**TABLE OF CONTENTS**       **Page**      1. EFFECTIVENESS; DEFINITIONS  3 1.1 Closing  3 1.2 Definitions  3 2. VOTING AGREEMENT  3 2.1 Significant Transactions  3 2.2 Consent to Amendment  5 2.3 Limitation of Proxy  5 2.4 Bank Investors’ Voting Agreement  5 2.5 The Company and BMPH  5 2.6 Period  5 3. TRANSFER RESTRICTIONS  6 3.1 Transfers Allowed  6 3.2 Certain Transferees to Become Parties  9 3.3 Restrictions on Transfers to Competitors, Restricted Persons andForeign Persons  10 3.4 Impermissible Transfer  12 3.5 Notice of Transfer  13 3.6 Other Restrictions on Transfer  13 3.7 Period  13 3.8 Transfer by Principal Investors and Principal Investor Groups  13 3.9 Restrictions on Stock Ownership and Transfer  14 4. “TAG ALONG” AND “DRAG ALONG” RIGHTS, PREFERENTIAL RIGHT OF FIRST REFUSAL AND RIGHT OF FIRST OFFER  15 4.1 Tag Along  15 4.2 Change of Control Drag Along  20 4.3 Recapitalization Transaction Drag Along  22 4.4 Miscellaneous Sale Provisions  26 4.5 Preferential Right of First Refusal  29 4.6 Right of First Offer  32 4.7 The Televisa Investors’ Rights and Obligations in the Event of a Sponsor Sale  37 4.8 The Televisa Investors’ Rights and Obligations in the Event of a Merger Exit  42 4.9 Compliance with Sponsor Sale and Merger Exit Procedures  49 4.10 Tax Matters  53 4.11 Period  55 4.12 Exchanges of Equity  55 4.13 Other Mergers and Similar Transactions  55 
 
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**TABLE OF CONTENTS**       **Page**  5. MAXIMUM EQUITY PERCENTAGE; MAXIMUM CAPITAL PERCENTAGE; HOLDER LOCK UP  56 5.1 Maximum Equity Percentage; Maximum Capital Percentage  56 5.2 Holder Lock Up  57 5.3 Liquidity Process for Televisa  57 5.4 Demand Public Offering  60 5.5 Strategic ROFO  61 5.6 Miscellaneous  61 6. REMEDIES  61 6.1 Generally  61 6.2 Deposit  62 7. LEGENDS  62 7.1 Restrictive Legend  62 7.2 1933 Act Legends  63 7.3 Stop Transfer Instruction  63 7.4 Termination of 1933 Act Legend  63 7.5 Shares Held by Co-Investment Vehicles  63 7.6 Shares Held by Televisa  64 7.7 Waiver of Rights  64 8. AMENDMENT, TERMINATION, ETC  65 8.1 Oral Modifications  65 8.2 Written Modifications  65 8.3 Withdrawal from Agreement  66 8.4 Effect of Termination  67 
 
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**TABLE OF CONTENTS**       **Page**  9. DEFINITIONS  67 9.1 Certain Matters of Construction  67 9.2 Definitions  67 10. MISCELLANEOUS  94 10.1 Authority; Effect  94 10.2 Notices  94 10.3 Entire Agreement; No Assignment  95 10.4 Descriptive Heading  95 10.5 Counterparts  95 10.6 Severability  95 10.7 No Recourse  96 10.8 Aggregation of Shares  96 10.9 Obligations of Company, BMPH and Univision  96 10.10 Confidentiality; Non-Solicitation  96 10.11 Opportunities  97 10.12 Information Rights  98 10.13 Consent to Notice of Stockholders Meetings  99 10.14 Certain Limitations  99 11. GOVERNING LAW  100 11.1 Governing Law  100 11.2 Consent to Jurisdiction  100 11.3 WAIVER OF JURY TRIAL  100 11.4 Exercise of Rights and Remedies  101 11.5 No Third Party Beneficiaries  101 11.6 No Derogation of Other Rights  101 11.7 No Partnership, Agency, or Joint Venture  101 
 
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**AMENDED AND RESTATED STOCKHOLDERS AGREEMENT**This Amended and Restated Stockholders Agreement (the “Agreement”) is made as of December20, 2010 by and among: (i) Broadcasting Media Partners, Inc., a Delaware corporation (f/k/a UmbrellaHoldings, LLC, and together with its successors and permitted assigns, the“Company”);  (ii) Broadcast Media Partners Holdings, Inc., a Delaware corporation (together withits successors and permitted assigns, “BMPH”);  (iii) Univision Communications Inc., successor in interest to Umbrella Acquisition,Inc., a Delaware corporation (“Univision”);  (iv) BMPI Services LLC, a Delaware limited liability company (“BMPS1”);  (v) BMPI Services II, LLC, a Delaware limited liability company (“BMPS2”);  (vi) each Person executing this Agreement as a Principal Investor (collectively withtheir Permitted Transferees and so long as they are members of a Principal InvestorGroup, the “Principal Investors”);  (vii) Grupo Televisa, S.A.B., a corporation organized under the laws of Mexico(collectively with its Permitted Transferees, “Televisa”);  (viii) each Person executing this Agreement as a Bank Investor (collectively with theirPermitted Transferees, the “Bank Investors”);  (ix) each Person executing this Agreement as an Other Investor (collectively with(A) their Permitted Transferees, (B) Persons who executed this Agreement as PrincipalInvestors who have ceased to be members of a Principal Investor Group and (C) Personswho are transferees of the Televisa Investors (other than New Televisa Investors andPermitted Transferees of Televisa) that are required to execute this Agreement inaccordance with the terms of this Agreement, the “Other Investors” and togetherwith BMPS1, BMPS2, the Principal Investors, Televisa and the Bank Investors, the“Investors”);  (x) each Person executing this Agreement as a Manager and such other Persons, ifany, that from time to time become party hereto as Managers (collectively, the“Managers”); and  (xi) such other Persons, if any, that from time to time become party hereto astransferees of Shares pursuant to Section 3.2 (collectively, together with theInvestors and the Managers, the “Stockholders”) in accordance with the termshereof.
 
