First Data 2012 Annual Report Download - page 181

(b) If the Company becomes subject to the reporting requirements of Section 12 of the Exchange Act, the
Company will file the reports required to be filed by it under the Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management
Stockholder to sell shares of Stock, subject to compliance with the provisions hereof (including requirements
of the Coordination Committee of Parent or the Company) without registration under the Exchange Act within
the limitations of the exemptions provided by (A) Rule 144 under the Act, as such Rule may be amended from
time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything
contained in this Section 8(b), the Company may de-register under Section 12 of the Exchange Act if it is then
permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such
circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or
any similar rule or regulation under the Act to be available. Nothing in this Section 8(b) shall be deemed to
limit in any manner the restrictions on transfers of Stock contained in this Agreement.
(c) The Company will not agree to any amendment of the terms of the credit agreement entered into on the
Closing Date, or to any corresponding provision in any successor or equivalent debt agreement, that
imposes any limits on the Company’s permission thereunder to repurchase stock, or make payments on any
note, in each case under Section 5(c) or 6(e) of this Agreement, that are materially more restrictive than such
provision under such credit agreement as in effect on the Closing Date if, at or prior to the time of such
agreement, restrictions corresponding and proportionate thereto have not also been imposed thereunder on the
payment of cash dividends on the Common Stock.
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