Common use of Shelf Takedowns Clause in Contracts

Shelf Takedowns. In the event that the Company files a Shelf Registration Statement pursuant to Section 2.1.1 and such registration statement becomes effective, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable Shares”). A Holder shall make such election with respect to an underwritten offering by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3.

Shelf Takedowns. In Subject to the event that provisions of Section 2(c) hereof, the Company files CD&R Stockholders shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by them as are then registered pursuant to a Shelf Registration Statement (each, a “Shelf Takedown”). The number of Shelf Takedowns that the CD&R Stockholders may effect pursuant to this Section 2(b) shall not be limited, provided that the number of Underwritten Offerings that may be effected hereunder shall be limited to a total of four (4) (less any Demand Requests made pursuant to Section 2.1.1 and such registration statement becomes effective2(e)), the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable Shares”). A Holder shall make such election with respect to an underwritten offering by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than only two (2) Business Days after receipt such Underwritten Offerings where the plan of distribution contemplates a Shelf Underwriting Request, the Company shall give written notice customary “road show” (the including an “Shelf Underwriting Noticeelectronic road show”) of such Shelf Underwriting Request to all or other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed of substantial marketing effort by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior (any such Underwritten Offering, a “Marketed Underwritten Shelf Offering”). Any such Shelf Takedown may be made in the United States by and pursuant to making such request any method or combination of methods legally available to the CD&R Stockholders (including an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in order to facilitate preparation of the registration statement, prospectus supplement connection with short sales and other offering documentation related to the underwritten block tradehedging transactions). The Company shall, at shall comply with the request applicable provisions of any Holder the Securities Act with respect to the disposition of all Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable Securities covered by any Holder of Registrable Shares registered on such the Shelf Registration Statement to effect in accordance with the intended methods of disposition by the CD&R Stockholders participating in such Shelf UnderwritingTakedown. Once The CD&R Stockholders selling any Registrable Securities pursuant to a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and Takedown shall give the Company shall facilitate, an unlimited number prompt written notice of the consummation of each Shelf Underwritings with respect to Takedown (whether or not such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3Takedown constitutes an Underwritten Offering).

Shelf Takedowns. In the event that the Company Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement pursuant to Section 2.1.1 and such registration statement becomes effective, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner described under contemplated by the “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable Shares”). A Any Holder shall making a Holder Demand may make such election with respect to an underwritten offering by delivering to the Company Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company Echo specifying the number of Shelf Registrable Shares Securities that the Holder(s) desire(s) such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting RequestRequest (or, in the Company case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all other HoldersHolders of Shelf Registrable Securities, and the Shelf Underwriting Notice shall offer each Holder the opportunity to include in the Shelf Underwriting that number of Registrable Securities as each such Holder may request in writing in accordance with this Section 2.1(j). The Company Echo shall include in such Shelf Underwriting (x) the Shelf Registrable Shares Securities of the Holder(s) Holders making such the Shelf Underwriting Request and (y) the Shelf Registrable Shares Securities of any other Holder of Shelf Registrable Shares Securities which shall have made a written request to the Company Echo for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares Securities intended to be disposed of by such Holder) (such persons, “Potential Takedown Participants”) within five three (53) days Business Days after the receipt of the Shelf Underwriting NoticeNotice has been delivered (or, in the case of a “block trade,” one (1) Business Day). The Company If such Shelf Underwriting is being conducted as a “block trade,” any Potential Takedown Participant’s request to participate in such Shelf Underwriting shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on such Shelf Underwriting being completed within ten (10) Business Days and/or its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety two percent (92%) (or such lesser percentage specified by such Potential Takedown Participant) of the closing price for the shares of Common Stock on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate. Echo shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) possible, use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares Securities may request, and the Company Echo shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement; provided, however, that Echo shall not be required to facilitate a Shelf Underwriting until at least 90 days after the later of the date of the underwriting agreement in any prior Shelf Underwriting effected pursuant to this Section 2.1(j) and the effective date of any previous Demand Registration Statement pursuant to this Section 2.1. In connection with any Notwithstanding anything to the contrary in this Section 2.1(j), (A) each Shelf Underwriting must include, in the aggregate (based on the shares of Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $100 million (determined as of the Company shall follow date the Shelf Underwriting Request is made), unless the Shelf Underwriting is of the balance of the Registrable Securities held by the applicable procedures set forth in Holder making a Holder Demand and its Affiliates and (B) each Shelf Underwriting is subject to Section 2.32.1(k).