 

 
**RECITALS**1. Each of the Company, BMPH and Umbrella Acquisition, Inc. (“Acquisition Sub”), wereformed for the purpose of engaging in a transaction in which Acquisition Sub was merged with andinto Univision, on March 29, 2007 (the “Merger Closing”), with Univision surviving (the“Merger”) pursuant to an Agreement and Plan of Merger between the Company, Acquisition Suband Univision dated as of June 26, 2006 (as amended from time to time, the “MergerAgreement”).2. Upon the Merger Closing, shares of common stock of Acquisition Sub were automaticallyconverted into shares of common stock of Univision, and BMPH thereby holds all of the issued andoutstanding common stock of Univision. In addition, and in connection with the Merger Closing, theCompany, BMPH, Univision, the Principal Investors, the Bank Investors, the Managers and certainother stockholders of the Company entered into the Stockholders Agreement, dated as of March 29,2007 (as amended from time to time, the “2007 Stockholders Agreement”).3. On November 23, 2010, the parties to the 2007 Stockholders Agreement entered into aRecapitalization Agreement (the “Recapitalization Agreement”), pursuant to which thefollowing events occurred (the “Recapitalization”):(i) the Company amended and restated its existing Amended and Restated Certificate ofIncorporation (the “Interim Charter”), which amendment provided for (A) theauthorization of the Class A Common Stock and Class B Common Stock and (B) thereclassification of all shares of the Company’s outstanding common stock into Class A CommonStock or Class B Common Stock as set forth in the Recapitalization Agreement and the InterimCharter;(ii) each Stockholder exchanged the issued and outstanding securities of the Companyand of BMPH held by such Stockholder as follows: (A) each holder of shares of 8.64%Cumulative Preferred Stock of BMPH, par value $.001 per share contributed such shares to theCompany and received, in exchange for such shares, shares of Class A Common Stock and/orClass B Common Stock; (B) each holder of shares of Class A-1 common stock of the Company,par value $.001 per share received, in exchange for such shares, which shares werereclassified as, shares of Class A Common Stock; (C) each holder of shares of Class A-2common stock of the Company, par value $.001 per share received, in exchange for such shares, which shares were reclassified as, shares of Class B Common Stock; (D) each holderof shares of Class L-1 common stock of the Company, par value $.001 per share received, inexchange for such shares, which shares were reclassified as, shares of Class A Common Stock;and (E) each holder of shares of Class L-2 common stock of the Company, par value $.001 pershare received, in exchange for such shares, which shares were reclassified as, shares ofClass B Common Stock in each case, pursuant to the terms of the Interim Charter and theRecapitalization Agreement and subject to the conditions of the Recapitalization Agreement;and(iii) all of the outstanding capital stock of BMPH is currently owned by the Companyand no preferred stock of BMPH is outstanding.
 
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4. In connection with the Recapitalization, the parties to the 2007 Stockholders Agreementamended and restated such agreement in its entirety (the “2010 Stockholders Agreement”).5. Televisa has entered into an Investment Agreement, dated as of the date hereof (as amendedfrom time to time, the “Investment Agreement”) with Pay-TV Venture, Inc., the Company,BMPS2 and Univision, pursuant to which, among other things, (a) Televisa will, on the terms andconditions set forth therein acquire, or cause one of its subsidiaries to acquire, (i) certainshares of Class C Common Stock and Class D Common Stock, (ii) 1.5% convertible debentures issued bythe Company and convertible into shares of Class A Common Stock, Class B Common Stock, Class CCommon Stock and/or Class D Common Stock, as applicable, and/or warrants of the Company exercisablefor shares of Class A Common Stock, Class C Common Stock and/or Class D Common Stock, asapplicable, and (iii) Units from BMPS2 and (b) Univision will, on the terms and conditions setforth therein, acquire the TuTV Interest from Pay-TV Venture, Inc. (clauses (a) and(b) collectively, the “Televisa Investment”).6. Immediately following the consummation of the closing of the Televisa Investment pursuantto the terms and conditions of the Investment Agreement (the “Televisa Closing”), theoutstanding Common Stock, Units and Convertible Securities of the Company will be held as set forthon Schedule I hereto.7. In connection with the Televisa Investment, the parties believe that it is in the bestinterests of the Company, BMPH, Univision and the Stockholders to amend and restate the 2010Stockholders Agreement and to replace it in its entirety with this Agreement.**AGREEMENT**Therefore, the parties hereto hereby agree as follows:**1.** **EFFECTIVENESS; DEFINITIONS.**1.1 Closing. This Agreement shall become effective upon the Televisa Closing.1.2 Definitions. Certain terms are used in this Agreement as specifically definedherein. These definitions are set forth or referred to in Section 9 hereof.**2.** **VOTING AGREEMENT**.2.1 Significant Transactions. In each case, subject to any applicable provisions ofthe Principal Investor Agreement and the Charter, each holder of Shares (other than the BankInvestors and the Televisa Investors) hereby appoints, for as long as there are any PrincipalInvestors remaining, each Principal Investor as its proxy to vote such holder’s Shares, whetherat a meeting or by written consent in accordance with such holder’s agreements contained in thisSection 2.1 that require approval of the Majority Principal Investors, and, for as longas there are any PITV Investors remaining, each PITV Investor as its proxy to vote such holder’sShares, whether at a meeting or by written consent in accordance with such holders agreementscontained in this Section 2.1 that require approval of the Majority PITV Investors,which proxy shall be valid and remain in effect until the applicable provisions of thisSection 2.1 expire pursuant to Section 2.6; provided, that at any time aPrincipal Investor that is not eligible to vote its Shares or consent on any of the matterscontained in this Section 2.1, such Principal Investor shall not be eligible to act asproxy in connection with such matter. The power and authority to exercise the proxy grantedhereby shall be exercised if and only if the matter to be voted on has been approved by theMajority Principal Investors or Majority PITV Investors, as applicable, and shall be exercised onterms consistent with such approval. The proxy granted hereby is irrevocable and coupled with aninterest sufficient in Law to support an irrevocable power. Each Principal Investor who isgranted such proxy agrees that it shall only be voted in a manner consistent with such holder’sagreements with respect to voting contained in this Section 2.1.
 
