First Data 2009 Annual Report Download - page 277

Stock and any other Persons who are entitled to piggyback or incidental registration rights in respect of Stock (together, the
“Holders”) have requested to be included in the Proposed Registration, such amount to be allocated pro rata among all requesting
Holders on the basis of the relative number of shares of Stock then held by each such Holder (including upon exercise of all
exercisable Options) (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be
reallocated among the remaining requesting Holders in like manner); provided that any Holder that is allocated less than 100% of
the shares in such Holder’s request, shall be entitled to transfer that number of shares equal to the difference between such Holder’s
requested number of shares (up to the maximum provided for under this Section 9) and the number actually transferred by such
Holder in the Proposed Registration, following the expiration of any lock-up period.
(e) Upon delivering a Request a Senior Management Stockholder or other Management Stockholder having Piggyback
Registration Rights pursuant to clause (b) of this Section 9 will, if requested by the Company, execute and deliver a custody
agreement and power of attorney having customary terms and in form and substance reasonably satisfactory to the Company with
respect to the shares of Stock to be registered pursuant to this Section 9 (a “Custody Agreement and Power of Attorney”). The
Custody Agreement and Power of Attorney will provide, among other things, that the Senior Management Stockholder or
Management Stockholder, as the case may be, will deliver to and deposit in custody with the custodian and attorney-in-fact named
therein a certificate or certificates (to the extent applicable) representing such shares of Stock (duly endorsed in blank by the
registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said
custodian and attorney-in-fact as the Senior Management Stockholder’s or Management Stockholder’s agent and attorney-in-fact
with full power and authority to act under the Custody Agreement and Power of Attorney on the Senior Management Stockholder’s
or Management Stockholder’s behalf with respect to the matters specified therein.
(f) The Management Stockholder agrees that he will execute such other agreements as the Company may reasonably
request to further evidence the provisions of this Section 9, including reasonable and customary lock-up agreements; provided that
Parent and its Affiliates enter into a similar agreement if requested by the managing underwriter.
(g) Notwithstanding Section 12(l) of the Registration Rights Agreement, this Section 9 will terminate on the date on which
such Management Stockholder ceases to own any Registrable Securities.