Common use of Right to Piggyback Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Right to Piggyback. If EasyLink Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the Company proposes to register any of its securities file a registration statement under the Securities Act in connection with a firm commitment underwritten respect to an offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, Class A Common Stock whether or not for sale for EasyLink's its own accountaccount and whether or not an underwritten offering or an underwritten registration (other than a registration statement (i) on Form X-0, Xxxx X-0 or any successor forms thereto, (ii) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (iii) relating solely to the offer and the registration form to be used may be used for the registration sale of Registrable Securities (a "Piggyback Registration"debt securities), EasyLink will at each such time then the Company shall give prompt written notice of such filing no later than five business days prior to Holders the filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback Registration”); provided, however, that until the expiration of the transfer restrictions set forth in Section 4.2(a) of the Investment Agreement, the Company shall only be required to use its intention reasonable best efforts to do so register the subsequent resale of such Registrable Securities by the holders thereof under the registration statement subject to a Piggyback Registration and not to include such Registrable Securities with any securities sold pursuant to an offering thereunder (subject to Section 3(c)). Subject to Section 4(b), the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein (each a “Piggyback Request”) within 10 business days after notice has been given to the applicable holder. The Company shall not be required to maintain the effectiveness of Holders's rights under this Section 2.02. Upon the written request Registration Statement for a Piggyback Registration beyond the earlier to occur of any Holders made within 30 (x) 180 days after the receipt effective date thereof and (y) consummation of any such notice (which request shall specify the Registrable Securities intended to be disposed of distribution by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) holders of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed included in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Statement.

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

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

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

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

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

Right to Piggyback. If EasyLink Except with respect to a Demand Registration, the procedures for which are addressed in Section 2, if the Company proposes to register any of its securities file a registration statement under the Securities Act with respect to an offering of Common Stock (other than a registration statement on Form X-0, Xxxx X-0 or any successor forms thereto relating to shares of Common Stock to be issued solely in connection with (i) any acquisition of another entity or business or (ii) a firm commitment underwritten offering stock option or any other employee benefit or dividend reinvestment plan), then, each such time, the Company shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to all of the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to include in such registration statement the number of Registrable Securities as each such holder may request (a “Piggyback Registration”). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after notice has been given to the applicable holder. Each holder of Registrable Securities which has requested to include Registrable Securities in any Registration Statement pursuant to this Section 3(a) shall furnish to the Company in writing such other than registrations solely information regarding such holder and the distribution proposed by such holder as the Company reasonably requests specifically for the registration of shares use in connection with an employee benefit plan such Registration Statement. The eligible holders of Registrable Securities shall be permitted to withdraw all or a merger or consolidation and other than pursuant to Section 2.01) at any time before all part of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (from a "Piggyback Registration"), EasyLink will at each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, Registration at any time after giving written notice of its intention to register any securities and at least two business days prior to the effective date of such Piggyback Registration. The Company shall not be required to maintain the registration statement filed in connection with such registration, EasyLink shall determine effectiveness of the Registration Statement for any reason not a Piggyback Registration beyond the earlier to register or to delay registration occur of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in 180 days after the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Statement.

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

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

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

Right to Piggyback. If EasyLink at any time the Company proposes to register any of its securities file a registration statement under the Securities Act in connection with a firm commitment underwritten respect to an offering of any class of equity securities (other than registrations a registration statement (i) on Form X-0, X-0 or any successor form thereto or (ii) filed solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant offering made solely to Section 2.01) at any time before all employees of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the ActCompany), whether or not for sale for EasyLink's its own account, and then the registration form Company will give written notice of such proposed filing to be used may be used for the registration holders of Registrable Securities at least 10 calendar days before the anticipated filing date. Such notice will offer such holders the opportunity to register such amount of Registrable Securities as each such holder may request (a "“Piggyback Registration"”); provided, EasyLink however, in no event shall the amount of Registrable Securities included in any Piggyback Registration exceed 20% of the total amount of securities included in such offering. Subject to the limitations set forth in this Section 5(a) and the provisions of Section 5(b) hereof, the Company will at include in each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of Piggyback Registration all Registrable Securities with respect to which EasyLink the Company has been so requested received written requests for inclusion therein (other than (i) any Registrable Securities that are otherwise covered by an effective Registration Statement (including, without limitation, the Series B Registration Statement or the Warrant Registration Statement) unless, with respect to register by Holderssuch Registrable Securities, the holders of such Registrable Securities agree to pay any incremental increase in the extent required Registration Expenses for such Piggyback Registration resulting from including such Registrable Securities in such Piggyback Registration or (ii) any Warrant Share Registrable Securities if the weighted average Sales Price of the Common Stock has not reached the Warrant Registration Threshold). The holders of Registrable Securities will be permitted to permit the disposition (in accordance with such intended methods thereof) withdraw all or part of the Registrable Securities so to be registered, provided that if, from a Piggyback Registration at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Piggyback Registration.