Shelf Takedowns. In the event that the Company files At any time when a Shelf Registration Statement statement is effective and its use has not been suspended by the Company pursuant to Section 2.1.1 and such registration statement becomes effective2(b), upon the demand (a “Takedown Demand”) by any member of the KKR Group, the Holders Silver Lake Group or the Holdings Group that is a Shelf Participant holding Registrable Shares at such time (the “Initiating Equity Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of shares off of such Shelf Registration; provided that (i) each of the KKR Group, the Silver Lake Group and the Holdings Group shall have the right at any time or from time to time to elect to sell their Registrable Shares make no more than two Takedown Demands, in each case, in any manner described under “Plan of Distribution” twelve (12) month period; (ii) the Company shall not be obligated to effect a Marketed Underwritten Takedown Offering unless the shares requested to be sold in such registration statement, including pursuant to offering have an underwritten offering aggregate market value (based on the most recent closing price of Registrable Shares available for sale pursuant to such registration statement the Common Stock at the time of the demand) of at least $25,000,000 (“Shelf Registrable Shares”net of Registration Expenses). A Holder shall make such election with respect to an underwritten offering by delivering to ; and (iii) the Company a written request will provide (a “Shelf Underwriting Request”x) for such underwritten offering to the Company specifying the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than in connection with any Overnight Underwritten Takedown Offering at least two (2) Business Days after receipt of business days notice to any Equity Investor (other than the Initiating Equity Holder) that is a Shelf Underwriting RequestParticipant, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of in connection with any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Holder) within Marketed Underwritten Takedown Offering, at least five (5) business days after notice to any Eligible Holder (other than the receipt Initiating Equity Holder) that is a Shelf Participant entitled to participate therein. If any Shelf Participants entitled to receive a notice pursuant to clause (iii) of the Shelf Underwriting Noticepreceding sentence request inclusion of their Eligible Shares (by notice to the Company, which notice must be received by the Company no later than (A) in the case of an Overnight Underwritten Takedown Offering, the business day following the date notice is given to such participant or (B) in the case of a Marketed Underwritten Takedown Offering, three (3) calendar days following the date notice is given to such participant) the Company shall include such shares in the Underwritten Takedown Offering so long as such participants agree to be bound by the applicable provisions of this Section 2; provided that (1) the Initiating Equity Holder shall maintain the right to select the managing underwriter for such offering (with the consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned) and (2) if such managing underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the managing underwriter may limit the number of shares proposed to be included in such offering such that the number of Eligible Shares to be included shall be determined in the manner set forth in Section 2(c). The Company shall, as expeditiously as possible (and Shelf Participants participating in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on enter into an underwriting agreement in customary form with the same day and other Holders must underwriter or underwriters of such offering. Any Shelf Participant who has requested inclusion in such Underwritten Takedown Offering as provided above (including the Initiating Equity Holder) may elect whether or not to participate on withdraw therefrom at any time prior to the day such offering is consummation of the takedown by written notice to commencethe Company, the managing underwriter and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate Initiating Equity Holder; provided that, if the underwriters’ counsel reasonably determines that such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation withdrawal would require a recirculation of the registration statementprospectus, prospectus supplement and other offering documentation related then no Eligible Holder shall have the right to withdraw unless the underwritten block trade. The Company shall, at the request of any Initiating Equity Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary has elected to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3withdraw.

Shelf Takedowns. In the event that the Company files At any time when a Shelf Registration Statement for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Section 2.1.1 and such registration statement becomes effective, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statementRule 415, including pursuant to by way of an underwritten offering of Registrable Shares available for offering, block sale pursuant to such registration statement (“Shelf Registrable Shares”). A Holder shall make such election with respect to an underwritten offering by delivering to the Company a written request or other distribution plan (a “Resale Shelf Underwriting RequestRegistration”) for is effective and its use has not been otherwise suspended by Pubco in accordance with the terms of Section 1(c) above, upon a written demand (a “Takedown Demand”) by any Controlling Investor or the holders of a majority of the CVAN Registrable Securities that is, in either case, a Shelf Participant holding Registrable Securities at such underwritten offering to the Company specifying the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”), Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “take down offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that the Shelf Underwriting Request shall Pubco will provide for the sale of no less (x) in connection with any non-marketed underwritten takedown offering (other than $10 million of Registrable Shares. As promptly as practicablea Block Trade), but no later than at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting RequestParticipant, (y) in connection with any Block Trade initiated prior to the Company shall give written three (3) year anniversary of the consummation of Pubco’s Initial Public Offering, notice (the “Shelf Underwriting Notice”) of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant no later than noon Eastern time on the Business Day prior to all the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other Holdersthan the Initiating Holder) that is a Shelf Participant. The Company shall include in such Shelf Underwriting In connection with (x) any non-marketed underwritten takedown offering initiated prior to the Registrable Shares three (3) year anniversary of the Holder(s) making such Shelf Underwriting Request consummation of Pubco’s Initial Public Offering and (y) the any marketed underwritten takedown offering, if any Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made Participants entitled to receive a written request notice pursuant to the Company for preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering subject to Section 1(e) below. Each holder of Registrable Securities that is a Shelf Underwriting (which request Participant agrees that such holder shall specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Holder) within five (5) days after treat as confidential the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt notice of a Shelf Underwriting Request) Takedown Demand and shall not disclose or use its reasonable best efforts the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate such Shelf Underwriting. Notwithstanding the foregoingpublic generally, if other than as a Holder wishes to engage result of disclosure by the holder in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company breach of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation terms of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3this Agreement.

Shelf Takedowns. In At any time when the event that the Company files Resale Shelf Registration Statement or a Shelf Registration Statement for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Section 2.1.1 and such registration statement becomes effective, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statementRule 415, including pursuant to by way of an underwritten offering offering, block sale or other distribution plan (each, a “Resale Shelf Registration”) is effective and its use has not been otherwise suspended by Pubco in accordance with the terms of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable Shares”). A Holder shall make such election with respect to an underwritten offering by delivering to the Company Section 2(f) below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for by any Investor that is, in either case, a Shelf Participant holding Registrable Securities at such underwritten offering to the Company specifying the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”), Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “take down offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that the Shelf Underwriting Request shall Pubco will provide for the sale of no less (x) in connection with any non-marketed underwritten takedown offering (other than $10 million of Registrable Shares. As promptly as practicablea Block Trade), but no later than at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting RequestParticipant, (y) in connection with any Block Trade initiated prior to the Company shall give written three (3) year anniversary of the consummation of the Merger, notice (the “Shelf Underwriting Notice”) of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant no later than noon Eastern time on the Business Day prior to all the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other Holdersthan the Initiating Holder) that is a Shelf Participant. The Company shall include in such Shelf Underwriting In connection with (x) any non-marketed underwritten takedown offering initiated prior to the Registrable Shares three (3) year anniversary of the Holder(s) making such Shelf Underwriting Request consummation of the Merger and (y) the any marketed underwritten takedown offering, if any Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made Participants entitled to receive a written request notice pursuant to the Company for preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Underwriting (which request Participant agrees that such holder shall specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Holder) within five (5) days after treat as confidential the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt notice of a Shelf Underwriting Request) Takedown Demand and shall not disclose or use its reasonable best efforts the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate such Shelf Underwriting. Notwithstanding the foregoingpublic generally, if other than as a Holder wishes to engage result of disclosure by the holder in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company breach of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation terms of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3this Agreement.

