Comcast 2010 Annual Report Download - page 291

provided
that if HoldCo is selling or causing to be sold HoldCo Shares (whether pursuant to the proviso set forth in Section 9.09(b) or at its
election) (x) the aggregate consideration payable to HoldCo and its Affiliates in such Transfer shall equal a portion of the aggregate
consideration payable to all of the sellers in such Transfer calculated by dividing GE’s Percentage Interest by the aggregate Percentage Interests
being sold in such Transfer and (y) the aggregate consideration payable to the Comcast Members in such Transfer shall equal a portion of the
aggregate consideration payable to all of the sellers in such Transfer calculated by dividing the Comcast Members’ aggregate Percentage
Interests by the aggregate Percentage Interests being sold in such Transfer. Notwithstanding anything to the contrary contained herein, if the
aggregate consideration payable to all of the sellers in the Tag-Along Sale exceeds the product of (x) the Percentage Interests represented by the
securities to be sold in the Tag-Along Sale and (y) $28,416,933,568.00, (A) the aggregate consideration payable to HoldCo and its Affiliates in
the Tag-Along Sale shall be reduced by GE’s Percentage Interest of 50% of such excess amount and (B) the aggregate consideration payable to
Comcast and its Affiliates in the Tag-Along Sale shall be increased by the amount specified in clause (A).
(d) If HoldCo does not elect to exercise its Tag-Along Right by delivering a Tag-Along Acceptance Notice within the time period set forth
in Section 9.09(c), then Comcast may Transfer or cause to be Transferred all (but not less than all) of the Units then held by Comcast and its
Affiliates at the price proposed in the Tag-Along Notice and on other terms and conditions that are no more favorable (other than in an
immaterial respect) to Comcast and its Affiliates than the terms and conditions specified in the Tag-Along Notice at any time during the period
ending 180 calendar days after the expiration of the aforementioned time period; provided that such period shall be extended to the extent that
such Transfer has not occurred by virtue of the failure to obtain all Governmental Approvals required with respect to such Transfer but in no
event will such period be extended for more than an additional 180 days. If, however, Comcast fails to complete or cause to be completed the
proposed Transfer to the Third Party Acquirer within such time periods, then any proposed Transfer pursuant to this Section 9.09 shall again
become subject to HoldCo’s Tag-Along Right.
(e) If HoldCo elects to exercise its Tag-Along Right in connection with a Transfer by the Comcast Members pursuant to this Section 9.09,
then concurrently with the consummation of such Transfer Comcast shall give notice thereof to HoldCo, shall remit to HoldCo the total
consideration (the cash portion of which is to be paid by wire transfer in accordance with GE’s wire transfer instructions) for the securities of
HoldCo and its Affiliates Transferred pursuant to such Transfer and shall furnish such other evidence of the completion and time of completion
of such Transfer and the terms thereof as may be reasonably requested by HoldCo.
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