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

Right to Piggyback. If EasyLink Except with respect to a Demand Registration, the procedures for which are addressed in Section 2, if the Company proposes to register any of its securities file a registration statement under the Securities Act in connection with a firm commitment underwritten respect to an offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, Common Stock whether or not for sale for EasyLink's its own accountaccount (other than a registration statement (i) on Form X-0, and the registration form to be used may be used for the registration of Registrable Securities Xxxx X-0 or any successor forms thereto or (a "Piggyback Registration"ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan, then, each such time), EasyLink will at each such time the Company shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to Holders all of its intention the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to do so and include in such registration statement the number of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended as each such holder may request (a “Piggyback Registration”). Subject to be disposed of by Holders and Section 3(b) hereof, the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of Company shall include in each such Piggyback Registration all Registrable Securities with respect to which EasyLink the Company has received written requests for inclusion therein within fifteen (15) days after notice has been so requested to register by Holders, given to the extent required applicable holder. The eligible holders of Registrable Securities shall be permitted to permit the disposition (in accordance with such intended methods thereof) withdraw all or part of the Registrable Securities so to be registered, provided that if, from a Piggyback Registration at any time after giving written notice of its intention to register any securities and at least two business days prior to the effective date of such Piggyback Registration. The Company shall not be required to maintain the registration statement filed in connection with such registration, EasyLink shall determine effectiveness of the Registration Statement for any reason not a Piggyback Registration beyond the earlier to register or to delay registration occur of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in 180 days after the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in such Registration Statement. Notwithstanding anything to the case of a determination contrary in this Agreement, unless otherwise consented to delay registeringby the Requisite Investors (which, if there are not more than two Qualified Holders, shall mean, for purposes of this sentence, those holders of more than 50% of the shares of Common Stock held by the Investors (including indirect holdings through Holdings)), in connection with an initial Public Offering the Company shall not be permitted required to delay registering deliver a Piggyback Notice nor include in such registration any Registrable Securities, for Securities if the same period as initial Public Offering involves only a primary offering of the delay Common Stock in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink which none of its obligation to effect any Mandatory Registration upon request under Section 2.01the Family Investor or the Sponsor Investors are selling shares of Common Stock beneficially owned by them.

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

Right to Piggyback. If EasyLink Each time the Company proposes to register any of its equity securities under the Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(kan Excluded Registration) under the Act, whether or not Securities Act for sale for EasyLink's own account, and to the registration form to be used may be used public (whether for the registration account of Registrable Securities the Company or the account of any securityholder of the Company) (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders each Holder of its intention Registrable Securities (which notice shall be given not less than 10 days prior to do the anticipated filing date of the Company’s registration statement), which notice shall offer each such Holder the opportunity to include any or all of such Holder’s Registrable Securities in such registration statement on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration statement, subject to the limitations contained in Section 2.3.2 hereof. Each Holder who desires to have such Holder’s Registrable Securities included in such registration statement shall so and advise the Company in writing (stating the number of Holders's rights under this Section 2.02. Upon the written request of any Holders made shares desired to be registered) within 30 five days after the receipt date of any such notice (which from the Company. Any Holder shall have the right to withdraw such Holder’s request shall specify the for inclusion of such Holder’s Registrable Securities intended in any registration statement pursuant to be disposed this Section 2.3.1 by giving written notice to the Company of by Holders and such withdrawal on or before the intended method fifth day prior to the planned effective date of distribution thereof)such Piggyback Registration. Subject to Section 2.3.2 below, EasyLink will use its reasonable commercial efforts to effect the Company shall include in such registration under the Act of statement all such Registrable Securities which EasyLink has been so requested to register by be included therein; provided, however, that the Company may at any time, in its sole discretion and without the consent of the Holders, delay, withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of all other equity securities originally proposed to be registered and will have no liability to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed Holder in connection with such registrationtermination or withdrawal, EasyLink shall determine except for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the any registration expenses under pursuant to Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.012.7.2.

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

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

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

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

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

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

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities file a Registration Statement under the Securities Act in connection or conduct a Shelf Takedown with respect to a firm commitment underwritten offering Public Offering of any class of the Company’s Equity Securities (other than a Demand Registration or registrations solely for the registration of shares in connection with an employee benefit plan on Form S-8 or Form S-4, a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to all Holders of Registrable Securities of its intention to do so effect such Piggyback Registration and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to registerPiggyback Registration that is a Shelf Takedown, such notice shall be relieved given not less than (A) in the case of its obligation to register any Registrable Securities in connection with such registration a “bought deal,” “registered direct offering” or “overnight transaction” (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewitha “Bought Deal”), without prejudicetwo (2) Business Days; or (B) otherwise, howeverfive (5) Business Days, in each case under this clause (i), prior to the rights expected date of Holders to request that commencement of marketing efforts for such registration be effected as a Mandatory Registration under Section 2.01, and Shelf Takedown; or (ii) in the case of a determination to delay registeringany other Piggyback Registration, such notice shall be permitted given not later than five (5) Business Days prior to delay registering the commencement of marketing efforts for an offering on such Registration Statement. The Company shall, subject to the provisions of Section 4(b) below, include in such Piggyback Registration, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within (x) in the case of a Bought Deal, two (2) Business Days; (y) in the case any other Shelf Takedown, three (3) Business Days; or (z) otherwise, two (2) Business Days, in each case after the date of the Company’s notice; provided that the Company may not commence marketing efforts for such Public Offering until after such periods and the inclusion of all such securities requested subject to Section 4(b). Each Holder of Registrable Securities, for Securities agrees that the same period as the delay in registering fact that such other securities. No registration effected under this Section 2.02 a notice has been delivered shall relieve EasyLink of its obligation constitute confidential information and such Holder agrees not to disclose that such notice has been delivered or effect any Mandatory sale or distribution of Common Stock until the earlier of (i) the date the registration statement prepared in connection with such Piggyback Registration upon request under Section 2.01has been publicly filed with the SEC and (ii) 20 days after the date of such notice; provided however, that with respect to any Piggyback Registration in connection with an initial public offering each Holder of Registrable Securities agrees to not effect any sale or distribution of Common Stock from the date of such notice through the marketing period for such offering which marketing period begins within 10 days after the date of notice.