Shelf Takedowns. In At any time when the event that the Company files Resale Shelf Registration Statement or a Shelf Registration Statement for the sale or distribution by holders of Registrable Securities on a delayed or continuous basis pursuant to Section 2.1.1 and such registration statement becomes effective, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statementRule 415, including pursuant to by way of an underwritten offering of Registrable Shares available for offering, block sale pursuant to such registration statement or other distribution plan (each, a “Resale Shelf Registrable SharesRegistration”). A Holder shall make such election , is effective and its use has not been otherwise suspended by Pubco in accordance with respect to an underwritten offering by delivering to the Company terms of Section 2(f) below, upon a written request demand (a “Shelf Underwriting RequestTakedown Demand”) for by any Investor that is, in either case, a Shelf Participant holding Registrable Securities at such underwritten offering to the Company specifying the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering time (the “Shelf UnderwritingInitiating Holder”), Pubco will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Resale Shelf Registration (a “take down offering”) and Pubco shall pay all Registration Expenses in connection therewith; provided that that, subject to the Shelf Underwriting Request shall MNPI Provisions, Pubco will provide for the sale of no less (x) in connection with any non-marketed underwritten takedown offering (other than $10 million of Registrable Shares. As promptly as practicablea Block Trade), but no later than at least two (2) Business Days after receipt Days’ notice of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting RequestParticipant, (y) in connection with any Block Trade initiated prior to the Company shall give written three (3) year anniversary of the consummation of the Mergers, notice (the “Shelf Underwriting Notice”) of such Takedown Demand to each holder of Registrable Securities (other than the Initiating Holder) that is a Shelf Underwriting Request Participant no later than noon Eastern time on the Business Day prior to all the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each holder of Registrable Securities (other Holdersthan the Initiating Holder) that is a Shelf Participant. The Company shall include in such Shelf Underwriting In connection with (x) any non-marketed underwritten takedown offering initiated prior to the Registrable Shares three (3) year anniversary of the Holder(s) making such Shelf Underwriting Request consummation of the Mergers and (y) the any marketed underwritten takedown offering, if any Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made Participants entitled to receive a written request notice pursuant to the Company for preceding sentence request inclusion of their Registrable Securities (by notice to Pubco, which notice must be received by Pubco no later than (A) in the case of a non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Shelf Participants that request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each holder of Registrable Securities that is a Shelf Underwriting (which request Participant agrees that such holder shall specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Holder) within five (5) days after treat as confidential the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt notice of a Shelf Underwriting Request) Takedown Demand and shall not disclose or use its reasonable best efforts the information contained in such notice without the prior written consent of Pubco until such time as the information contained therein is or becomes available to facilitate such Shelf Underwriting. Notwithstanding the foregoingpublic generally, if other than as a Holder wishes to engage result of disclosure by the holder in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company breach of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation terms of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3this Agreement.

Shelf Takedowns. In Subject to the event that the Company files a Shelf Registration Statement expiration or waiver of any applicable lockup pursuant to Section 2.1.1 and such registration statement becomes effective2.4(d), upon the Holders shall have written request of the right Demand Party at any time or and from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable Shares”). A Holder shall make such election with respect to an underwritten offering by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Requesttime, the Company shall give facilitate in the manner described in this Agreement a “takedown” of the Demand Party’s Registrable Securities off of an effective shelf registration statement. Upon the written notice (request of the “Shelf Underwriting Notice”) Demand Party, the Company shall file and seek the effectiveness of a post-effective amendment to an existing shelf registration statement in order to register up to the number of the Demand Party’s Registrable Securities previously taken down off of such shelf by the Demand Party and not yet “reloaded” onto such shelf registration statement. In connection with the exercise by the Demand Party of a demand right pursuant to this Section 2.2(f), where the contemplated plan of distribution includes a customary “road show” or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Underwriting Request Offering”), the Demand Party shall also deliver the applicable demand request to any Non-Sponsor Holders of Registrable Securities included on the applicable shelf registration statement and, subject to the limitations in Section 2.2(e), the Sponsor Holders shall permit each such Non-Sponsor Holder to include all other Holders. The or a portion of its Registrable Securities in the Marketed Underwritten Shelf Offering if such Non-Sponsor Holder notifies the Demand Party and the Company shall include in such Shelf Underwriting (x) the Registrable Shares within two days after delivery of the Holder(s) making demand request to such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Non- Sponsor Holder of Shelf Registrable Shares which shall have made a written request its election to the Company for inclusion in such Shelf Underwriting participate (which request election shall specify the maximum number of Shelf Registrable Shares Securities intended to be disposed of by such Non-Sponsor Holder) within five (5) days after ). For the receipt avoidance of the Shelf Underwriting Notice. The Company shalldoubt, as expeditiously as possible (any proposed offer and in any event within 20 days after the receipt sale of Registrable Securities to one or more purchasers or underwriters by means of a block trade, bought deal or direct sale shall not be deemed to be a Marketed Underwritten Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf UnderwritingOffering. Notwithstanding the foregoing, if the Company shall not be obligated to facilitate a Holder wishes to engage “takedown” under this Section 2.2(f) if, in an underwritten block trade off the good faith judgment of a Shelf Registration Statement, then notwithstanding the foregoing time periodsBoard, the Holder only needs Company is in possession of material non-public information the disclosure of which would be materially adverse to notify the Company and would not otherwise be required under Law, in which case the filing of the applicable prospectus or prospectus supplement may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 60th day after receipt by the Company of the block trade Shelf Underwriting on written request from a Demand Party to effect the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, takedown under this Section 2.2(f); provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request number of any Holder of Registrable Shares registered on such Shelf Registration Statement, file delays or any prospectus supplement, delay pursuant to Section 2.2(a)(z) or 2.2(h) shall not exceed two in any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3twelve (12) month period.

