First Data 2012 Annual Report Download - page 183

(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.
10. Additional Rights of Management Stockholders. Notwithstanding anything herein to the contrary, in the event that the
Company receives notice of any event giving rise to piggyback registration rights of Senior Management Stockholders in Section 9
hereof, the Board shall promptly (and in event within such period of time to allow the Management Stockholder to exercise such right,
if applicable) after being informed of such notice consult with the Chief Executive Officer and the Chief Financial Officer of the
Company to determine whether and to what extent any such rights shall be granted to the Management Stockholder and the Other
Management Stockholders who are not Senior Management Stockholders. Any such grant shall be effective upon, and to the extent
set forth in, any applicable resolution passed by the Board, and the Company shall give prompt notice to the Management Stockholder
and the Other Management Stockholders of the adoption thereof.
11. Rights to Negotiate Repurchase Price. Nothing in this Agreement shall be deemed to restrict or prohibit the Company from
purchasing, redeeming or otherwise acquiring for value shares of Stock or Options from the Management Stockholder, at any time,
upon such terms and conditions, and for such price, as may be mutually agreed upon in writing between the Parties, whether or not at
the time of such purchase, redemption or acquisition circumstances exist which specifically grant the Company the right to purchase,
or the Management Stockholder the right to sell, shares of Stock or any Options under the terms of this Agreement; provided that no
such purchase, redemption or acquisition shall be consummated, and no agreement with respect to any such purchase, redemption or
acquisition shall be entered into, without the prior approval of the Board.
12. Notice of Change of Beneficiary. Immediately prior to any transfer of Stock to a Management Stockholder’s Trust, the
Management Stockholder shall provide the Company with a copy of the instruments creating the Management Stockholder’s Trust
and with the identity of the beneficiaries of the Management Stockholder’s Trust. The Management Stockholder shall notify the
Company as soon as practicable prior to any change in the identity of any beneficiary of the Management Stockholder’s Trust.
13. Recapitalizations, etc. The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the
Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security
evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or
otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock
dividend, split, reverse split, combination,