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

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

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

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

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

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

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

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

Right to Piggyback. If EasyLink the Company proposes to register any shares of its Common Stock (or securities convertible into or exchangeable for Common Stock) with the Commission under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan a Registration on Form S-4 or a merger Form S-8, or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountsuccessor forms), and the registration Registration form to be used may be used for the registration Registration of the Registrable Securities (a "Piggyback Registration"), EasyLink the Company will at each such time give prompt written notice (a "Piggyback Notice") to Holders all Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any effect such a Registration, which notice (which request shall will specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereofproposed offering price (if determined at that time), EasyLink will use its reasonable commercial efforts to effect the registration under the Act kind and number of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so securities proposed to be registered, provided that ifthe distribution arrangements and will, subject to Section 5(a)(ii), include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which requests have not been withdrawn) for inclusion therein within twenty (20) days after the last date such Piggyback Notice was deemed to have been given pursuant to Section 15.1. If at any time after giving written notice of its intention to register any securities the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, EasyLink shall determine the Company determines for any reason not to register or to delay registration of such securitiesRegistration, EasyLink the Company may, at its election, give written notice of such determination to Holders and, thereupon, each holder of Registrable Securities that has requested inclusion of Registrable Securities in such Registration and (iA) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01Registration, and (iiB) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No Stockholder may obtain a Piggyback Registration on a Demand Registration initiated by JWC or AT&T except that each of AT&T and JWC may Piggyback on the Demand Registrations of the other; PROVIDED that, in such circumstances, any reduction requested by the managing underwriter(s) in such registration effected under this Section 2.02 in the number of Registrable Securities to be registered shall relieve EasyLink of its obligation first be applied to effect any Mandatory Registration upon request under Section 2.01the party seeking to Piggyback on the Demand Registration.

Right to Piggyback. If EasyLink Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, on or after the release from escrow of any Purchased Shares from any Subaccount pursuant to the Merger Agreement, Warrant Escrow Agreement and the Escrow Agreement, if the Corporation proposes to register any of its securities file a registration statement under the Securities Act in connection with a firm commitment underwritten respect to an offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the ActCorporation Securities, whether or not for sale for EasyLink's of its own accountaccount (other than a registration statement (i) on Form X-0, and the registration form to be used may be used for the registration of Registrable Securities Xxxx X-0 or any successor forms thereto or (a "Piggyback Registration"ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), EasyLink will at then, each such time time, the Corporation shall give prompt written notice of such proposed filing at least twenty (20) days before the anticipated filing date (the “Piggyback Notice”) to Holders all of its intention the holders of Registrable Securities. The Piggyback Notice shall offer such holders the opportunity to do so and include (or cause to be included) in such registration statement the number of Holders's rights under this Section 2.02. Upon the written Registrable Securities as each such holder may request of any Holders made within 30 days after the receipt of (a “Piggyback Registration”); provided that only Registrable Securities which have been released from escrow may be included in any such notice (which request Piggyback Registration. Subject to Section 4(b) hereof, the Corporation shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of include in each such Piggyback Registration all Registrable Securities with respect to which EasyLink the Corporation has received written requests for inclusion therein within fifteen (15) days after notice has been so requested to register by Holders, given to the extent required applicable holder. The eligible holders of Registrable Securities shall be permitted to permit the disposition (in accordance with such intended methods thereof) withdraw all or part of the Registrable Securities so to be registered, provided that if, from a Piggyback Registration at any time after giving written notice of its intention to register any securities and at least two (2) business days prior to the effective date of such Piggyback Registration. The Corporation shall not be required to maintain the registration statement filed in connection with such registration, EasyLink shall determine effectiveness of the Registration Statement for any reason not a Piggyback Registration beyond the earlier to register or to delay registration occur of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in one hundred eighty (180) days after the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, effective date thereof and (ii) consummation of the distribution by the holders of the Registrable Securities included in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01Statement.

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

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

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

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

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

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

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

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

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

Right to Piggyback. If EasyLink Subject to Sections 2(c) and 2(d) hereof, if at any time prior to the first anniversary of the Date of Issuance SEi proposes to register file a Registration Statement under the Securities Act with respect to any offering of the Common Stock by SEi for its own account and/or on behalf of any of its securities under the Act in connection with a firm commitment underwritten offering security holders (other than registrations solely for (i) a registration on Form S-8 or S-4 or any successor form, (ii) a registration relating to a transaction subject to Rule 145 under the Securities Act, or (iii) any registration of shares in connection with securities as it relates to an offering and sale to management of SEi pursuant to any employee stock plan or other employee benefit plan arrangement) then, as soon as practicable (but in no event less than twenty (20) days prior to the proposed date of filing such Registration Statement), SEi shall give written notice (including the proposed offering price or a merger or consolidation range of offering prices, the type and other than pursuant amount of securities proposed to Section 2.01) at any time before all be registered, proposed distribution arrangements and the name of the Registrable Securities are eligible for public resale by Holders pursuant managing underwriter) of such proposed filing to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountHolders, and such notice shall offer the registration form Holders the opportunity to be used may be used for the registration register such number of Registrable Securities as the Holders may request (a "Piggyback Registration"). Subject to subsection 2(d), EasyLink will at each SEi shall include in such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made Registration Statement all Registrable Securities requested within 30 fifteen (15) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by the Holders and to be included in the intended method of distribution thereofregistration for such offering pursuant to a Piggyback Registration), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holdersprovided, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registeredhowever, provided that if, at any time after giving written notice of its intention to register any securities Common Stock and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, EasyLink SEi shall determine for any reason not to register or to delay registration of such securitiesthe Common Stock to be registered for sale by SEi, EasyLink SEi may, at its election, give written notice of such determination to Holders the Holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, on one occasion only for a reasonable period (not in excess of 75 days) if in its reasonable judgment such filing would require the same period disclosure of material information that SEi has a bona fide business purpose for preserving as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01confidential.