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2.1.1 Change of Control Transactions. If a vote of holders of Shares (or anyclass or series of Shares) is required under any applicable Law in connection with a Changeof Control transaction being implemented pursuant to Section 4.2 or is determined tobe otherwise desirable by the Majority Principal Investors in connection with a transactionbeing implemented pursuant to Section 4.2, each holder of Shares (other than theBank Investors and the Televisa Investors) agrees to cast all votes to which such holder isentitled in respect of the Shares, whether at any annual or special meeting, by writtenconsent or otherwise, in such manner as the Majority Principal Investors may instruct bywritten notice to approve any sale, merger, consolidation, reorganization or any othertransaction or series of transactions involving the Company or its subsidiaries (or all orany portion of their respective assets) in connection with, or in furtherance of, theexercise by the Majority Principal Investors of their rights under Section 4.2 andin all cases consistent with the provisions of such Section.2.1.2 Recapitalization Transactions. If a vote of holders of Shares (or anyclass or series of Shares) is required under any applicable Law in connection with aRecapitalization Transaction being implemented pursuant to Section 4.3 or isdetermined to be otherwise desirable by the Majority Principal Investors in connection witha Recapitalization Transaction being implemented pursuant to Section 4.3, eachholder of Shares (other than the Bank Investors and the Televisa Investors) agrees to castall votes to which such holder is entitled in respect of the Shares, whether at any annualor special meeting, by written consent or otherwise, in such manner as the MajorityPrincipal Investors may instruct by written notice to approve any aspect or aspects of suchRecapitalization Transaction in connection with, or in furtherance of, the exercise by theMajority Principal Investors of their rights under Section 4.3 and in all casesconsistent with the provisions of such Section.2.1.3 Election of Members of the Board. If a vote of holders of Shares (or anyclass or series of Shares) is required under any applicable Law in connection with theelection of members of the Board, each holder of Shares (other than the Bank Investors andthe Televisa Investors) agrees to cast all votes to which such holder is entitled in respectof the Shares, whether at any annual or special meeting, by written consent or otherwise, insuch manner as the Majority PITV Investors may instruct by written notice to approve suchelection.
 
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2.1.4 Charter Amendments. Each holder of Shares (other than the Bank Investorsand the Televisa Investors) agrees to cast all votes to which such holder is entitled inrespect of the Shares, whether at any annual or special Meeting, by written consent orotherwise, in such manner as the Majority Principal Investors may instruct by written noticeto approve any amendment to the Charter that is approved by the Majority Principal Investorsand if applicable, by a Majority in Interest of the holders of any class of Shares to theextent such amendment, by its terms, Discriminates against such class of Shares.2.2 Consent to Amendment. Each holder of Shares (including the Bank Investors butnot the Televisa Investors) agrees to cast all votes to which such holder is entitled in respectof the Shares, whether at any annual or special meeting, by written consent or otherwise, in suchmanner as the Majority PITV Investors may instruct by written notice to increase the number ofauthorized shares of Class A Common Stock, Class B Common Stock, Class C Common Stock or Class DCommon Stock to the extent necessary to permit the Company to comply with the provisions of theCharter with respect to the conversion of shares of Common Stock. For so long as there are anyPrincipal Investors remaining, each holder of Shares (other than the Bank Investors and theTelevisa Investors) hereby appoints each Principal Investor as its proxy to vote such holder’sShares, whether at a meeting or by written consent in accordance with such holder’s agreementscontained in this Section 2.2, which proxy shall be valid and remain in effect until theapplicable provisions of this Section 2.2 expire pursuant to Section 2.6. Thepower and authority to exercise the proxy granted hereby shall be exercised if and only if thematter to be voted on has been approved by the Majority PITV Investors and shall be exercised onterms consistent with such approval. The proxy granted hereby is irrevocable and coupled with aninterest sufficient in Law to support an irrevocable power. Each Principal Investor who isgranted such proxy agrees that it shall only be voted in a manner consistent with such holder’sagreements with respect to voting contained in this Section 2.2.2.3 Limitation of Proxy. For the avoidance of doubt, except as expresslycontemplated by this Section 2, none of the Principal Investors has been granted a proxyto exercise the rights of any Stockholder under this Agreement.2.4 Bank Investors’ Voting Agreement. For so long as there are any PrincipalInvestors remaining, until the applicable provisions of this Section 2.4 expire pursuantto Section 2.6, each Bank Investor agrees to cast all votes to which such holder isentitled in respect of the Shares, whether at any annual or special meeting, by written consentor otherwise, in such manner as the Majority Principal Investors may instruct by written noticewith respect to the matters set forth in Sections 2.1.1, 2.1.2 and 2.1.4and the Majority PITV Investors may instruct by written notice with respect to the matters setforth in Sections 2.1.3 and 2.2.2.5 The Company and BMPH. The Company and BMPH will not, and will cause theirrespective Subsidiaries not to, give effect to any action by any holder of Shares or any otherPerson which is in contravention of this Section 2.2.6 Period. Each of the foregoing provisions of this Section 2 shall expireon the earlier of (a) a Change of Control (other than a Change of Control involving any Purchaserof Control, as provided in Section 3.8 below), and (b) the Principal Investor Sell-Down.
 