Shelf Takedowns. In the event that (a) At any time during which the Company files a has an effective Shelf Registration Statement pursuant to Section 2.1.1 and such registration statement becomes effective, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable Shares”). A Holder shall make such election with respect to an underwritten offering a Shareholder’s Registrable Securities, by delivering notice to the Company specifying the intended method or methods of disposition thereof, such Shareholder may make a written request (a “Shelf Underwriting Takedown Request”) for such underwritten offering to the Company specifying the number to effect a Public Offering of all or a portion of such Shareholder’s Registrable Securities that are covered by such Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly Registration Statement, and as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, soon as practicable thereafter the Company shall give written notice (amend or supplement the “Shelf Underwriting Notice”) of Registration Statement for such Shelf Underwriting Request to all other Holders. The purpose; provided, however, that the Company shall include only be obligated to effect an Underwritten Shelf Takedown if requested by the Requisite Investors or, after the third anniversary of the date of this Agreement, any Shareholder Group, and, in such Shelf Underwriting each case, (xi) the Registrable Shares aggregate gross cash proceeds of the Holder(sUnderwritten Shelf Takedown are reasonably expected to be at least $100,000,000 (without regard to any underwriting discount or commission) making such Shelf Underwriting Request and or (yii) the Underwritten Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended Takedown is reasonably expected to be disposed a sale of by such Holdertwo percent (2%) within five (5) days after the receipt or more of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt outstanding shares of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf UnderwritingCommon Stock. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not be obligated to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such an Underwritten Shelf Registration Statement. In connection with any Takedown pursuant to this Section 3.5(a) if either an Underwritten Shelf UnderwritingTakedown or an underwritten Public Offering pursuant to an effective registration statement requested under Section 1.1(a) was consummated, in each case within the Company shall follow the applicable procedures set forth in Section 2.3.preceding 90 days

Shelf Takedowns. In Upon the event that written request of the Company files a Shelf Registration Statement pursuant to Section 2.1.1 and such registration statement becomes effective, the Holders shall have the right Demand Party at any time or and from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable Shares”). A Holder shall make such election with respect to an underwritten offering by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Requesttime, the Company shall give facilitate in the manner described in this Agreement a “takedown” of the Demand Party’s Registrable Securities off of an effective shelf registration statement. Upon the written notice (request of the “Shelf Underwriting Notice”) Demand Party, the Company shall file and seek the effectiveness of a post-effective amendment to an existing shelf registration statement in order to register up to the number of the Demand Party’s Registrable Securities previously taken down off of such shelf by the Demand Party and not yet “reloaded” onto such shelf registration statement. In connection with the exercise by the Demand Party of a demand right pursuant to this Section 2.2(f), where the contemplated plan of distribution includes a customary “road show” or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Underwriting Request Offering”), the Demand Party shall also deliver the applicable demand request to any Non-Sponsor Holders of Registrable Securities included on the applicable shelf registration statement and, subject to the limitations in Section 2.2(e), the Sponsor Holders shall permit each such Non-Sponsor Holder to include all other Holders. The or a portion of its Registrable Securities in the Marketed Underwritten Shelf Offering if such Non-Sponsor Holder notifies the Demand Party and the Company shall include in such Shelf Underwriting (x) the Registrable Shares within two days after delivery of the Holder(s) making demand request to such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Non-Sponsor Holder of Shelf Registrable Shares which shall have made a written request its election to the Company for inclusion in such Shelf Underwriting participate (which request election shall specify the maximum number of Shelf Registrable Shares Securities intended to be disposed of by such Non-Sponsor Holder) within five (5) days after ). For the receipt avoidance of the Shelf Underwriting Notice. The Company shalldoubt, as expeditiously as possible (any proposed offer and in any event within 20 days after the receipt sale of Registrable Securities to one or more purchasers or underwriters by means of a block trade, bought deal or direct sale shall not be deemed to be a Marketed Underwritten Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf UnderwritingOffering. Notwithstanding the foregoing, if the Company shall not be obligated to facilitate a Holder wishes to engage “takedown” under this Section 2.2(f) if, in an underwritten block trade off the good faith judgment of a Shelf Registration Statement, then notwithstanding the foregoing time periodsBoard, the Holder only needs Company is in possession of material non-public information the disclosure of which would be materially adverse to notify the Company and would not otherwise be required under Law, in which case the filing of the applicable prospectus or prospectus supplement may be delayed until the earlier of the second Business Day after such conditions shall have ceased to exist and the 60th day after receipt by the Company of the block trade Shelf Underwriting on written request from a Demand Party to effect the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, takedown under this Section 2.2(f); provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request number of any Holder of Registrable Shares registered on such Shelf Registration Statement, file delays or any prospectus supplement, delay pursuant to Section 2.2(a)(z) or 2.2(h) shall not exceed two in any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3twelve (12) month period.