Right to Piggyback. If EasyLink the Company proposes to register ------------------ any shares of its Common Stock (or securities convertible into or exchangeable for Common Stock) with the Commission under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan a Registration on Form S-4 or a merger Form S-8, or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountsuccessor forms), and the registration Registration form to be used may be used for the registration Registration of the Registrable Securities (a "Piggyback Registration"), EasyLink the Company will at each such time give prompt written notice (a "Piggyback Notice") to Holders all Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any effect such a Registration, which notice (which request shall will specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereofproposed offering price (if determined at that time), EasyLink will use its reasonable commercial efforts to effect the registration under the Act kind and number of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so securities proposed to be registered, provided that ifthe distribution arrangements and will, subject to Section 5(b)(ii), include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which requests have not been withdrawn) for inclusion therein within twenty (20) days after the last date such Piggyback Notice was deemed to have been given pursuant to Section 12.1. If at any time after giving written notice of its intention to register any securities the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, EasyLink shall determine the Company determines for any reason not to register or to delay registration of such securitiesRegistration, EasyLink the Company may, at its election, give written notice of such determination to Holders and, thereupon, each holder of Registrable Securities that has requested inclusion of Registrable Securities in such Registration and (iA) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01Registration, and (iiB) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

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

Right to Piggyback. If EasyLink at any time the Company proposes to register any of its securities file a registration statement under the Securities Act in connection with a firm commitment underwritten respect to an offering of any class of equity securities (other than registrations solely for a registration statement on Form S-4, Form S-8 or any successor forms thereto and the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the ActShelf Registraxxxx Xxxxxxxxt, whether or not for sale for EasyLink's its own account, and then the registration form Company shall give written notice (the "Piggyback Notice") of such proposed filing to be used may be used for the registration Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such amount of Registrable Securities as each Holder may request (a "Piggyback Registration"), EasyLink will at . The Company shall include in each such time give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of Piggyback Registration all Registrable Securities for which EasyLink the Company has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) received written requests for inclusion within 15 days after delivery of the Registrable Securities so Piggyback Notice, subject to be registeredSection 4.2; provided, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, EasyLink the Company shall determine for any reason either not to register or to delay registration of such securities, EasyLink the Company may, at its election, give written notice of such determination to Holders each selling Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with the such registration (but not from its obligation to pay the registration expenses under Section 2.05 Registration Expenses in connection with therewith), without prejudice, however, to the rights of Holders any selling Holder to request that such registration be effected as a Mandatory Registration registration under Section 2.013.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 4.1 shall relieve EasyLink the Company of its obligation to effect any Mandatory Registration registration upon request under Section 2.013.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Holders may withdraw all or part of the Registrable Securities from a Piggyback Registration by giving written notice to the Company of such withdrawal any time before the fifth Business Day immediately preceding the effective date of such Piggyback Registration.

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

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01a Demand Registration or a registration on Form X-0, Xxxx X-0 or any successor forms) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders all holders of Investor Registrable Securities and Other Registrable Securities of its intention to do so effect such a registration and, subject to the terms of paragraphs 2(c) and of Holders's rights 2(d) hereof, shall include in such registration (and in all related registrations or qualifications under this Section 2.02. Upon blue sky laws or in compliance with other registration requirements and in any related underwriting) all Investor Registrable Securities and Other Registrable Securities with respect to which the Company has received written request of any Holders made requests for inclusion therein within 30 20 days after the receipt of the Company’s notice. Notwithstanding the foregoing, if a Piggyback Registration is not an underwritten registration, the Company shall not be required to include in any such notice (which request shall specify the Piggyback Registration any Investor Registrable Securities intended to or any Other Registrable Securities held by any such holder if such holder (and all other Persons whose securities must be disposed aggregated at such time with those of by Holders and the intended method of distribution thereofsuch holder under Rule 144), EasyLink will use its reasonable commercial efforts to effect the registration under the Act as of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed for such Piggyback Registration, would be permitted to sell all of the Investor Registrable Securities or Other Registrable Securities then held by such holder, without registration or other restrictions on volume, manner of sale or otherwise, pursuant to Rule 144 during the 90-day period commencing upon the effective date of any such Piggyback Registration. The Company shall have the right to terminate or withdraw any registration initiated by it prior to the effectiveness of such registration whether or not any holder of Registrable Securities has elected to include securities in such registration; provided that the Company shall pay all Registration Expenses incurred in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.

