First Data 2009 Annual Report Download - page 276

9 “Piggyback” Registration Rights. Effective after the occurrence of an initial Public Offering:
(a) The Parties agree to be bound, with respect to Senior Management Stockholders or to any other Management
Stockholders who are provided such rights pursuant to this Section 9, by all of the terms, conditions and obligations of the
Registration Rights Agreement (the “Registration Rights Agreement”) as they relate to the exercise of piggyback registration rights
as provided in Sections 4, 6, 7, 8 and 12 (but not Section 12(l)) of the Registration Rights Agreement entered into by and among
the Company and Investors party thereto (the “Piggyback Registration Rights”), as in effect on the date hereof (subject, with
respect to any such Management Stockholder provided Piggyback Registration Rights, only to any amendments thereto to which
such Management Stockholder has agreed in writing to be bound), and, if any of the Investors are selling stock, shall have all of the
rights and privileges of the Piggyback Registration Rights (including, without limitation, the right to participate in the initial Public
Offering and any rights to indemnification and/or contribution from the Company and/or the Investors), in each case as if the
Management Stockholder were an original party (other than the Company) to the Registration Rights Agreement, subject to
applicable and customary underwriter restrictions; provided, however, that at no time shall the Management Stockholder have any
rights to request registration under Section 3 of the Registration Rights Agreement. All Stock purchased or held by the applicable
Management Stockholder Entities pursuant to this Agreement shall be deemed to be “Registrable Securities” as defined in the
Registration Rights Agreement.
(b) In the event of a sale of Common Stock by any of the Investors in accordance with the terms of the Registration Rights
Agreement, the Company will promptly notify each Senior Management Stockholder or other Management Stockholder to whom
the Board, after consultation with the Chief Executive Officer and the Chief Financial Officer of the Company, has decided to
extend the Piggyback Registration Rights, in writing (a “Piggyback Notice”) of any proposed registration (a “Proposed
Registration”), which Piggyback Notice shall include: the principal terms and conditions of the proposed registration, including (A)
the number of the shares of Common Stock to be sold, (B) the fraction expressed as a percentage, determined by dividing the
number of shares of Common Stock to be sold by the holders of Registrable Securities (other than Management Stockholders) by
the total number of shares held by the holders of Registrable Securities (other than Management Stockholders) selling the shares of
Common Stock, (C) the proposed per share purchase price (or an estimate thereof), and (D) the proposed date of sale. If within
fifteen (15) days of the receipt by the Management Stockholder or Management Stockholder, as the case may be, of such
Piggyback Notice, the Company receives from the applicable Management Stockholder Entities of the Senior Management
Stockholder or Management Stockholder, as the case may be, a written request (a “Request”) to register shares of Stock held by the
applicable Management Stockholder Entities (which Request will be irrevocable unless otherwise mutually agreed to in writing by
the Senior Management Stockholder or Management Stockholder, if any, and the Company), shares of Stock will be so registered
as provided in this Section 9; provided, however, that for each such registration statement only one Request, which shall be
executed by the applicable Management Stockholder Entities, may be submitted for all Registrable Securities held by the
applicable Management Stockholder Entities.
(c) The maximum number of shares of Stock which will be registered pursuant to a Request will be the lowest of (i) the
number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management
Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a
fraction, the numerator of which is the aggregate number of shares of Stock being sold by holders of Registrable Securities (other
than Management Stockholders) and the denominator of which is the aggregate number of shares of Stock owned by the holders of
Registrable Securities (other than Management Stockholders) or (ii) the maximum number of shares of Stock which the Company
can register in connection with such Request in the Proposed Registration without adverse effect on the offering in the view of the
managing underwriters (reduced pro rata as more fully described in subsection (d) of this Section 9) or (iii) the maximum number
of shares which the Senior Management Stockholder (pro rata based upon the aggregate number of shares of Stock the Senior
Management Stockholder and Other Management Stockholders have requested to be registered) is permitted to register under the
Piggyback Registration Rights.
(d) If a Proposed Registration involves an underwritten offering and the managing underwriter advises the Company in
writing that, in its opinion, the number of shares of Stock requested to be included in the Proposed Registration exceeds the number
which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of
Stock offered in such Public Offering as contemplated by the Company, then, unless the managing underwriter advises that
marketing factors require a different allocation, the Company will include in the Proposed Registration (i) first, 100% of the shares
of Stock the Company proposes to sell and (ii) second, to the extent of the number of shares of Stock requested to be included in
such registration which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to
above, the number of shares of Stock which the selling holders of Registrable Securities, the Senior Management Stockholder and
all Other Management Stockholders who are entitled to piggyback or incidental registration rights in respect of