision to file or its intent to file such a registration statement, which notice shall specify the proposed offering price (or reasonable range thereof), the kind and number of securities to be registered, the distribution arrangements and such other information at the time appropriate to include in such notice. Within thirty (30) days after receipt of a Piggyback Registration Notice, any Qualified Shareholder may, by written notice to the Company, request the registration by the Company under the Securities Act of Registrable Securities in connection with such proposed registration by the Company under the Securities Act of its Piggyback Securities (a "Piggyback Registration"), EasyLink will at each such time give prompt . Such written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request Company shall specify the Registrable Securities intended to be disposed of by Holders and such Qualified Shareholder. Upon receipt of such request, the intended method of distribution thereof), EasyLink Company will use its reasonable commercial best efforts to effect the registration register under the Securities Act of all Registrable Securities which EasyLink the Company has been so requested to register by Holdersregister, to the extent required requisite to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered; provided, provided however, that if, if at any time after giving written notice of its intention intent to register any securities Piggyback Securities and prior to before the effective date of the registration statement Registration Statement filed in connection with such registrationPiggyback Registration, EasyLink shall determine the Company determines for any reason not to register or to delay registration of such Piggyback securities, EasyLink the Company may, at its election, give written notice of such determination to Holders the Qualified Shareholder(s), and, thereupon, (i1) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with such registration Piggyback Registration (but not from its obligation to pay the registration expenses under pursuant to Section 2.05 in connection therewith5 hereof), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii2) in the case of a determination to delay registering, shall be permitted to the Company may delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Piggyback Securities.

Right to Piggyback. If EasyLink Whenever prior to the Termination Date CPLP proposes to register file (i) a shelf registration statement, other than the Registration Statement contemplated by Section 3(a), or a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 3(a) and the Holders may be included without the filing of a post-effective amendment, or (ii) a registration statement, other than a shelf registration statement, (in each case other than on a registration statement on Form X-0, X-0, X-0 or F-4, or any similar successor forms), whether for its own account or for the account of its securities under the Act in connection with a firm commitment underwritten offering one or more holders of Units (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01Holders) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time CPLP shall give prompt written notice to the Holders of its intention to do so effect such a registration and, subject to Sections 2(b) and 2(c), shall include in such registration statement and in any offering of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended Units to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts made pursuant to effect the that registration under the Act of statement all Registrable Securities with respect to which EasyLink CPLP has been so requested to register by Holdersreceived a written request for inclusion therein from a Holder within 10 days after such Holder’s receipt of CPLP’s notice (or as much notice as practicable, to which, for the extent required to permit the disposition (in accordance with such intended methods thereof) avoidance of the Registrable Securities so to doubt may be registeredas little as one hour, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with any overnight or bought Underwritten Offering; provided, that if in connection with an offering of any primary securities by CPLP, if it is not practicable to provide such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination an overnight or bought Underwritten Offering, CPLP shall not to registerbe required; provided; further, that if the managing underwriters advise CPLP that in their opinion no additional Units may be sold in such offering without materially delaying or jeopardizing the success of such offer, no notice shall be relieved required); provided that only Registrable Securities of its the same class or classes as the Units being registered may be included. CPLP shall have no obligation to register proceed with any Registrable Securities in connection with Piggyback Registration and may abandon, terminate and/or withdraw such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, for any reason at any time prior to the rights of Holders pricing thereof. If CPLP or any other Person other than a Holder proposes to request that sell Units in an Underwritten Offering pursuant to a registration statement on Form F-3 under the Securities Act, such registration offering shall be effected treated as a Mandatory Registration under Section 2.01, and (ii) in the case of primary or secondary Underwritten Offering pursuant to a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Piggyback Registration.