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

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities file a Registration Statement under the Securities Act in connection or conduct a Shelf Takedown with respect to a firm commitment underwritten offering Public Offering of any class of the Company’s Capital Stock (other than a Demand Registration or registrations solely for the registration of shares in connection with an employee benefit plan on Form S-8 or Form S-4, a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to all Holders of Registrable Securities (except, for the avoidance of doubt, to Holders that opted out from such notice pursuant to Section ‎7(e) hereof) of its intention to do so effect such Piggyback Registration and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to registerPiggyback Registration that is a Shelf Takedown, such notice shall be relieved given not less than (A) in the case of its obligation to register any Registrable Securities in connection with such registration a “bought deal,” “registered direct offering” or “overnight transaction” (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewitha “Bought Deal”), without prejudicetwo Business Days, howeveror (B) otherwise five Business Days, in each case under this clause (i), prior to the rights expected date of Holders to request that commencement of marketing efforts for such registration be effected as a Mandatory Registration under Section 2.01, Shelf Takedown and (ii) in the case of a determination to delay registeringany other Piggyback Registration, such notice shall be permitted given not less than five Business Days after the public filing of such Registration Statement. The Company shall, subject to delay registering the provisions of Section ‎‎4(b) below, include in such Piggyback Registration, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within (x) in the case of a Bought Deal, two Business Days, (y) in the case of any other Shelf Takedown, three Business Days or (z) in the case of a Shelf Takedown or otherwise five Business Days, in each case after the date of the Company’s notice; provided that the Company may not commence marketing efforts for such Public Offering until after such periods and the inclusion of all such securities requested subject to Section ‎‎4(b). Each Holder of Registrable Securities, for Securities agrees that the same period as fact that such a notice has been delivered shall constitute confidential information if at such time the delay in registering Company’s counsel deems such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation information to be material non-public information and such Holder agrees not to disclose that such notice has been delivered or effect any Mandatory sale or distribution of New Common Stock until the earlier of (i) the date the registration statement prepared in connection with such Piggyback Registration upon request under Section 2.01has been publicly filed with the SEC and (ii) 15 days after the date of such notice; provided, however, that the Company shall not be able to restrict trading in the Registrable Securities more than two times in any 12-month period.

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

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

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

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

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

Right to Piggyback. If EasyLink Except with respect to a Demand Registration, the procedures for which are addressed in Section 3, if the IPO Corporation proposes to register any of its securities file a Registration Statement under the Securities Act in connection with a firm commitment underwritten respect to an offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the ActCommon Stock, whether or not for sale for EasyLink's its own accountaccount (other than a Registration Statement (i) on Form X-0, and the registration form to be used may be used for the registration of Registrable Securities Xxxx X-0 or any successor forms thereto or (a "Piggyback Registration"ii) filed solely in connection with an exchange offer or any employee benefit or dividend reinvestment plan), EasyLink will at then, each such time time, the IPO Corporation shall give prompt written notice to Holders of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 such filing no later than five (5) days after the receipt filing date (the “Piggyback Notice”) to all of any the Shareholders. The Piggyback Notice shall offer such notice holders the opportunity to include (which request shall specify or cause to be included) in such Registration Statement the number of Registrable Securities intended as each such holder may request (a “Piggyback Registration”). Subject to be disposed of by Holders and the intended method of distribution thereofSection 4(b), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of IPO Corporation shall include in each such Piggyback Registration all Registrable Securities with respect to which EasyLink the IPO Corporation has received written requests for inclusion therein within five (5) days after the Piggyback Notice has been so requested to register by Holders, given to the extent applicable holder (the “Piggyback Response”). The IPO Corporation shall not be required to permit maintain the disposition effectiveness of the Registration Statement for a Piggyback Registration beyond the earlier to occur of (in accordance with such intended methods A) 180 days after the effective date thereof, and (B) consummation of the distribution by the holders of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior included in such Registration Statement. Notwithstanding anything to the effective date of the registration statement filed contrary in this Agreement, in connection with an IPO in which the Apollo Shareholder or a Principal Shareholder is selling (or causing to be sold) shares of Common Stock beneficially owned by such registrationholder on a secondary basis, EasyLink the IPO Corporation shall determine for any reason not be required to register deliver a Piggyback Notice and in such event, on a pro rata basis (based on the number of shares of Common Stock that the Apollo Shareholder or such Principal Shareholder is proposing to delay registration sell in such IPO), all such holders of Registrable Securities shall have the right to participate in such securitiesoffering with the Apollo Shareholder or such Principal Shareholder, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in as the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01may be.

Right to Piggyback. If EasyLink the Company proposes to register any shares of its Common Stock (or securities convertible into or exchangeable for Common Stock) with the Commission under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan a Registration on Form S-4 or a merger Form S-8, or consolidation and other than pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountsuccessor forms), and the registration Registration form to be used may be used for the registration Registration of the Registrable Securities (a "Piggyback Registration"), EasyLink the Company will at each such time give prompt written notice (a "Piggyback Notice") to Holders all Stockholders, at least thirty (30) days prior to the anticipated filing date, of its intention to do so and of Holders's rights under this Section 2.02. Upon the written request of any Holders made within 30 days after the receipt of any effect such a Registration, which notice (which request shall will specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereofproposed offering price (if determined at that time), EasyLink will use its reasonable commercial efforts to effect the registration under the Act kind and number of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so securities proposed to be registered, provided that ifthe distribution arrangements and will, subject to Section 5(a)(ii), include in such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests (which requests have not been withdrawn) for inclusion therein within twenty (20) days after the last date such Piggyback Notice was deemed to have been given pursuant to Section 15.1. If at any time after giving written notice of its intention to register any securities the Piggyback Notice and prior to the effective date of the registration statement Registration Statement filed in connection with such registrationRegistration, EasyLink shall determine the Company determines for any reason not to register or to delay registration of such securitiesRegistration, EasyLink the Company may, at its election, give written notice of such determination to Holders and, thereupon, each holder of Registrable Securities that has requested inclusion of Registrable Securities in such Registration and (iA) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01Registration, and (iiB) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Stockholder may obtain a Piggyback Registration upon request under Section 2.01on a Demand Registration initiated by JWC.

