Comcast 2010 Annual Report Download - page 279

(c) If the Second HoldCo Redemption Right is exercised pursuant to Section 9.02(b), Comcast shall have the right (the “ Third Comcast
Purchase Right ”), exercisable upon written notice to GE and the Company during the ten Business Day period after determination of the Fully
Distributed Public Market Value in respect of the Second HoldCo Redemption Right, to acquire all (but not less than all) Units and HoldCo
Shares previously Transferred by GE and its Affiliates to third parties (excluding, for the avoidance of doubt, any Units, HoldCo Shares or any
successor securities Transferred by GE or its Affiliates pursuant to a Public Offering or pursuant to a Rule 144 Sale), for a purchase price equal
to the Redemption Purchase Price (determined using the same valuation as the valuation for the Second HoldCo Redemption Right), payable in
cash.
(d) Comcast shall have the right (the “ Fourth Comcast Purchase Right ”), exercisable upon written notice to GE and the Company
during the six-month period commencing on the eight year anniversary of the Closing Date, to acquire from GE and its Affiliates securities
representing the remainder (but not less than the remainder) of GE’s Percentage Interest at such time, 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 Section 9.08, at the election of GE, the Fourth Comcast Purchase Right may be effected by a sale of Units or HoldCo Shares or any
combination of the foregoing; provided that if GE has previously sold HoldCo Shares in connection with the First HoldCo Redemption Right,
the Second HoldCo Redemption Right, the Second Comcast Purchase Right or an IPO Purchase Right, the Fourth Comcast Purchase Right may
be effected only by a sale of HoldCo Shares.
(e) Comcast shall have the right (a “ Public Offering Purchase Right ” and together with the First Comcast Purchase Right, the Second
Comcast Purchase Right, the Third Comcast Purchase Right and the Fourth Comcast Purchase Right, the “ Comcast Purchase Rights ”),
exercisable after a request for registration under Section 2 or 3 of Exhibit D has been made and prior to the execution of the underwriting
agreement relating to such registration, by written notice to GE and the Company, to acquire all, but not less than all, of the Registrable
Securities that GE and its Affiliates seek to register pursuant to such registration request, for a purchase price equal to their allocable portion of
Public Market Value determined as of the date of receipt of the applicable written election by GE, payable in cash; provided that a Public
Offering Purchase Right that has not been consummated shall not survive the withdrawal of the related request for registration (including, for the
avoidance of doubt, if such withdrawal occurs after the exercise but prior to the consummation of such Public Offering Purchase Right). The
determination of Public Market Value shall commence as promptly as practicable after notice of a request for registration under Section 2 or 3 of
Exhibit D has been made. Subject to the immediately succeeding sentence and Section 9.08, if Comcast exercises a Public Offering Purchase
Right in connection with a request for an IPO registration (an “ IPO Purchase Right ”), at
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