Right to Piggyback. If EasyLink proposes to register any of its securities under the Act Except as provided in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.014(d) below, if, at any time before all of after the Registrable Securities are eligible for public resale by Holders pursuant Lock Up Period but prior to Rule 144(k) the Final Date, Issuer proposes to file a registration statement under the Act, whether other than a shelf registration statement of Issuer pursuant to Rule 415 under the Act (an "Issuer Shelf Registration Statement"), or not for sale for EasyLink's own accountto make an offering from a then-effective Issuer Shelf Registration Statement, and in each case with respect to the registration form to be used may be used or offering of Common Units for its own account or on behalf of an Affiliate or Affiliates of Issuer (which term shall include for the registration purposes of this Section 4(a) any director or executive officer of Issuer or of an Affiliate of Issuer), then Issuer shall, in each such case, give written notice of such proposed filing or offering, as the case may be, to the Holders of Registrable Securities as soon as practicable, and such notice shall offer such Holders the opportunity to include Registrable Securities in any such registration statement (or, in the case of an offering from a then-effective Issuer Shelf Registration Statement, to include Registrable Securities covered by the Shelf Registration under Section 3 in a secondary offering concurrent with Issuer's primary offering of Common Units covered by the Issuer Shelf Registration Statement) pursuant to the terms hereof (each, a "Piggyback Registration"). Each Holder that, EasyLink will at each the time of receiving such time give prompt written notice to Holders notice, holds at least 10% of its intention to do so and the aggregate number of Holders's rights under this Section 2.02. Upon the written request units of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended issued on the date hereof pursuant to be disposed of by Holders the Purchase Agreement and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts desires to effect the registration under the Act of all include Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration(or, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of an offering from a determination not then-effective Issuer Shelf Registration Statement, desires to register, shall be relieved of its obligation to register any include Registrable Securities in connection with such registration (but not from its obligation to pay covered by the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Shelf Registration under Section 2.01, 3 in a secondary offering concurrent with Issuer's primary offering of Common Units covered by the Issuer Shelf Registration Statement) on the same terms and (ii) in conditions as the case Common Units of a determination to delay registeringIssuer or of such Affiliate or Affiliates of Issuer included therein, shall so advise Issuer in writing promptly, but in no event longer than within five (5) business days after the date of notice from Issuer, which notice from the Holder shall state the number of Registrable Securities desired to be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01registered or sold.

Right to Piggyback. If EasyLink Whenever prior to the Termination Date CPLP proposes to register file (i) a shelf registration statement, other than the Registration Statement contemplated by Section 3(a), or a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 3(a) and the Holder may be included without the filing of a post-effective amendment, or (ii) a registration statement, other than a shelf registration statement, (in each case other than on a registration statement on Form X-0, X-0, X-0 or F-4, or any similar successor forms), whether for its own account or for the account of one or more holders of Units (other than the Holder) (a “Piggyback Registration”), CPLP shall give written notice to the Holder of its securities under intention to effect such a registration and, subject to Sections 2(b) and 2(c), shall include in such registration statement and in any offering of Units to be made pursuant to that registration statement all Registrable Securities with respect to which CPLP has received a written request for inclusion therein from the Act Holder within 10 days after the Holder’s receipt of CPLP’s notice (or as much notice as practicable, which, for the avoidance of doubt may be as little as one hour, in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares any overnight or bought Underwritten Offering; provided, that if in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink will at each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request offering of any Holders made within 30 days after the receipt of any primary securities by CPLP, if it is not practicable to provide such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination an overnight or bought Underwritten Offering, CPLP shall not to registerbe required; provided; further, that if the managing underwriters advise CPLP that in their opinion no additional Units may be sold in such offering without materially delaying or jeopardizing the success of such offer, no notice shall be relieved required); provided that only Registrable Securities of its the same class or classes as the Units being registered may be included. CPLP shall have no obligation to register proceed with any Registrable Securities in connection with Piggyback Registration and may abandon, terminate and/or withdraw such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, for any reason at any time prior to the rights of pricing thereof. If CPLP or any other Person other than the CPLP Holders proposes to request that sell Units in an Underwritten Offering pursuant to a registration statement on Form F-3 under the Securities Act, such registration offering shall be effected treated as a Mandatory Registration under Section 2.01, and (ii) in the case of primary or secondary Underwritten Offering pursuant to a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Piggyback Registration.