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**3.** **TRANSFER RESTRICTIONS**.3.1 Transfers Allowed. Until the expiration of the provisions of this Section3, and subject to Section 3.6, no Stockholder shall Transfer any of suchStockholder’s Shares to any other Person except as follows:3.1.1 Permitted Transferees. Subject to Section 3.3, but withoutregard to any other restrictions on transfer contained elsewhere in this Agreement, anyStockholder may Transfer any or all of such Shares to such Stockholder’s PermittedTransferees, so long as such Permitted Transferees agree to be bound by the terms of thisAgreement, the Principal Investor Agreement, and the Participation, Registration Rights andCoordination Agreement to the extent such Stockholder is a party thereto in accordance withSection 3.2 (if not already bound hereby).3.1.2 Distributions and Bona Fide Charitable Contributions. At or after theclosing of the Qualified Public Offering, (a) any Investor may Transfer any or all of suchShares in a bona fide, pro rata Transfer to its partners, members, managers or stockholders(e.g., a pro rata distribution by a private equity partnership to its partners or by acorporation to its stockholders) (provided that each such transferee shall agree tobe bound by Section 4.1 as an “Other Investor” hereunder in accordance withSection 3.2 (if not already bound hereby)), and (b) any holder of Shares mayTransfer any or all of such Shares to a Charitable Organization as a bona fide charitablecontribution without consideration, in each case, without regard to any other restrictionson Transfer contained elsewhere in this Agreement (other than the provisions of Sections3.6 and 5, if applicable). Except as otherwise provided in clause (a)above, any Shares so Transferred shall conclusively be deemed thereafter not to be Sharesunder this Agreement, and the transferees thereof shall not become parties to this Agreementwith respect thereto.3.1.3 Public Transfers. Any Stockholder may Transfer any or all of suchStockholder’s Shares: (a)(i) in any Public Offering up to and including the Qualified PublicOffering (but only to the extent the Majority PITV Investors (or, if there are no PITVInvestors remaining, the Company) so determine(s); provided that the Majority PITVInvestors or the Company, as applicable, shall grant or withhold such consent on anequitable basis (*e.g.*, pro rata in proportion to ownership of Shares) with respect toStockholders who wish to Transfer Shares in a particular Public Offering), or (ii) in anyPublic Offering subsequent to the Qualified Public Offering; or (b) after the closing of aQualified Public Offering, pursuant to (x) a block sale to a financial institution in theordinary course of its trading business, or (y) any Transfer following an Initial PublicOffering pursuant to Rule 144, in the case of clauses (a) and (b), subjectto the Participation, Registration Rights and Coordination Agreement, but without regard toany other restrictions on transfer contained elsewhere in this Agreement (other than theprovisions of Sections 3.6 and 5.2, if applicable); provided thatthe Prospective Selling Stockholder does not direct, request or encourage such underwriters,market makers orblock sale purchasers to resell such shares to any Person who is a Restricted Person ornon-U.S. Person for purposes of Federal Communications Laws (in all cases, without takinginto account for such purposes any foreign attribution related to non-controlling equityowners of any entity organized under the Laws of a state of the United States of America(i.e., only ownership by a non-U.S. Person or group that owns a majority of voting equity,or directly or indirectly has the right to or does nominate or designate a majority of themembers of the board of directors or similar body, of an entity organized under the Laws ofa state of the United States of America will be taken into account)) (for the avoidance ofdoubt, nothing in this Section 3.1.3 shall restrict the Transfer of Shares to anationally recognized underwriter, in its capacity as an underwriter of a publicunderwritten offering where such underwriter agrees to undertake in good faith to sell suchShares within two (2) Business Days after its acquisition thereof). Shares Transferredpursuant to this Section 3.1.3 shall conclusively be deemed thereafter not to beShares under this Agreement, and the transferees thereof shall not become parties to thisAgreement with respect thereto.
 
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3.1.4 Tag Along and Drag Along; Purchases from Management; Other TelevisaTransfers.(b) Change of Control Drag Along. A Stockholder may Transfer any orall of such Shares pursuant to Section 4.2, without regard to any otherrestrictions on Transfer contained elsewhere in this Agreement (other than theprovisions of Sections 3.3, 4.4 and 5, if applicable) solong as each transferee agrees to be bound by the terms of this Agreement inaccordance with Section 3.2 (if not already bound hereby). Shares soTransferred shall conclusively be deemed thereafter to be Shares under thisAgreement in accordance with Section 3.2.(c) Recapitalization Transaction Drag Along. Each Stockholder mayexchange, convert or Transfer any or all of its Shares pursuant to Section4.3 (including any Televisa Investors who elect, in their sole discretion, toTransfer any or all of their Shares in such Recapitalization Transaction), withoutregard to any other restrictions on Transfer contained elsewhere in this Agreement(other than the provisions of Section 3.3, if applicable). Shares receivedupon such exchange, conversion or Transfer shall conclusively be deemed thereafterto be Shares under this Agreement.(d) Tag Along. A Participating Seller may Transfer Shares pursuant toand in accordance with the provisions of Section 4.1 without regard to anyother restrictions on Transfer contained elsewhere in this Agreement (other than theprovisions of Sections 3.3, 3.6. 4.4 and 5, ifapplicable) so long as each transferee agrees to be bound by the terms of thisAgreement, the Principal Investor Agreement, and the Participation, RegistrationRights and Coordination Agreement to the extent such Stockholder is a party theretoin accordance with Section 3.2 (if not already bound hereby). Shares soTransferred shall conclusively be deemed thereafter to be Shares under thisAgreement in accordance with Section 3.2.
 