Shelf Takedowns. In Subject to the event that provisions of Section 2(c) hereof, the Company files CD&R Stockholders shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by them as are then registered pursuant to a Shelf Registration Statement (each, a “Shelf Takedown”). The number of Shelf Takedowns that the CD&R Stockholders may effect pursuant to this Section 2(b) shall not be limited, provided that the number of Underwritten Offerings that may be effected hereunder shall be limited to a total of three (3) (less any Demand Requests made pursuant to Section 2.1.1 and such registration statement becomes effective2(e)), the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable Shares”). A Holder shall make such election with respect to an underwritten offering by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than only two (2) Business Days after receipt such Underwritten Offerings where the plan of distribution contemplates a Shelf Underwriting Request, the Company shall give written notice customary “road show” (the including an “Shelf Underwriting Noticeelectronic road show”) of such Shelf Underwriting Request to all or other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed of substantial marketing effort by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior (any such Underwritten Offering, a “Marketed Underwritten Shelf Offering”). Any such Shelf Takedown may be made in the United States by and pursuant to making such request any method or combination of methods legally available to the CD&R Stockholders (including an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in order to facilitate preparation of the registration statement, prospectus supplement connection with short sales and other offering documentation related to the underwritten block tradehedging transactions). The Company shall, at shall comply with the request applicable provisions of any Holder the Securities Act with respect to the disposition of all Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable Securities covered by any Holder of Registrable Shares registered on such the Shelf Registration Statement to effect in accordance with the intended methods of disposition by the CD&R Stockholders participating in such Shelf UnderwritingTakedown. Once The CD&R Stockholders selling any Registrable Securities pursuant to a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and Takedown shall give the Company shall facilitate, an unlimited number prompt written notice of the consummation of each Shelf Underwritings with respect to Takedown (whether or not such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3Takedown constitutes an Underwritten Offering).

Shelf Takedowns. In Following the event that the Company files a Shelf Registration Statement pursuant Closing and subject to Section 2.1.1 2.02(a) and such registration statement becomes effectiveArticle III hereof, the Participating Holders shall have the right be entitled, at any time or and from time to time to elect when the Shelf Registration Statement is then effective, to sell their such Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale held by them as are then registered pursuant to such registration statement Shelf Registration Statement (each, a “Shelf Registrable SharesTakedown”). A Holder shall make such election with respect to an underwritten offering by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the The number of Shelf Registrable Shares Takedowns that the Holder(s) desire(s) to sell Participating Holders may effect pursuant to such underwritten offering this Section 2.01(b) in any twelve (the “Shelf Underwriting”12) month period shall not exceed four (4); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of Any such Shelf Underwriting Request Takedown may be made by and pursuant to all any method or combination of methods legally available to the Participating Holders (including an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, block sales, derivative transactions with third parties, sales in connection with short sales and other Holdershedging transactions). The Company shall include use its commercially reasonable efforts to comply with the applicable provisions of the Securities Act to facilitate the disposition of all Registrable Shares covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Participating Holders participating in such Shelf Underwriting (x) the Takedown. The Participating Holders selling any Registrable Shares of the Holder(s) making such pursuant to a Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which Takedown shall have made a written request to provide the Company for inclusion in such Shelf Underwriting with ten (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Holder) within five (510) days after the receipt prior written notice of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of its intention to undertake a Shelf Underwriting Request) use its reasonable best efforts Takedown. Shelf Takedowns will not be subject to facilitate such Shelf Underwriting. Notwithstanding the foregoingUnderwriter Cutbacks; provided, that if a Participating Holder wishes proposes to engage in an underwritten block trade off of piggyback on a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify shelf takedown by the Company of under a registration statement other than the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effectiveprovided for the Participating Holders hereunder, Section 2.01(g) shall apply, including the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3Underwriter Cutbacks.

Shelf Takedowns. In the event that the Company Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement pursuant to Section 2.1.1 and such registration statement becomes effective, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner described under contemplated by the “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable Shares”). A Any Holder shall making a Holder Demand may make such election with respect to an underwritten offering by delivering to the Company Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company Echo specifying the number of Shelf Registrable Shares Securities that the Holder(s) desire(s) such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting RequestRequest (or, in the Company case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder Holders of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Holder) within five (5) days after the receipt of Securities, and the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and Notice shall offer each Holder the opportunity to include in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate that number of Registrable Securities as each such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such may request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings writing in accordance with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3.this Section

Shelf Takedowns. In Subject to the event that the Company files a Shelf Registration Statement expiration or waiver of any applicable lockup pursuant to Section 2.1.1 and such registration statement becomes effective2.4(d), upon the Holders shall have written request of the right Demand Party at any time or and from time to time to elect to sell their Registrable Shares time, the Company will facilitate in any the manner described under in this Agreement a “Plan takedown” promptly of Distribution” in such the Demand Party’s Registrable Securities off of an effective shelf registration statement. Upon the written request of the Demand Party, including the Company will file and seek the effectiveness of a post-effective amendment to an existing shelf registration statement or a prospectus supplement in order to register up to the number of the Demand Party’s Registrable Securities previously taken down off of such shelf by the Demand Party and not yet “reloaded” onto such shelf registration statement. In connection with the exercise by the Demand Party of a demand right pursuant to an underwritten offering this Section 2.2(f), where the contemplated plan of Registrable Shares available for sale pursuant to such registration statement (distribution includes a customary “Shelf Registrable Shares”). A Holder shall make such election with respect to an underwritten offering road show” or other substantial marketing effort by delivering to the Company a written request and the underwriters (a “Marketed Underwritten Shelf Underwriting RequestOffering”) for such underwritten offering ), the Demand Party shall also deliver the applicable demand request to any Holders of Registrable Securities included on the applicable shelf registration statement and, subject to the limitations in Section 2.2(e), the Demand Party shall permit each such Holder to include all or a portion of its Registrable Securities in the Marketed Underwritten Shelf Offering if such Holder notifies the Demand Party and the Company specifying within two days after delivery of the demand request to such Holder of its election to participate (which election shall specify the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares Securities intended to be disposed of by such Holder) within five (5) days after ). For the receipt avoidance of the Shelf Underwriting Notice. The Company shalldoubt, as expeditiously as possible (any proposed offer and in any event within 20 days after the receipt sale of Registrable Securities to one or more purchasers or underwriters by means of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such bought deal or direct sale shall not be deemed to be a Marketed Underwritten Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3Offering.