Right to Piggyback. If EasyLink proposes Mail.xxx xxxposes to register any of its securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section SECTION 2.01) at any time before all of the Registrable Securities are eligible for public resale by the Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own Mail.xxx'x xwn account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink will Mail.xxx xxxl at each such time give prompt written notice to all Holders of its intention to do so and of such Holders's ' rights under this Section SECTION 2.02. Upon the written request of any Holders such Holder made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders such Holder and the intended method of distribution thereof), EasyLink will Mail.xxx xxxl use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has Mail.xxx xxx been so requested to register by Holdersthe Holders thereof, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall Mail.xxx xxxll determine for any reason not to register or to delay registration of such securities, EasyLink mayMail.xxx xxx, at its election, give written notice of such determination to Holders each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section SECTION 2.05 in connection therewith), without prejudice, however, to the rights of Holders any Holder entitled to do so to request that such registration be effected as a Mandatory Demand Registration under Section SECTION 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.a

Right to Piggyback. If EasyLink Subject to Sections 2(c) and 2(d) hereof, if at any time prior to the first anniversary of the Date of Issuance, Sykes proposes to register file a Registration Statement under the Securities Act with respect to any offering that will close on or after May 15, 1999 (or, if earlier, on or after the date that Sykes publishes the 30-day combined financial results of Sykes and the Company), other than by the Holders, of securities of the same class as the Registrable Securities for its own account or on behalf of any of its securities under the Act in connection with a firm commitment underwritten offering security holders (other than registrations solely for (i) a registration on Form S-8 or S-4 or any successor form, (ii) a registration relating to a transaction subject to Rule 145 under the Securities Act, or (iii) any registration of shares in connection with securities as it relates to an offering and sale to management of Sykes pursuant to any employee stock plan or other employee benefit plan arrangement) then, as soon as practicable (but in no event less than twenty (20) days prior to the proposed date of filing such Registration Statement), Sykes shall give written notice (including the proposed offering price or a merger or consolidation range of offering prices, the type and other than pursuant amount of securities proposed to Section 2.01) at any time before all be registered, proposed distribution arrangements and the name of the Registrable Securities are eligible for public resale by Holders pursuant managing underwriter) of such proposed filing to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountHolders, and such notice shall offer the registration form Holders the opportunity to be used may be used for the registration register such number of Registrable Securities as the Holders may request (a "Piggyback Registration"). Subject to Section 2(d) hereof, EasyLink will at each Sykes shall include in such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made Registration Statement all Registrable Securities requested within 30 fifteen (15) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by the Holders and to be included in the intended method of distribution thereofregistration for such offering pursuant to a Piggyback Registration), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holdersprovided, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registeredhowever, provided that if, at any time after giving written notice of its intention to register any securities of the same class as the Registrable Securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, EasyLink Sykes shall determine for any reason not to register or to delay registration of such securitiesthe securities of the same class as the Registrable Securities to be registered for sale by Sykes, EasyLink Sykes may, at its election, give written notice of such determination to Holders the Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

Right to Piggyback. If EasyLink the Company or any Holder proposes to register any of its securities conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act in connection with a firm commitment underwritten offering (respect to the Registration of, equity securities, or securities or other than registrations solely obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the registration account of shares in connection with shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an employee benefit plan or a merger or consolidation and other than Underwritten Shelf Takedown pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"2(a)(iv)), EasyLink will at each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of other than a Registration Statement (or any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance registered offering with such intended methods thereofrespect thereto) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registrationany employee stock option or other benefit plan, EasyLink or pursuant to a Registration Statement on Form F-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), , then the Company shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination proposed offering to all of the Holders andof Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, thereupon, (i) in the case of an Underwritten Offering pursuant to a determination not Shelf Registration Statement, the applicable “red hxxxxxx” Prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to registerbe included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such Registration, a “Piggyback Registration”). Subject to Section 2(b)(ii), the Company shall cause all such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(b)(i) to be relieved included therein on the same terms and conditions as any similar securities of its obligation the Company included in such Registration and to register any permit the sale or other disposition of such Registrable Securities in connection accordance with such registration (but not from its obligation to pay the registration expenses under Section 2.05 intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Piggyback Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted subject to delay registering any Registrable Securities, such Holder’s agreement to enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Company.