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(e) Management. The Company may purchase Shares and ConvertibleSecurities from the management of the Company or any of its subsidiaries (other thanany partner, principal, employee or Affiliate of a Principal Investor, which, as ofthe Televisa Closing, includes the Chairman of the Board of the Company), withoutregard to any other restrictions on Transfer contained elsewhere in this Agreement.(f) Other Televisa Transfers. The Televisa Investors may Transfer anyor all of their Shares in a Sponsor Sale, Merger Exit or other Sale or Transferpursuant to and in accordance with the terms of Section 4. In addition, inthe event that Televisa reasonably believes that its ownership of Shares at any timecould reasonably be expected to be subject to regulatory review due to, orrestricted by, Foreign Ownership Restrictions, then Televisa or a Televisa Investormay, but is not required to, after notice to, and an opportunity for comment by, theCompany, (it being agreed that any such assignment shall be the sole decision ofTelevisa and the Company shall have no consent right) assign their Shares to (i) anFCC-Approved Trust, (ii) any other Person while regulatory or judicial relief isbeing sought with respect to such Foreign Ownership Restrictions or (iii) any otherPerson if the FCC has ordered that Televisa reduce its voting or equity ownership inthe Company, or Televisa has received written notification from the FCC of aninvestigation with respect to Televisa’s ownership of the Company, and provided ineither case in this clause (iii) that Televisa seeks regulatory or judicialrelief related to such order or investigation within six (6) months of the transferto such Person. The assignment set forth in the preceding sentence shall only befor the period during which such Foreign Ownership Restrictions prevent Televisafrom holding such Shares or while Televisa is actively seeking regulatory orjudicial relief with respect to the Foreign Ownership Restrictions or from theapplicable order or investigation, as applicable (or in the case of clause(iii) of the preceding sentence, prior to the six (6) month anniversary of thetransfer to the other Person and thereafter while Televisa is seeking regulatory orjudicial relief related to such order or investigation) and once such periodterminates, such FCC-Approved Trust or other Person shall assign such Shares toTelevisa or otherwise as permitted under the Transaction Documents or otherwisecomply with the terms of any applicable order of the FCC or regulatory or judicialdecision. Upon any such assignment set forth in this Section 3.1.4(e), theFCC-Approved Trust or other Person to which such assignment is made shall becomeparty to this Agreement, the Principal Investor Agreement and the Participation,Registration Rights and Coordination Agreement as a Televisa Investor to the extentTelevisa is a party thereto.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**3.1.5 Other Transfers. In addition to any Transfers made in accordance withSections 3.1.1, 3.1.2, 3.1.3 or 3.1.4, (a) any Stockholder(other than the Televisa Investors) may Transfer any or all of such Stockholder’s Shares ofa single class or of multiple classes with the prior written consent of the MajorityPrincipal Investors (or, if there are no Principal Investors remaining, the Company);provided, that following the earlier of (i) the closing of a Qualified PublicOffering and (ii) March 29, 2012, the consent of the Majority Principal Investors (or the Company, if applicable) shall notbe required for any such Transfer; and (b) the Televisa Investors may Transfer any or all oftheir respective Shares of a single class or of multiple classes (without the consent of theMajority Principal Investors or the Company); provided in each case of clause(a) and (b) that (x) such Transfer is in compliance with Sections 3.2,3.3, 3.5, 3.6 and 4 and (y) each transferee agrees to bebound by the terms of (i) this Agreement in accordance with Section 3.2 (if notalready bound hereby), (ii) the Participation, Registration Rights and CoordinationAgreement, and (iii) in the case of a Transfer by any PITV Investor, the Principal InvestorAgreement.3.1.6 Restricted Period. Notwithstanding anything to the contrary herein, noStockholders shall Transfer any Shares until after the *** of the Televisa Closing, exceptpursuant to Section 3.1.1.3.1.7 Transfer of Televisa Interests. Nothing in this Agreement or the otherTransaction Agreements shall be deemed to prohibit, restrict, condition, or otherwise impact(a) any sale of the capital stock, equity interests of other securities of Grupo Televisa,S.A.B. or any subsidiary or any parent entity thereof so long as the Shares of the Companydo not constitute a majority of the value of such Person, (b) any spin-off, split-off orother similar transactions of Grupo Televisa S.A.B. or any subsidiary or parent entitythereof while shares of such Person are traded on a national exchange in Mexico or theUnited States of America or any other internationally recognized stock exchange, or (c) anysale of all or substantially all of the assets of Grupo Televisa, S.A.B. or any subsidiaryor parent entity thereof so long as the Shares of the Company do not constitute a majorityof the value of the assets being sold; itbeingunderstood that anyPerson holding Shares in any transaction contemplated by clause (b) or (c)shall agree to assume Televisa’s obligations hereunder to the same extent as Televisa wasbound and shall be deemed to be “Televisa” for all purposes under the TransactionAgreements.3.2 Certain Transferees to Become Parties. Any transferee receiving Shares in aTransfer pursuant to Section 3.1.1, 3.1.4(a), (b), (c) or(e) or 3.1.5 shall become a Stockholder party to this Agreement and be subject tothe terms and conditions of, and be entitled to enforce, this Agreement, the Principal InvestorAgreement and the Participation, Registration Rights and Coordination Agreement to the extentsuch Stockholder is a party thereto, to the same extent, and in the same capacity, as theStockholder that Transfers such Shares to such transferee; provided, that (a) only aPermitted Transferee of a Principal Investor or a Purchaser of Control to whom all of the rightsand obligations of the Principal Investors have been transferred in accordance with Section3.8 will be deemed to be a “Principal Investor” for purposes of this Agreement, (b)(i) only aPermitted Transferee of Televisa will be deemed to be “Televisa” for purposes of this Agreementand (ii) only a Permitted Transferee of Televisa or a New Televisa Investor will be deemed to bea “Televisa Investor” for purposes of this Agreement, (c) only a Permitted Transferee of a BankInvestor will be deemed to be a “Bank Investor” for purposes of this Agreement, (d) only aPermitted Transferee of an Other Investor or a Person that ceases to be a New Televisa Investorwill be deemed to be an “Other Investor” for purposes of this Agreement and (e) only a PermittedTransferee of a Manager will be deemed to be a “Manager” for purposes of this Agreement. Priorto the Transfer of any Shares to any transferee pursuant to Section 3.1.1,3.1.4(a), (b), (c) or (e) or 3.1.5, and as a conditionthereto, each Stockholder effecting such Transfer (or in the case of a Transfer beingeffectuated pursuant to Section 4.1, the Prospective Selling Stockholder) shall (x) causesuch transferee to deliver to the Company and each of the PITV Investor Groups (other than thePITV Investor Group of which the transferor is a member, if applicable) its written agreement, inform and substance reasonably satisfactory to the Company, to be bound by the terms andconditions of this Agreement, the Principal Investor Agreement and the Participation,Registration Rights and Coordination Agreement to the extent such Stockholder is a party thereto,to the extent described in the preceding sentence, and, (y) if such Transfer is to a PermittedTransferee, remain directly liable for the performance by such Permitted Transferee of allobligations of such transferee under this Agreement.
 