Shelf Takedowns. In Subject to the event that the Company files a Shelf Registration Statement expiration or waiver of any applicable lockup pursuant to Section 2.1.1 and such registration statement becomes effective2.4(d), upon the Holders shall have written request of the right Demand Party at any time or and from time to time to elect to sell their Registrable Shares time, the Company will facilitate in any the manner described under in this Agreement a “Plan takedown” promptly of Distribution” in such the Demand Party’s Registrable Securities off of an effective shelf registration statement. Upon the written request of the Demand Party, including the Company will file and seek the effectiveness of a post-effective amendment to an existing shelf registration statement or a prospectus supplement in order to register up to the number of the Demand Party’s Registrable Securities previously taken down off of such shelf by the Demand Party and not yet “reloaded” onto such shelf registration statement. In connection with the exercise by the Demand Party of a demand right pursuant to an underwritten offering this Section 2.2(f), where the contemplated plan of Registrable Shares available for sale pursuant to such registration statement (distribution includes a customary “Shelf Registrable Shares”). A Holder shall make such election with respect to an underwritten offering road show” or other substantial marketing effort by delivering to the Company a written request and the underwriters (a “Marketed Underwritten Shelf Underwriting RequestOffering”) for such underwritten offering ), the Demand Party shall also deliver the applicable demand request to any Non-Sponsor Holders of Registrable Securities included on the applicable shelf registration statement and, subject to the limitations in Section 2.2(e), the Demand Party shall permit each such Non-Sponsor Holder to include all or a portion of its Registrable Securities in the Marketed Underwritten Shelf Offering if such Non-Sponsor Holder notifies the Demand Party and the Company specifying within two days after delivery of the demand request to such Non-Sponsor Holder of its election to participate (which election shall specify the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares Securities intended to be disposed of by such Non-Sponsor Holder) within five (5) days after ). For the receipt avoidance of the Shelf Underwriting Notice. The Company shalldoubt, as expeditiously as possible (any proposed offer and in any event within 20 days after the receipt sale of Registrable Securities to one or more purchasers or underwriters by means of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such bought deal or direct sale shall not be deemed to be a Marketed Underwritten Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3Offering.

Shelf Takedowns. In (a) Subject to the event that the Company files provisions of Section 2.1.3(b) hereof, any Holder or Holders of Registrable Securities shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by such Holder or Holders as are then registered pursuant to Section 2.1.1 and such registration statement becomes effectivea Shelf Registration Statement (each, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (a “Shelf Registrable SharesTakedown”). A The number of Shelf Takedowns that such Holder or Holders may effect pursuant to this Section 2.1.3 shall make such election with respect to an underwritten offering by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying not be limited, provided, that the number of Shelf Registrable Shares that offerings where the Holder(s) desire(s) to sell pursuant to such underwritten offering plan of distribution contemplates a customary “road show” (the including an “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Noticeelectronic road show”) of such Shelf Underwriting Request to all or other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed substantial marketing effort of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior ( any such Underwritten Offering, a “Marketed Underwritten Offering”) that may be effected hereunder shall be limited to making such request in order a total of two (less any Demand Requests pursuant to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may requestSection 2.2.1), and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures other restriction as may be set forth in Section 2.32.1.3(b) are complied with. Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to any Holder or Holders of Registrable Securities (including, but not limited to, an Underwritten Offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Holder or Holders of Registrable Securities. If any Holder intends to sell any Registrable Securities pursuant to a Shelf Takedown, such Holder shall give the Company written notice of the consummation of each Shelf Takedown (whether or not such Shelf Takedown constitutes an Underwritten Offering) reasonably promptly after the consummation thereof.

Shelf Takedowns. In the event that the Company files (a) Any Holder or Holders of Registrable Securities shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by such Holder or Holders as are then registered pursuant to Section 2.1.1 and such registration statement becomes effectivea Shelf Registration Statement (each, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (a “Shelf Registrable SharesTakedown”). A The number of Shelf Takedowns that such Holder or Holders may effect pursuant to this Section 2.1.3 shall make such election with respect to an underwritten offering by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying not be limited, provided, that the number of Shelf Registrable Shares that offerings where the Holder(s) desire(s) to sell pursuant to such underwritten offering plan of distribution contemplates a customary “road show” (the including an “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Noticeelectronic road show”) of such Shelf Underwriting Request to all or other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed substantial marketing effort of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior ( any such Underwritten Offering, a “Marketed Underwritten Offering”) that may be effected hereunder shall be limited to making such request in order a total of two (less any Demand Requests pursuant to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may requestSection 2.2.1), and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures other restriction as may be set forth in Section 2.32.1.3(b) are complied with. Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to any Holder or Holders of Registrable Securities (including, but not limited to, an Underwritten Offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Holder or Holders of Registrable Securities.

