Comcast 2010 Annual Report Download - page 304

or any Subsidiary of HoldCo) will contribute such Member’
s Units and into which GE and Comcast or any of their respective Affiliates that own
HoldCo Shares will contribute their respective HoldCo Shares. In lieu of the contribution by any of the Comcast Members contemplated by the
immediately preceding sentence, Comcast may contribute or cause to be contributed the equity of such Comcast Member. As a result of such
contributions, Comcast and its Affiliates (in the aggregate), GE and its Affiliates (in the aggregate) and any Member that is not a Comcast
Member, HoldCo, or a Subsidiary of HoldCo will receive shares of Holding (the “ Common Stock ”) that correspond to the relative Percentage
Interests of Comcast, GE and such Member, as applicable. After the formation of Holding and the contributions referred to above, (i) except
where the context clearly requires otherwise, the term, “Company”, shall refer to Holding, (ii) the terms “Units” and “Members” and similar
terms that are applicable to limited liability companies and used in this Agreement shall refer to the Common Stock, the Holding shareholders
and similarly corresponding terms applicable to the corporate form and (iii) the parties agree to enter into, and to cause Holding to enter into, an
agreement setting forth, to the extent permitted by applicable Law, shareholder rights and obligations equivalent to those applicable to Members
set forth in this Agreement. For the avoidance of doubt, the registration rights provided to GE, Comcast and their Affiliates pursuant to
Section 10.04(b) shall be with respect to the Common Stock received in exchange for the contributions by GE and Comcast described above.
The parties shall cause such contributions to qualify as a transaction described in Section 351 of the Code and shall not take any action that
would be reasonably likely to prevent such contributions from qualifying as such a transaction.
(b) GE and Comcast shall be entitled to the registration rights set forth on Exhibit D.
Section 10.05. Compliance by Subsidiaries . Each of Comcast and GE shall cause the Comcast Members or the GE Members, as the case
may be, to comply with their obligations under this Agreement.
Section 10.06. Acquisition of Company Principal Businesses . (a) Prior to a Stand-alone Competing Business Acquisition proposed by
Comcast or any of its Affiliates or promptly following any Mixed Competing Business Acquisition by Comcast or any of its Affiliates, Comcast
shall offer (a “ Competing Business Offer ”)
the Company in writing the opportunity to acquire, or invest in, directly or through a Subsidiary of
the Company, the Company Principal Business proposed to be acquired, or invested in, by Comcast or its Affiliate in such Stand-alone
Competing Business Acquisition or acquired, or invested in, by Comcast or its Affiliate in such Mixed Competing Business Acquisition, as
applicable. The writing pursuant to which a Competing Business Offer is made shall include a summary of the material terms of the offer,
including the price of such offer. In the case of a Stand-alone Competing Business Acquisition, the terms of the Competing Business Offer shall
be the terms negotiated between Comcast or its
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