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3.3 Restrictions on Transfers to Competitors, Restricted Persons and ForeignPersons. In addition to any other provision of this Agreement, but subject to Section3.3.4:3.3.1 Transfers to Competitors. No Stockholder shall Transfer any Sharespursuant to Sections 3.1.1, 3.1.4 or 3.1.5 to a Competitor (for theavoidance of doubt, which term shall not include Televisa) without the prior writtenapproval of the Board as set forth below. If any Prospective Selling Stockholder proposesto Transfer any Shares pursuant to Sections 3.1.1, 3.1.4 or 3.1.5 toany Prospective Buyer, the Prospective Selling Stockholder shall furnish a written notice(which notice may be the same notice as (i) the Tag Along Notice, if any, delivered pursuantto Section 4.1, (ii) the Sale Notice, if any, delivered pursuant to Section4.6, (iii) the Sponsor Sale Notice, if any, delivered pursuant to Section 4.7 or(iv) the Merger Exit Notice, if any, delivered pursuant to Section 4.8;provided, that in the case of clauses (i)-(iv) such notice includesall of the information required by the next sentence) to the Company and each PITV InvestorGroup at least ten (10) Business Days prior to such proposed Transfer. Such notice shallset forth the material terms of the proposed Transfer, including (a) the number and class ofthe Shares to be Transferred, (b) the per share purchase price or the formula by which suchprice is to be determined and (c) the name and address of the Prospective Buyer (if known).If the Prospective Buyer (or an Affiliate thereof) has previously been determined by theBoard to be a Competitor and such determination has not been reversed by written notice toall Stockholders, the Prospective Selling Stockholder shall not Transfer any Shares to suchProspective Buyer without the written approval of the Board; provided that anyconsideration of such Transfer by the Board shall exclude any designees of the ProspectiveSelling Stockholders or their Affiliates. If the Prospective Buyer (or an Affiliatethereof) has not previously been determined by the Board to be a Competitor, the ProspectiveSelling Stockholder may Transfer Shares to such Prospective Buyer unless, within seven (7)Business Days after the date of delivery of the notice required by the second sentence ofthis Section 3.3.1, the Board delivers written notice to the Prospective SellingStockholder that such Prospective Buyer has been designated a Competitor. If, within suchtime period, a notice designating such Prospective Buyer a Competitor is delivered, then theProspective Selling Stockholder shall not Transfer any Shares to such Prospective Buyerwithout the approval of the Board; provided that any consideration of such Transferby the Board shall exclude any designees of the Prospective Selling Stockholders or theirAffiliates. In the event any proposed Transfer to a Competitor is approved in accordancewith the foregoing, such approval shall also apply to Transfers made to such ProspectiveBuyer by any Tag Along Sellers.
 
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3.3.2 Transfers to Restricted Persons. A Stockholder (other than a TelevisaInvestor) shall not, and shall require its Permitted Transferees not to, and the Companyshall not, and shall require the Company’s parent (if any) and subsidiary entities not to,directly or indirectly Transfer or issue any Shares or other securities or all orsubstantially all of the assets of the Company or the Company’s parent (if any) orsubsidiaries to a Restricted Person, including pursuant to Section 3.1.1,3.1.4 or 3.1.5, without the prior written approval of the Majority TelevisaInvestors. This Section 3.3.2 shall not apply with respect to any Transfer madesubsequent to a Televisa Sell-Down. For purposes of determining whether any Personconstitutes a Restricted Person, such determination shall be made as of immediately prior tothe date that the transferring Stockholder (other than a Televisa Investor) or its relevantTransferees, or the Company, its subsidiaries, or its parent entities, as applicable,expects to enter into a definitive agreement pursuant to which such Stockholder or itsrelevant Transferees or the Company, its subsidiaries, or its parent entities, as the casemay be, agrees to Transfer or issue Shares or other securities or assets to such Person.The Stockholders (other than the Televisa Investors) and the Company, its subsidiaries, andits parent entities will use good faith efforts not to structure arrangements or agreementsin a manner to circumvent the provisions of this Section 3.3.2, the definition of“Restricted Person”, or the defined terms used herein or therein.3.3.3 Transfers to Non-US Persons. A Stockholder (other than a TelevisaInvestor) shall not, and shall require its Permitted Transferees not to, Transfer Shares toany Person which is known or reasonably should be known by such Stockholder or its PermittedTransferees to be a non-U.S. Person for purposes of the Federal Communications Laws if, as aresult of such Transfer, the percentage ownership of voting interests and/or equityinterests of the Company owned directly or indirectly by non-U.S. Persons for purposes ofthe Federal Communications Laws would increase as a result of such Transfer (in all cases,without taking into account for such purposes any foreign attribution related tonon-controlling equity owners of any entity organized under the Laws of a state of theUnited States of America (i.e., only ownership by a non-U.S. Person or group that owns amajority of voting equity, or directly or indirectly has the right to or does nominate ordesignate a majority of the members of the board of directors or similar body, of an entityorganized under the Laws of a state of the United States of America will be taken intoaccount)); provided, that this Section 3.3.3 shall not apply with respect toany Transfer made subsequent to the later to occur of a Televisa Sell-Down or Televisaowning less than 10% of the Common Stock of the Company (on a fully diluted, as-exercisedand as-converted basis). The Company agrees that it will not, except in an offering that isa Public Offering, issue any capital stock or Convertible Securities to, or merge with orinto or otherwise combine with, any Person that is known or reasonably should be known bythe Company to be a Non-U.S. Person whose ownership of such issued capital stock or capitalstock underlying such Convertible Securities would, directly or indirectly, increase theaggregate foreign ownership attributable to the Company under the Federal CommunicationsLaws (without taking into account for such purposes any foreign attribution related tonon-controlling equity owners of any entity organized under the Laws of a state of theUnited States (i.e., only ownership by a non-U.S. Person or group that owns a majority ofvoting equity, or directly or indirectly has the right to or does nominate or designate amajority of themembers of the board of directors or similar body, of an entity organized under theLaws of a state of the United States of America will be taken into account));provided, that the Company may comply with any obligation with respect to theexercise of Convertible Securities by any such Person so long as the Company did notoriginally issue such Convertible Securities to such Person or any other such Non-U.S.Person.
 