Shelf Takedowns. In Subject to the event that the Company files a Shelf Registration Statement expiration or waiver of any applicable lockup pursuant to Section 2.1.1 and such registration statement becomes effective2.4(d), upon the Holders shall have written request of the right Demand Party at any time or and from time to time to elect to sell their Registrable Shares time, the Company will facilitate in any the manner described under in this Agreement a “Plan takedown” promptly of Distribution” in such the Demand Party’s Registrable Securities off of an effective shelf registration statement. Upon the written request of the Demand Party, including the Company will file and seek the effectiveness of a post-effective amendment to an existing shelf registration statement or a prospectus supplement in order to register up to the number of the Demand Party’s Registrable Securities previously taken down off of such shelf by the Demand Party and not yet “reloaded” onto such shelf registration statement. In connection with the exercise by the Demand Party of a demand right pursuant to an underwritten offering this Section 2.2(f), where the contemplated plan of Registrable Shares available for sale pursuant to such registration statement (distribution includes a customary “Shelf Registrable Shares”). A Holder shall make such election with respect to an underwritten offering road show” or other substantial marketing effort by delivering to the Company a written request and the underwriters (a “Marketed Underwritten Shelf Underwriting RequestOffering”) for such underwritten offering ), the Demand Party shall also deliver the applicable demand request to any Non-Sponsor Holders of Registrable Securities included on the applicable shelf registration statement and, subject to the limitations in Section 2.2(e), the Demand Party shall permit each such Non-Sponsor Holder to include all or a portion of its Registrable Securities in the Marketed Underwritten Shelf Offering if such Non-Sponsor Holder notifies the Demand Party and the Company specifying within two days after delivery of the demand request to such Non-Sponsor Holder of its election to participate (which election shall specify the number of Shelf Registrable Shares that the Holder(s) desire(s) to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares Securities intended to be disposed of by such Non-Sponsor Holder) within five (5) days after ). For the receipt avoidance of doubt, any proposed offer and sale of Registrable Securities to one or more purchasers or underwriters by means of a block trade, bought deal or direct sale shall not be deemed to be a Marketed Underwritten Shelf Offering. Apria, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (Securities and in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3Exchange Commission.

Shelf Takedowns. In (a) Subject to the event that the Company files provisions of Section 2.1.3(b) hereof, any Holder or Holders of Registrable Securities shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by such Holder or Holders as are then registered pursuant to Section 2.1.1 and such registration statement becomes effectivea Shelf Registration Statement (each, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (a “Shelf Registrable SharesTakedown”). A The number of Shelf Takedowns that such Holder or Holders may effect pursuant to this Section 2.1.3 shall make such election with respect to an underwritten offering by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying not be limited, provided, that the number of Shelf Registrable Shares that offerings where the Holder(s) desire(s) to sell pursuant to such underwritten offering plan of distribution contemplates a customary “road show” (the including an “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Noticeelectronic road show”) of such Shelf Underwriting Request to all or other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed substantial marketing effort of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior (any such Underwritten Offering, a “Marketed Underwritten Offering”) that may be effected hereunder shall be limited to making such request in order a total of three (less any Demand Requests pursuant to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may requestSection 2.2.1), and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures other restriction as may be set forth in Section 2.32.1.3(b) are complied with. Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to any Holder or Holders of Registrable Securities (including, but not limited to, an Underwritten Offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Holder or Holders of Registrable Securities. If any Holder intends to sell any Registrable Securities pursuant to a Shelf Takedown, such Holder shall give the Company written notice of the consummation of each Shelf Takedown (whether or not such Shelf Takedown constitutes an Underwritten Offering) reasonably promptly after the consummation thereof.

Shelf Takedowns. In Subject to the event that provisions of Section 2(c) hereof, the Company files CD&R Stockholders shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by them as are then registered pursuant to Section 2.1.1 and such registration statement becomes effectivea Shelf Registration Statement (each, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (a “Shelf Registrable SharesTakedown”). A Holder shall make such election with respect to an underwritten offering by delivering Subject to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying following sentence, the number of Shelf Registrable Shares Takedowns that the Holder(s) desire(s) to sell CD&R Stockholders may effect pursuant to such underwritten offering this Section 2(b) shall not be limited. The number of Underwritten Offerings that may be effected hereunder shall be limited to a total of six (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (26) Business Days after receipt of a Shelf Underwriting Request, Underwritten Offerings and the Company shall give written notice not be required to facilitate an Underwritten Offering where the plan of distribution contemplates a customary “road show” (the including an “Shelf Underwriting Noticeelectronic road show”) or other substantial marketing effort by the Company and the underwriters (any such Underwritten Offering, a “Marketed Underwritten Shelf Offering”) unless the aggregate gross proceeds from such offering are reasonably expected to be at least the lesser of such Shelf Underwriting Request to all other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(sseventy-five million dollars ($75,000,000) making such Shelf Underwriting Request and (y) the aggregate gross proceeds from such offering assuming all of the remaining number of Registrable Securities held by the CD&R Stockholders are sold. Any such Shelf Registrable Shares Takedown may be made in the United States by and pursuant to any method or combination of any other Holder of Shelf Registrable Shares which shall have made a written request methods legally available to the CD&R Stockholders (including an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company for inclusion shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the CD&R Stockholders participating in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3Takedown.