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities Class A Shares under the Securities Act for its own account or for the account of any holder of Class A Shares (other than (i) pursuant to a Demand Registration, in which case the ability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration statement on Form S‑8 or S-4 or any similar or successor form, (iii) in connection with a firm commitment underwritten offering registration the primary purpose of which is to register debt securities (other than registrations solely for the registration of shares i.e., in connection with an employee benefit plan or a merger or consolidation and other than so‑called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Section 2.012 hereof or (v) at any time before all in connection with the issuance by the Company of Class A Shares in the Registrable Securities are eligible for public resale by Holders Ladder IPO (including, without limitation, pursuant to Rule 144(kthe terms of any over‑allotment or “green shoe” option requested by the managing underwriter(s))) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders all applicable holders of Registrable Shares of its intention to do so effect such a registration and of Holders's such holders’ rights under this Section 2.024(a). Upon the written request of any Holders made within 30 days after the receipt holder of any Registrable Shares receiving such notice (which request shall must specify the Registrable Securities Shares intended to be disposed of by Holders such holder and the intended method of distribution disposition thereof), EasyLink will use its reasonable commercial efforts the Company shall include in such registration (subject to effect the registration under the Act provisions of this Agreement) all Registrable Securities which EasyLink has been so Shares requested to register by Holdersbe registered pursuant to this Section 4(a), subject to Sections 4(b) and 4(c) below, with respect to which the extent required to permit Company has received written requests for inclusion therein within 20 days after the disposition (in accordance with such intended methods thereof) receipt of the Registrable Securities so to be registered, Company’s notice; provided that if, any such other holder may withdraw its request for inclusion at any time after giving written notice of its intention prior to register any securities and executing the underwriting agreement or, if none, prior to the effective date of the applicable registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01becoming effective.

Right to Piggyback. If EasyLink In the event that the Company is not permitted to ------------------ file the Shelf Registration Statement in accordance with the provisions of Section 3(d) hereof, NWI Group shall immediately become entitled to the rights of this Section 6. Accordingly, if on or after the first business day following the expiration of the NWI Group Lock-Up, the Company at any time proposes to register any of its Common Stock or other securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for sale to the public, whether for its own account or for the account of other shareholders or both (except with respect to registration of shares in connection with an employee benefit plan statements on Form S-8 or a merger or consolidation and other than pursuant to Section 2.01) at any time before all of another form not available for registering the Demand Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not Shares for sale for EasyLink's own account, and to the registration form to be used may be used for the registration of Registrable Securities public) (a "Piggyback Registration"), EasyLink the Company will at each such time promptly (but in any event within 30 days) give prompt written notice to Holders NWI Group of its intention to do so effect such registration and of Holders's rights under this Section 2.02. Upon will include in such registration all Demand Registrable Securities with respect to which the Company has received written request of any Holders made requests for inclusion within 30 15 days after the receipt of any such the Company's notice (which request a "Piggyback Registration Request"); provided, however, that the Company shall specify the -------- ------- not be required to include Demand Registrable Securities intended in the securities to be disposed registered pursuant to a registration statement on any form which limits the amount of securities which may be registered by Holders the issuer and/or selling security holders if, and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit that, such inclusion would make the disposition use of such form unavailable. In the event that any Piggyback Registration shall be, in whole or in part, an underwritten public offering of Common Stock, any Piggyback Registration Request by NWI Group shall specify that either (in accordance with i) such intended methods thereof) of the Demand Registrable Securities so are to be registered, provided that if, at any time after giving written notice included in the underwriting on the same terms and conditions as the shares of its intention to register any securities and prior to the effective date of the registration statement filed in connection with Common Stock otherwise being sold through underwriters under such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) such Demand Registrable Securities are to be sold in the case open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay common stock in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01reasonably similar circumstances.

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

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

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

Right to Piggyback. If EasyLink At any time when (i) the Company proposes to register any of its securities Equity Securities under the Securities Act in connection with a firm commitment underwritten offering (other than registrations solely for the registration of shares in connection with an employee benefit plan or on a merger or consolidation and other than Shelf Registration Statement filed pursuant to Section 2.012(a) at any time before all of the Registrable Securities are eligible for public resale by Holders this Exhibit, pursuant to Rule 144(k) under the Acta Demand Registration, whether or not for sale for EasyLink's own accounton Form S-4 or S-8 or their equivalents), and the registration form to be used may be used for the registration of Registrable Securities, and a Shelf Registration Statement is not effective pursuant to Section 2(a) of this Exhibit, or (ii) the Company proposes to undertake an underwritten offering of its Equity Securities (other than on a "Shelf Registration Statement filed under Section 2(a) of this Exhibit or pursuant to a Demand Registration) pursuant to a registration form that may be used for the registration of Registrable Securities (any such registration in each of clauses (i) and (ii), a “Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to all Eligible Holders who hold Registrable Securities of its intention to do so effect such a Piggyback Registration and, subject to Sections 4(c) and 4(d) of Holders's rights this Exhibit, shall include in such Piggyback Registration (and in all related registrations or qualifications under this Section 2.02. Upon blue sky laws or in compliance with other registration requirements and in any related underwriting), on the same terms and conditions as any other securities included therein, all Registrable Securities with respect to which the Company has received written request requests for inclusion therein (which written requests shall specify the number of any Holders made Registrable Securities requested to be included in such Piggyback Registration) within 30 15 days after the receipt of any such notice (which request shall specify the Company’s notice; provided that Registrable Securities intended shall not be included in a registration or offering with respect to be disposed of by Holders and an IPO unless the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect managing underwriters administering the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01IPO otherwise reasonably agree.