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3.3.4 Notwithstanding anything in this Agreement to the contrary, the restrictions inSection 3.3.1, Section 3.3.2 (other than the last sentence thereof) andSection 3.3.3 shall not apply to any Transfers (a) to any Principal Investor or anyAffiliated Fund of any Principal Investor (for the sake of clarity, excluding portfoliocompanies); (b) to Televisa or any of its Affiliates; (c) pursuant to Rule 144 effected as“brokers’ transactions” (as defined in Rule 144) (provided, that Section3.3.1, Section 3.3.2 (other than the last sentence thereof) and Section3.3.3 shall not apply to any Transfer by Bank Investors pursuant to Rule 144, whether ornot effected as “brokers’ transactions”), (d) with respect a Transfer to Competitors only,to any Purchaser of Control in connection with a Compliant Change of Control Transaction, or(e) pursuant to any Public Offering or, following the Initial Public Offering, pursuant toRule 144 directly to a “market maker” (as defined in Rule 144) or pursuant to a genuineblock sale to a financial institution in the ordinary course of its trading business, ineach case under this Section 3.3.4, provided that the Prospective SellingStockholder and the Company do not direct, request or encourage such underwriters, marketmakers or block sale purchasers to resell such shares to any Person who is a RestrictedPerson, Competitor or non-U.S. Person for purposes of Federal Communications Laws (in allcases, without taking into account for such purposes any foreign attribution related tonon-controlling equity owners of entities organized under the jurisdiction of a state of theUnited States of America (i.e., only ownership by a non-U.S. Person or group that owns amajority of voting equity of or otherwise controls an entity organized under thejurisdiction of a state of the United States of America will be taken into account)) (forthe avoidance of doubt, nothing in this Section 3.3.4 shall restrict the Transfer ofShares to a nationally recognized underwriter, in its capacity as an underwriter of a publicunderwritten offering where such underwriter agrees to undertake in good faith to sell suchShares within two (2) Business Days after its acquisition thereof (provided thatSection 3.3.1, Section 3.3.2 (other than the last sentence thereof) andSection 3.3.3 shall not apply to any Transfer by Bank Investors pursuant to theInitial Public Offering or, following the Initial Public Offering, pursuant to Rule 144,whether or not made directly to “market makers”).3.4 Impermissible Transfer. Any attempted Transfer of Shares not permitted underthe terms of this Section 3 shall be null and void, and the Company shall not in any waygive effect to any such impermissible Transfer. The Company agrees that it will not knowingly orintentionally support, facilitate or cooperate (including by providing due diligence information,making members of management available for meetings or discussions and giving representations,warranties and/or indemnities) with respect to any Transfers by any holder of securities of theCompany party to this Agreement or any of its parent entities or subsidiaries which would violatethe terms of this Agreement, including restrictions on Transfers to Restricted Persons,Competitors or non-U.S. Persons for purposes of the Federal Communications Laws and Transfersthat do not comply with the Change of Control processin Sections 4.7 and 4.8, as applicable. For the avoidance of doubt, anySponsor Sale or Merger Exit shall be subject to the terms of Section 3.3.2 and3.3.3.
 
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3.5 Notice of Transfer. To the extent any Stockholder or Permitted Transferee shallTransfer any Shares pursuant to Section 3.1.1 or 3.1.5, such Stockholder orPermitted Transferee shall, within five (5) Business Days following consummation of suchTransfer, deliver notice thereof to the Company and each PITV Investor Group; provided,however, that such notice shall be provided to only the Company if prior notice of suchtransaction was previously provided to each PITV Investor Group in accordance with Section3.2 or 3.3.3.6 Other Restrictions on Transfer. The restrictions on Transfer contained in thisAgreement are in addition to any other restrictions on Transfer to which a Stockholder may besubject, including any restrictions imposed by applicable Law or restrictions on transfercontained in the Charter or any restricted stock agreement, stock option agreement, stocksubscription agreement or other agreement to which such Stockholder is a party or by which it isbound.3.7 Period. Unless specifically provided otherwise, each of the foregoingprovisions of Sections 3.1, 3.2, and 3.3.1 shall expire upon a PrincipalInvestor Sell-Down. For the avoidance of doubt, the provisions of Section 3.3.2 and3.3.3 shall survive any Public Offering and, in accordance with its terms, any Change ofControl.3.8 Transfer by Principal Investors and Principal Investor Groups. Subject to anyapplicable provisions of the Charter, the certificate of incorporation or similar organizationaldocuments of subsidiaries of the Company, the Principal Investor Agreement and Sections4.7, 4.8 and 4.9 hereof, each PITV Investor agrees and acknowledges herebythat each Principal Investor’s and each Principal Investor Group’s individual and collectiverights in their capacity as such under any and all of the applicable Transaction Agreements(other than the Investment Agreement and the Service Agreements) (including such rights pursuantto Sections 2.1, 2.2, 2.3, 2.5 and 2.6 of the Principal Investors Agreement, but excluding therights retained by any such transferor as an “Other Holder” under this Agreement (including underSection 4.1) and as an “Other Investor” under the Participation, Registration Rights andCoordination Agreement, in each case, by virtue of any Shares retained by such transferor), (i)shall be fully transferred by such Principal Investors and Principal Investor Groups to suchPurchaser of Control in connection with a Compliant Change of Control Transaction with the resultthat the Purchaser of Control will become and have all the rights of the Principal Investors andPrincipal Investor Groups, and the rights so transferred shall not be retained by or shared withthe transferors, provided that such Purchaser of Control agrees to assume all of thePrincipal Investors’ and Principal Investor Groups’ obligations hereunder and under any and allapplicable Transaction Agreements (but excluding the obligations that continue to be imposed onany such transferor as an Other Holder under this Agreement and/or as an Other Investor under theParticipation, Registration Rights and Coordination Agreement by virtue of any Shares retained bysuch transferor), in each case, to the same extent as the transferor was bound, and thetransferor remains bound as an Other Holder under this Agreement and as an Other Investor underthe Participation, Registration Rights and Coordination Agreement to the extent it owns anyShares following such Compliant Change of Control Transaction, (ii) such transfer of rights toand assumption of obligations by the Purchaser of Control shall not initself require any Televisa Investor’s approval hereunder or under any of the otherTransaction Agreements or any other agreement (without prejudice to any approvals expresslyrequired for or in connection with, or other rights expressly provided with respect to, theCompliant Change of Control Transaction, the Change of Control Procedures and other applicableprovisions of the Transaction Agreements), and (iii) any Purchaser of Control can thereaftertransfer all such rights (other than rights that it elects to terminate) and all such obligationsto any subsequent Purchaser of Control in connection with a Compliant Change of ControlTransaction; provided that none of the rights so transferred shall be retained by orshared with the transferring Purchaser of Control and such subsequent Purchaser of Control shallassume all of the Principal Investor Groups’ obligations under any and all of the applicableTransaction Agreements (but excluding the obligations that continue to be imposed on anytransferor as an Other Holder under this Agreement and as an Other Investor under theParticipation, Registration Rights and Coordination Agreement by virtue of any Shares retained bysuch transferor), in each case, to the same extent as the transferor Purchaser of Control wasbound, and the transferor Purchaser of Control remains bound as an Other Holder under thisAgreement and as an Other Investor under the Participation, Registration Rights and CoordinationAgreement to the extent that it owns any Shares following such Compliant Change of ControlTransaction. Notwithstanding any other provision in the Transaction Agreements to the contrary,(x) the rights afforded to Principal Investors and Principal Investor Groups in their capacity assuch under this Agreement shall not terminate due to the Transfer of Shares held by PrincipalInvestors to a Purchaser of Control and the resulting reduction in the percentage ownership ofthe Shares held by any Principal Investor shall not constitute a Principal Investor Sell-Down forpurposes of this Agreement, so long as all such rights are fully transferred to such Purchaser ofControl (and not retained by or shared with the transferors) and the obligations of the PrincipalInvestors in their capacity as such under the Transaction Agreements (other than the InvestmentAgreement and the Service Agreements) are fully assumed by such Purchaser of Control to the sameextent as the transferors were bound, and (y) none of the rights or obligations of any of thePrincipal Investors under the Service Agreements may be assigned or transferred to, or assumedby, a Purchaser of Control (except for any rights or obligations assigned or transferred by aPrincipal Investor to, and assumed by, a Purchaser of Control who is its Affiliate).
 
