Comcast 2010 Annual Report Download - page 277

first falls below $1 billion. For so long as Comcast is obligated pursuant to the immediately preceding sentence to keep such registration
statement effective, Comcast will reasonably cooperate with and assist GE or any GE Member in connection with underwritten offerings of
Qualifying Securities in accordance with the registration procedures in Section 5 of Exhibit D hereto (as though such procedures were applicable
to it, with references to the Company being understood to mean Comcast), subject to the suspension periods set forth in Exhibit D, with
references to the Company being understood to mean Comcast. Without limiting the foregoing, Comcast will enter into a customary agreement
with GE or any GE Member providing for the indemnification of GE or any GE Member and such party’s Affiliates in connection with any
information included in (or omitted from) the applicable registration statement, other than any information supplied for inclusion in (or omitted
from) such registration statement by or on behalf of a selling holder. Notwithstanding anything to the contrary in this Section 9.02(g), neither GE
nor any GE Member shall be permitted to effect offers or sales of Qualifying Securities made in reliance on such registration statement
(excluding, for the avoidance of doubt, offers or sales made in reliance on any applicable exemption from the registration requirements under the
Securities Act) during any Comcast Blackout Period.
Section 9.03. Comcast Purchase Rights . (a) Comcast shall have the right (the “ First Comcast Purchase Right ”), exercisable upon
written notice to GE and the Company during the ten Business Day period after the determination of the Fully Distributed Public Market Value
in respect of the First HoldCo Redemption Right, to acquire from GE and its Affiliates securities representing the remainder (but not less than
the remainder) of GE’s Percentage Interest at the Redemption Purchase Price (determined using the same valuation as the valuation for the First
HoldCo Redemption Right), payable in cash. Subject to Section 9.08, at the election of GE, the First Comcast Purchase Right may be effected by
a sale of Units or HoldCo Shares or any combination of the foregoing; provided that if GE intends to sell HoldCo Shares in connection with the
First HoldCo Redemption Right or has previously sold HoldCo Shares in connection with an IPO Purchase Right, the First Comcast Purchase
Right may be effected only by a sale of HoldCo Shares.
(b) If the First HoldCo Redemption Right is not exercised pursuant to Section 9.02(a), Comcast shall have the right (the “ Second
Comcast Purchase Right ”), exercisable upon written notice to GE and the Company during the six-month period commencing on the five year
anniversary of the Closing Date, to acquire from GE and its Affiliates securities representing 50% of GE’s Percentage Interest (as of
immediately after the Closing), for a purchase price equal to the Redemption Purchase Price determined as of the date of receipt of the applicable
written election by GE and the Company, payable in cash. Subject to the immediately succeeding sentence, at the election of GE, the Second
Comcast Purchase Right may be effected by a sale of Units or HoldCo Shares or any
72