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

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities under the Securities Act (which, for the avoidance of doubt, includes the registration of Class A Shares under the Securities Act for an underwritten public primary offering by the Company for the ultimate benefit of holders of Registrable Securities (i.e., where the Company primarily uses the proceeds from the sale of Class A Shares issued by the Company in an underwritten Public Offering to purchase Registrable Securities from holders of Registrable Securities (a “Synthetic Secondary Offering”)), other than (i) pursuant to a Demand Registration or a Shelf Registration (including any related Shelf Offering), in which case the ability of a holder of Registrable Securities to participate in such Demand Registration or Shelf Offering shall be governed by Section 2, (ii) in connection with the issuance by the Company of Class A Shares in the IPO (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option granted to the managing underwriters), (iii) in connection with registrations on Form S-4 or S-8 promulgated by the SEC (or any successor or similar forms), (iv) in connection with a firm commitment underwritten offering registration the primary purpose of which is to register debt securities (other than registrations solely for the registration of shares i.e., in connection with an employee benefit plan a so-called “equity kicker”), (v) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), or a merger or consolidation and other than (vi) pursuant to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders pursuant to Rule 144(k) under the Act, whether or not for sale for EasyLink's own accountRequired Shelf Registration Statement, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders all holders of securities subject to registration rights of its intention to do so effect such Piggyback Registration and, subject to the terms of Section 3(c) and of Holders's rights Section 3(d), shall include in such Piggyback Registration (and in all related registrations or qualifications under this Section 2.02. Upon blue sky laws and in any related underwriting) all securities with respect to which the Company has received written request of any Holders made requests for inclusion therein within 30 20 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink has been so requested to register by Holders, to the extent required to permit the disposition (in accordance with such intended methods thereof) delivery of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securitiesCompany’s notice. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01.- 11 -

Right to Piggyback. If EasyLink (a) Other than in connection with a Demand Registration pursuant to Section 2 of this Agreement or a registration on Form S-4 or S-8 (or similar forms) promulgated by the SEC and any successor or similar forms, if at any time the Company, including if the Company qualifies as a WKSI, proposes to register file (i) a prospectus supplement to an effective registration statement pursuant to a Shelf Registration Statement, or (ii) a registration statement other than a Shelf Registration Statement for a delayed or continuous offering pursuant to Rule 415 under the Securities Act, in either case, for the sale of Ordinary Shares for its own account, or for the benefit of the holders of any of its securities under other than the Act in connection with Holders, to an underwriter on a firm commitment underwritten offering basis for reoffering to the public or in a “bought deal” or “registered direct offering” with one or more investment banks (other collectively, a “Piggy-Back Underwritten Offering”), then as soon as practicable but not less than registrations solely for fifteen Business Days prior to the registration filing of shares in connection with an employee benefit plan or a merger or consolidation and other than pursuant (a) any preliminary prospectus supplement relating to Section 2.01) at any time before all of the Registrable Securities are eligible for public resale by Holders such Piggy-Back Underwritten Offering pursuant to Rule 144(k424(b) under the Securities Act, whether (b) any prospectus supplement relating to such Piggy-Back Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or not for sale for EasyLink's own account(c) such Shelf Registration Statement, as the case may be, the Company shall give notice of such proposed Piggy-Back Underwritten Offering to the Holders and such notice (a “Piggyback Notice”) shall offer the registration form Holders the opportunity to be used may be used for the registration include in such Piggy-Back Underwritten Offering such number of Registrable Securities (a "Piggyback Registration"), EasyLink will at as each such time give prompt written Holder may request in writing. Each such Holder shall then have ten Business Days after receiving such notice to Holders request in writing to the Company inclusion of its intention Registrable Securities in the Piggy-Back Underwritten Offering, except that such Holder shall have two Business Days after such Holder confirms receipt of the notice to do so and request inclusion of Holders's rights under this Section 2.02Registrable Securities in the Piggy Back Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. Upon the written request of any Holders made within 30 days after the receipt of any such notice (which request for inclusion from a Holder received within the specified time, the Company shall specify the Registrable Securities intended to be disposed of by Holders and the intended method of distribution thereof), EasyLink will use its reasonable commercial best efforts to effect the registration under in any registration statement of any of the Act of all Holders’ Registrable Securities which EasyLink has been so requested to register by Holders, be included on the terms set forth in this Agreement. Prior to the extent required commencement of any “road show,” any Holder shall have the right to permit the disposition (in accordance with such intended methods thereof) withdraw its request for inclusion of the its Registrable Securities so to be registered, provided that if, at in any time after registration by giving written notice to the Company of its intention request to register any securities withdraw and prior to the effective date of the registration statement filed in connection with such registration, EasyLink withdrawal shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders be irrevocable and, thereuponafter making such withdrawal, (i) in the case of a determination not such Holder shall no longer have any right to register, shall be relieved of its obligation to register any include Registrable Securities in connection with the Piggy-Back Underwritten Offering as to which such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01withdrawal was made.

