Comcast 2010 Annual Report Download - page 275

combination of the foregoing; provided that Comcast’s purchase obligation with respect to the First HoldCo Redemption Right shall not exceed
$2.875 billion and with respect to the Second HoldCo Redemption Right shall not exceed an amount equal to (i) $5.750 billion less (ii) the
amount, if any, used by Comcast pursuant to this Section 9.02(d) to satisfy a portion of the First HoldCo Redemption Right; and provided ,
further
, that, if Comcast elects to purchase securities in excess of its purchase obligation in connection with the First HoldCo Redemption Right,
such excess amount shall not reduce its purchase obligation in respect of the Second HoldCo Redemption Right; and provided , further , that
such purchase shall be structured (x) in the manner set forth in Section 9.02(a) in the case of the First HoldCo Redemption Right and (y) in the
manner set forth in Section 9.02(b) or Section 9.08, as the case may be, in the case of the Second HoldCo Redemption Right. For the avoidance
of doubt, notwithstanding the first proviso set forth in the immediately preceding sentence, with respect to each HoldCo Redemption Right,
Comcast shall have the right to purchase at the same valuation, in cash or Qualifying Securities, or any combination of the foregoing, any or all
securities that by virtue of such proviso it is not obligated to purchase pursuant to such HoldCo Redemption Right. Notwithstanding anything to
the contrary herein, the cap on Comcast’s purchase obligation with respect to any HoldCo Redemption Right shall be reduced by the amount of
any purchase price previously paid by Comcast in connection with the exercise of any IPO Purchase Right made in response to any IPO
Registration Request (as defined in Exhibit D) pursuant to Section 2(a)(iii) or Section 2(a)(iv) of Exhibit D.
(e) In the event that Comcast elects to deliver Qualifying Securities in satisfaction of all or any portion of its obligations pursuant to
Section 9.02(d), Comcast shall be required to deliver such number of Qualifying Securities that, if sold by HoldCo in a single transaction on the
date of receipt with the goal of maximizing the value received for such securities would generate cash proceeds, net of all market discounts, fees
and expenses, equal to the portion of the Redemption Purchase Price being satisfied. In the event that GE disagrees with Comcast’s
determination of the number of Qualifying Securities delivered pursuant to the immediately preceding sentence, GE shall within five Business
Days of their delivery provide written notice to Comcast of such disagreement. If Comcast and GE are unable to resolve such disagreement
within five Business Days of the delivery of such notice, GE may within five Business Days of the expiration of such period by written notice to
Comcast elect to cause the dispute to be resolved by a mutually agreeable arbitrator (who shall be an independent third party with relevant
expertise) pursuant to an arbitration process not to exceed 10 Business Days and conducted in New York, New York under the Commercial
Arbitration Rules of the American Arbitration Association in effect at the time of the arbitration, except as they may be modified herein or by
agreement of the parties. If an arbitration is necessary and Comcast and GE do not mutually select and appoint an arbitrator within five Business
Days following delivery of the notice pursuant to the preceding sentence, an arbitrator shall be
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