Right to Piggyback. If EasyLink Subject to the last sentence of this subsection (i), whenever, after an initial public offering of Common Stock by the Company, the Company proposes to register any of its securities Common Stock under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of the Registrable Securities (other than a registration statement on Forms S-4 or S-8 or any similar successor forms) (a "Piggyback Registration" or a "Registration"), EasyLink the Company will at each such time give prompt written notice to Holders all holders of Registrable Securities, at least 30 days prior to the anticipated filing date, of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any effect such a Registration, which notice (which request shall will specify the Registrable Securities intended to be disposed proposed offering price, the kind and number of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so securities proposed to be registered, provided the distribution arrangements and such other information that at the time would be appropriate to include in such notice, and will, subject to subsection (a)(ii) below, include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 business days after the delivery of the Company's notice; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securities, EasyLink the Company may, at its election, give written notice of such determination to Holders each holder and, thereupon, (iA) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 3(a)(i) in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 incurred in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, ) and (iiB) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected Securities under this Section 2.02 3(a)(i) during the period that the registration of such other securities included in such Registration Statement is delayed. The Company further agrees to supplement or amend a Registration Statement if required by applicable laws, rules or regulations or by the instructions applicable to the registration form used by the Company for such Registration Statement. Each Holder shall relieve EasyLink be permitted to withdraw all or any part of its obligation such Holder's Registrable Securities from a registration at any time prior to effect the effective date of the Registration Statement by notifying the Company of such withdrawal not later than two business days prior to such effective date. Except as may otherwise be provided in this Agreement, Registrable Securities with respect to which such request for registration has been received will be registered by the Company and offered to the public in a Piggyback Registration pursuant to this Section 3 on the terms and conditions at least as favorable as those applicable to the registration of shares of Common Stock to be sold by the Company and by any Mandatory other Person selling under such Piggyback Registration upon request under Section 2.01(including the right to participate in an initial public offering of Common Stock of the Company).

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its equity securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration proposed shareholder rights offering described in Section 10 of shares in connection with an employee benefit plan the Exchange Agreement, or a merger or consolidation and other than pursuant to Section 2.01) at any time before all a transaction described in Rule 145 of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the ActAct or on Form S-4 or S-8), whether or not for sale for EasyLink's its own account, and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"), EasyLink Company will at each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written confidential notice of such determination proposed filing to all Holders and, thereupon, (i) in all cases at least thirty (30) days before the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, anticipated filing date and (ii) in the case of a determination proposed registration in connection with the exercise of any demand registration rights (other than the demand registration rights under Section 1 hereof) within fifteen (15) days after the Company receives notice of such demand. Such notice shall offer such Holders the opportunity to delay registeringregister such amount of Registrable Securities as they shall request (a "Piggyback Registration"). Subject to Sections 3(a) and 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after such notice has been given by the Company to the Holders. If the Registration Statement relating to the Piggyback Registration is to cover an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Notice of the Company's intention to register such securities shall designate the proposed underwriters of such Public Offering (which shall be one or more underwriting firms of nationally recognized standing) and shall contain the Company's agreement to use its reasonable efforts, if requested to do so, to arrange for such underwriters to include in such underwriting the Registrable Securities that the Company has been so requested to sell pursuant to Section 2 of this Agreement, it being understood that the holders of Registrable Securities shall have no right to select different underwriters for the disposition of their Registrable Securities. The Holders shall be permitted to delay registering withdraw all or part of the Registrable Securities from a Piggyback Registration at any Registrable Securities, for time prior to the same period as the delay in registering effective time of such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Piggyback Registration.