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

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of its securities Class A Shares under the Securities Act for its own account or for the account of any holder of Class A Shares (which, as a point of clarity, includes the registration of Class A Shares under the Securities Act for an underwritten public synthetic offering by the Company for the ultimate benefit of holders of Registrable Shares (i.e., where the Company primarily uses the proceeds from Class A Shares issued in an underwritten public offering of Class A Shares by the Company to purchase Registrable Shares from holders of Registrable Shares (a “Synthetic Offering”)) (other than (i) pursuant to a Demand Registration, in which case the ability of a holder of Registrable Shares to participate in such Demand Registration shall be governed by Section 2, including, without limitation, Section 3(c), (ii) pursuant to a registration statement on Form S‑8 or S-4 or any similar or successor form, (iii) in connection with a firm commitment underwritten offering registration the primary purpose of which is to register debt securities (other than registrations solely for the registration of shares i.e., in connection with an employee benefit plan or a merger or consolidation and other than so‑called “equity kicker”), (iv) in connection with a Shelf Registration Statement pursuant to Section 2.012 hereof or (v) at any time before all in connection with the issuance by the Company of Class A Shares in the Registrable Securities are eligible for public resale by Holders Ladder IPO (including, without limitation, pursuant to Rule 144(kthe terms of any over‑allotment or “green shoe” option requested by the managing underwriter(s))) under the Act, whether or not for sale for EasyLink's own account, and the registration form to be used may be used for the registration of Registrable Securities (a "“Piggyback Registration"”), EasyLink will at each such time the Company shall give prompt written notice to Holders all applicable holders of Registrable Shares of its intention to do so effect such a registration and of Holders's such holders’ rights under this Section 2.024(a) (the “Piggyback Notice”). Upon the written request of any Holders made within 30 days after the receipt holder of any Registrable Shares receiving such notice (which request shall must specify the Registrable Securities Shares intended to be disposed of by Holders such holder and the intended method of distribution disposition thereof), EasyLink will use its reasonable commercial efforts the Company shall include in such registration (subject to effect the registration under the Act provisions of this Agreement) all Registrable Securities which EasyLink has been so Shares requested to register by Holdersbe registered pursuant to this Section 4(a), subject to Sections 4(b) and 4(c) below, with respect to which the extent required Company has received written requests for inclusion therein no later than 9:00 a.m., New York City time, on the business day immediately following the Piggyback Notice Delivery Time; it being understood that for purposes of this Section 4(a), the “Piggyback Notice Delivery Time” shall be deemed to permit be the disposition (in accordance with such intended methods thereof) date of delivery of the Registrable Securities so Piggyback Notice if it is delivered to holders at or prior to 12:00 p.m. New York City time and shall be deemed to be registered, the business day immediately following delivery of such notice if it is delivered to holders after 12:00 p.m. New York City time; provided that if, any such other holder may withdraw its request for inclusion at any time after giving written notice of its intention prior to register any securities and executing the underwriting agreement or, if none, prior to the effective date of the applicable registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01becoming effective.

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

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

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

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

Right to Piggyback. If EasyLink Whenever the Company proposes to register any of --- ------------------ its securities under the Securities Act in connection with a firm commitment underwritten offering of 1933, as amended (other than registrations solely for the registration of shares in connection with an employee benefit plan or a merger or consolidation and "SECURITIES ACT") (other than pursuant to Section 2.01a registration of securities on Form S-8 under the Securities Act (or a successor form to either of such Forms) at any time before all or pursuant to a "Demand Registration," as such term is defined in that certain Registration Agreement dated as of April 23, 1997 by and among the Company and certain investors in and executives of the Registrable Securities are eligible for public resale by Holders pursuant Company (as such Registration Agreement may be amended or amended and restated from time to Rule 144(k) under time, the Act, whether or not for sale for EasyLink's own account"INVESTORS AND EXECUTIVES REGISTRATION RIGHTS AGREEMENT")), and the registration form to be used may be used for the registration of Registrable Securities (as defined below) (a "Piggyback RegistrationPIGGYBACK REGISTRATION"), EasyLink will at each such time the Company shall give prompt written notice to Holders all holders of Registrable Securities of its intention to do so effect such a registration and of Holders's rights under this Section 2.02. Upon shall include in such registration all Registrable Securities with respect to which the Company has received written request of any Holders made requests for inclusion therein within 30 20 days after the receipt of the Company's notice. "REGISTRABLE SECURITIES" means the shares of Common Stock held by the Shareholders at the Effective Time, together with any other shares of Common Stock issued or issuable with respect to said shares by way of a stock dividend or stock split or conversion or in connection with an exchange or combination of shares, recapitalization, merger, consolidation or other reorganization, and any other shares of Common Stock held by the Shareholders at any time. As to any particular Registrable Securities, such notice (which request securities shall specify the cease to be Registrable Securities intended when they have been registered under the Securities Act or sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any similar rule then in force) ("RULE 144"). For purposes of this Amended and Restated Registration Rights Agreement, a person shall be deemed to be disposed a holder of by Holders and Registrable Securities whenever such person has the intended method right to acquire such Registrable Securities (upon conversion or exercise in connection with a transfer of distribution thereofsecurities or otherwise), EasyLink will use its reasonable commercial efforts to effect the registration under the Act of all Registrable Securities which EasyLink whether or not such acquisition has actually been so requested to register by Holderseffected; provided, to the extent required to permit the disposition (in accordance with however, that such intended methods thereof) of the Registrable Securities so to be registered, provided that if, at any time after giving written notice of its intention to register any securities and ----------------- acquisition must actually have been effected prior to the effective date of the any registration statement filed in connection with such registration, EasyLink shall determine for any reason not to register or to delay registration of such securities, EasyLink may, at its election, give written notice of such determination to Holders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register which includes any Registrable Securities in connection with such registration (but not from its obligation to pay the registration expenses under Section 2.05 in connection therewith), without prejudice, however, to the rights of Holders to request that such registration be effected as a Mandatory Registration under Section 2.01, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.02 shall relieve EasyLink of its obligation to effect any Mandatory Registration upon request under Section 2.01so acquired.

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