Comcast 2010 Annual Report Download - page 226

“ Qualifying Public Offering ” means any Public Offering that is reasonably expected to yield gross proceeds that, when aggregated with
the gross proceeds from any previous Public Offerings, equal at least $1.5 billion.
“ Qualifying Securities ” means shares of Comcast common stock that are of any class or classes of Comcast’s choosing; provided that
shares of such class or classes shall then be listed or traded on a national securities exchange or quoted on an inter-dealer quotation system.
“ Redemption Purchase Price ” means GE’s Percentage Interest of the Company being sold by GE, HoldCo and/or their respective
Affiliates, as the case may be, multiplied by an amount equal to (i) 120% of Public Market Value less (ii) 50% of any Excess Amount. An
example of the calculation of the Redemption Purchase Price is set forth on Exhibit A.
“ Registrable Securities ” means shares of Common Stock owned by Comcast, GE or any of their respective Affiliates; provided that
Registrable Securities shall not include any such securities received in a transaction registered under the Securities Act. As to any particular
securities referred to in the immediately preceding sentence, once issued, such securities shall cease to be Registrable Securities when (a) a
registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall
have been disposed of in accordance with such registration statement, (b) they shall have been distributed to the public pursuant to Rule 144
under the Securities Act, (c) registration under the Securities Act is not required to permit the immediate disposition of such securities on any
exchange on which such securities are listed or on any inter-dealer quotation system on which such securities are quoted; provided that,
notwithstanding the foregoing, such securities shall remain Registrable Securities until such time as the aggregate value of such securities held
by Comcast and its Affiliates or GE and its Affiliates, as the case may be (based on the average closing sale price of such security on the
principal exchange on which such security is listed or on the principal inter-dealer quotation system on which such security is quoted during the
preceding ten trading days), first falls below $1 billion, (d) they shall have been otherwise transferred, and new certificates for them not bearing
a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not, in the
opinion of counsel to the holders (or in the opinion of counsel to the Company, which counsel and opinion are reasonably satisfactory to the
holders), require registration of them under the Securities Act, or (e) they shall have ceased to be outstanding.
“ Related Party Transaction ” means any transaction, agreement or arrangement (including any termination of, or modification of the
terms of, any such transaction, agreement or arrangement other than pursuant to and in accordance with the terms of such transaction, agreement
or arrangement) between (i) the Company or any of its Subsidiaries, on the one hand, and (ii)
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