Shelf Takedowns. In (a) Subject to the event that the Company files provisions of Section 2.1.3(b) hereof, any Holder or Holders of Registrable Securities shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by such Holder or Holders as are then registered pursuant to Section 2.1.1 and such registration statement becomes effectivea Shelf Registration Statement (each, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (a “Shelf Registrable SharesTakedown”). A The number of Shelf Takedowns that such Holder or Holders may effect pursuant to this Section 2.1.3 shall make such election with respect to an underwritten offering by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying not be limited, provided, that the number of Shelf Registrable Shares that offerings where the Holder(s) desire(s) to sell pursuant to such underwritten offering plan of distribution contemplates a customary “road show” (the including an “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Noticeelectronic road show”) of such Shelf Underwriting Request to all or other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed substantial marketing effort of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior ( any such Underwritten Offering, a “Marketed Underwritten Offering”) that may be effected hereunder shall be limited to making such request in order a total of three (less any Demand Requests pursuant to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may requestSection 2.2.1), and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures other restriction as may be set forth in Section 2.32.1.3(b) are complied with. Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to any Holder or Holders of Registrable Securities (including, but not limited to, an Underwritten Offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). The Company shall comply with the applicable provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Holder or Holders of Registrable Securities. If any Holder intends to sell any Registrable Securities pursuant to a Shelf Takedown, such Holder shall give the Company written notice of the consummation of each Shelf Takedown (whether or not such Shelf Takedown constitutes an Underwritten Offering) reasonably promptly after the consummation thereof.

Shelf Takedowns. In the event that the Company Echo files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Holder Demand and such registration becomes effective (such registration statement, a “Shelf Registration Statement”), any Holder of Registrable Securities registered on such Shelf Registration Statement pursuant to Section 2.1.1 and such registration statement becomes effective, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares Securities in an underwritten offering, including a “block trade” conducted as an underwritten offering, pursuant to such registration statement (“Shelf Registrable Securities”) or in any other manner described under contemplated by the “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (“Shelf Registrable Shares”). A Any Holder shall making a Holder Demand may make such election with respect to an underwritten offering by delivering to the Company Echo a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company Echo specifying the number of Shelf Registrable Shares Securities that the Holder(s) desire(s) such Holder desires to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting RequestRequest (or, in the Company case of a “block trade,” such shorter period as is reasonably practicable), Echo shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all other Holders. The Company shall include in such Shelf Underwriting (x) the Registrable Shares of the Holder(s) making such Shelf Underwriting Request and (y) the Shelf Registrable Shares of any other Holder Holders of Shelf Registrable Shares which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Holder) within five (5) days after the receipt of Securities, and the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and Notice shall offer each Holder the opportunity to include in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts that number of Registrable Securities as each such Holder may request in writing in accordance with this Section The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company Rule 83 of the block trade Shelf Underwriting on the day such offering is to commence Securities and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3Exchange Commission.

Shelf Takedowns. In (a) Subject to the event that the Company files provisions of Section 2.1.2(b) hereof, any Holder or Holders of Registrable Securities shall be entitled, at any time and from time to time when a Shelf Registration Statement is effective, to sell such Registrable Securities held by such Holder or Holders as are then registered pursuant to Section 2.1.1 and such registration statement becomes effectivea Shelf Registration Statement (each, the Holders shall have the right at any time or from time to time to elect to sell their Registrable Shares in any manner described under “Plan of Distribution” in such registration statement, including pursuant to an underwritten offering of Registrable Shares available for sale pursuant to such registration statement (a “Shelf Registrable SharesTakedown”). A The number of Shelf Takedowns that such Holder or Holders may effect pursuant to this Section 2.1.2 shall make such election with respect to an underwritten offering by delivering to not be limited, provided, that the Company shall not be obligated to effect a written request (a “Shelf Underwriting Request”) for Takedown that constitutes an Underwritten Offering unless the aggregate offering price of the Registrable Securities to be sold in such underwritten offering is reasonably expected to the Company specifying be at least $35 million and the number of Shelf Registrable Shares Marketed Underwritten Offerings that the Holder(s) desire(s) may be effected hereunder shall be limited to sell pursuant to such underwritten offering (the “Shelf Underwriting”); provided that the Shelf Underwriting Request shall provide for the sale a total of no less than $10 million of Registrable Shares. As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request(less any Demand Requests made pursuant to Section 2.1.1), the Company shall give written notice (the “Shelf Underwriting Notice”and such other restriction as may be set forth in Section 2.1.1(b) of are complied with. Any such Shelf Underwriting Request Takedown may be made in the United States by and pursuant to all any method or combination of methods legally available to any Holder or Holders of Registrable Securities (including, but not limited to, an Underwritten Offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other Holdershedging transactions). The Company shall include in such Shelf Underwriting (x) comply with the Registrable Shares applicable provisions of the Holder(s) making such Shelf Underwriting Request and (y) Securities Act with respect to the disposition of all Registrable Securities covered by the Shelf Registration Statement in accordance with the intended methods of disposition by the Holder or Holders of Registrable Shares of Securities. If any other Holder of intends to sell any Registrable Securities pursuant to a Shelf Registrable Shares which Takedown, such Holder shall have made a written request to give the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Shares intended to be disposed of by such Holder) within five (5) days after the receipt written notice of the consummation of each Shelf Underwriting Notice. The Company shall, as expeditiously as possible Takedown (and in any event within 20 days after the receipt of a Shelf Underwriting Request) use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the block trade Shelf Underwriting on the day such offering is to commence and the Company shall notify other Holders on the same day and other Holders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts to facilitate such Shelf Underwriting, provided that Takedown constitutes an Underwritten Offering) reasonably promptly after the Holder requesting such underwritten block trade shall use reasonable best efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus supplement and other offering documentation related to the underwritten block trade. The Company shall, at the request of any Holder of Registrable Shares registered on such Shelf Registration Statement, file any prospectus supplement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by any Holder of Registrable Shares registered on such Shelf Registration Statement to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Holders of Registrable Shares may request, and the Company shall facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. In connection with any Shelf Underwriting, the Company shall follow the applicable procedures set forth in Section 2.3consummation thereof.