Right to Piggyback. If EasyLink Each time BREP proposes to (x) register any of its equity securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01an Excluded Registration) at under Canadian Securities Laws or U.S. Securities Laws for sale to the public (whether for the account of BREP or the account of any time before all securityholder of the Registrable Securities are eligible for public resale by Holders BREP) or (y) sell any of its equity securities (other than pursuant to Rule 144(kan Excluded Registration) under the Actand with respect to which a Shelf Registration and prospectus supplement are expressly being utilized to effect such sale, whether or not for sale for EasyLink's own account, (clause (x) and the registration form (y) are each referred to be used may be used for the registration of Registrable Securities (as a "“Piggyback Registration"”), EasyLink will at each such time BREP shall give prompt written notice to Holders each Holder of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice Registrable Units (which request notice shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition given not less than twenty (in accordance with such intended methods thereof20) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and days prior to the effective anticipated filing date of the registration statement filed in connection with such registrationBREP’s Registration Statement or Prospectus, EasyLink shall determine for any reason or not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, less than ten (i10) days in the case of a determination not “bought deal” or “registered direct” financing), which notice shall offer each such Holder the opportunity to registerinclude any or all of its Registrable Units in such Registration Statement, prospectus supplement or Prospectus, as applicable, subject to the limitations contained in Section 2.2.2 hereof. Each Holder who desires to have its Registrable Units included in such Registration Statement, prospectus supplement or Prospectus, as applicable, shall so advise BREP in writing (stating the number of Registrable Units desired to be relieved registered) within ten (10) days after the date of its obligation to register any Registrable Securities in connection with such registration notice from BREP (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and or within one (ii1) Business Day in the case of a determination “bought deal” financing). Any Holder shall have the right to delay registeringwithdraw such Holder’s request for inclusion of such Holder’s Registrable Units in any Registration Statement, prospectus supplement or Prospectus, as applicable, pursuant to this Section 2.2.1 by giving written notice to BREP of such withdrawal. Subject to Section 2.2.2 below, BREP shall include in such Registration Statement, prospectus supplement or Prospectus, as applicable, all such Registrable Units so requested to be permitted to delay registering included therein; provided, however, that BREP may at any Registrable Securities, for time withdraw or cease proceeding with any such registration or sale if it shall at the same period as time withdraw or cease proceeding with the delay in registering such registration or sale of all other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation equity securities originally proposed to effect any Mandatory Registration upon request under Section 2.01be registered or sold.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely except for the registration of shares in connection with securities to be offered pursuant to an employee benefit plan or a merger or consolidation and other than on Form S-8, pursuant to Section 2.01a registration made on Form S-4, or any successor forms then in effect) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of the Registrable Securities (a "Piggyback Registration"), EasyLink it will at each such time give prompt so notify in writing all holders of Registrable Securities not later than 30 days prior to the anticipated filing date. Subject to the provisions of Section 11(c), the Company will include in the Piggyback Registration all Registrable Securities with respect to which the Company has received written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made requests for inclusion within 30 15 business days after the applicable holder's receipt of any such notice (which request shall specify the Company's notice. The holders of Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of may withdraw all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) or any part of the Registrable Securities so from a Piggyback Registration at any time before three business days prior to be registeredthe effective date of the Piggyback Registration. If a Piggyback Registration is an underwritten offering effected under Section 11(c), provided that if, all Persons whose securities are included in the Piggyback Registration must sell their securities on the same terms and conditions as apply to the securities being issued and sold by the Company. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink the Company shall determine for any reason not to register or to delay registration of such securities, EasyLink the Company may, at its election, give written notice of such determination to Holders and, thereupon, each holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its any obligation of the Company to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, ) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.