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3.9 Restrictions on Stock Ownership and Transfer.3.9.1 The Company may restrict or deprive the ownership, or proposed ownership, ofCompany Securities of the Company by any Restricted Public Stockholder or other Person(other than any Televisa Investor or any Principal Investor and their Permitted Transfereesor a Purchaser of Control) if such ownership or proposed ownership (a) is or could beinconsistent with, or in violation of, any provision of the Federal Communications Laws, (b)limits or impairs or could limit or impair any business activities or proposed businessactivities of the Company under the Federal Communications Laws or (c) subjects or couldsubject the Company to any law, regulation or policy under the Federal Communications Lawsto which the Company would not be subject but for such ownership or proposed ownership(clauses (a), (b) and (c) collectively, “FCC RegulatoryLimitations”); in each case so long as such restriction is approved by both Televisa andthe Majority Principal Investors (or, following a Principal Investor Sell-Down, bothTelevisa and the Board). Notwithstanding anythingto the contrary herein, in no event may the Company take any action (x) in order tocomply with or the Federal Communications Laws that Discriminates against Televisa or theTelevisa Investors, (y) that restricts or deprives any Televisa Investor of the ownership,or proposed ownership, of any securities of the Company, or (z) that adversely affects thegovernance rights, rights to Board seats, approval rights, participation rights, liquidationpreference, participation rights, tag-along rights, exemption from drag-along obligations,right of first offer, Preferential Rights or other rights or obligations of the TelevisaInvestors set forth in this Agreement and the other Transaction Agreements or the rights ofany Televisa Investor with respect to a FCC Permitted Increase in Ownership. For purposesof this Section 3.9:(b) “Company Securities” shall mean both (i) as to any Person that is acorporation, the authorized shares of such Person’s capital stock, including allclasses of common, preferred, voting and nonvoting capital stock, and, as to anyPerson that is not a Company or an individual, the ownership, membership,partnership, limited liability company or other interests, as the case may be, insuch Person, including the right to share in profits and losses, the right toreceive distributions of cash and property, and the right to receive allocations ofitems of income, gain, loss, deduction and credit and similar items from suchPerson, whether or not such interests include voting or similar rights entitling theholder thereof to exercise control over such Person; and (ii) securities andobligations that, directly or indirectly, whether or not upon the satisfaction ofone or more conditions, are convertible into or exercisable or exchangeable for“Company Securities” as described in clause (i) of this definition.
 
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(c) “Restricted Public Stockholders” shall mean each stockholder of theCompany (other than the Televisa Investors and the Principal Investors) (i) that hasacquired Company Securities in a public offering pursuant to an effectiveregistration statement under the Securities Act, in a transaction meeting therequirements of Rule 144 of the Securities Act, in a block sale in the ordinarycourse of such stockholder’s trading business or otherwise in the public markets,and (ii) whose ownership or proposed ownership thereof, or whose exercise of anyrights of ownership with respect thereto, results or could result in an FCCRegulatory Limitation.**4. “TAG ALONG” AND “DRAG ALONG” RIGHTS, PREFERENTIAL RIGHT OF FIRST REFUSAL AND RIGHT OF FIRSTOFFER**.4.1 Tag Along. Subject to prior compliance with Sections 4.5 and4.6, if any Prospective Selling Stockholder proposes to Sell any Shares of a single classor of multiple classes to any Prospective Buyer(s) (including any Sale to Televisa pursuant toSection 4.5 or a First Offer Purchaser pursuant to Section 4.6) in a Transferthat is subject to Section 3.1.5 (including a Sponsor Sale, if it is subject toSection 3.1.5) prior to the Principal Investor Sell-Down, then the following provisionsshall apply:4.1.1 Notice. The Prospective Selling Stockholder shall, prior to any suchproposed Transfer, furnish a written notice (the “Tag Along Notice”) to the Company,which shall promptly furnish the Tag Along Notice to each Investor (other than (i) anyInvestor that is the Prospective Buyer or a member of the Prospective Buyer’s PITV InvestorGroup, if applicable, or a member of the Prospective Selling Stockholder’s PITV InvestorGroup, if applicable, (ii) in connection with any Sponsor Sale with respect to which theTelevisa Investors will receive a Sponsor Sale Notice pursuant to Section 4.7.1, theTelevisa Investors and, (iii) in connection with any proposed Transfer to Televisa pursuantto Section 4.5, Televisa) and each Manager who holds Tag Eligible Shares (each, a“Tag Along Holder”). The Tag Along Notice shall include:(b) the material terms and conditions of the proposed Sale, including (i) thenumber and class of the Shares to be purchased from the Prospective SellingStockholder, (ii) the fraction(s) expressed as a percentage, determined by dividingthe number of Shares of each class to be purchased from the Prospective SellingStockholder by the total number of Tag Eligible Shares of each such class held bythe Prospective Selling Stockholder (for each class, the “Tag Along SalePercentage”) (it being understood that the Company shall reasonably cooperatewith the Prospective Selling Stockholder in respect of the determination of eachapplicable Tag Along Sale Percentage), (iii) the per share purchase price or theformula by which such price is to be determined and the payment terms, including adescription of any non-cash consideration sufficiently detailed to permit valuationthereof, (iv) the name and address of each Prospective Buyer and (v) if known, theproposed Transfer date; and
 
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(c) an invitation to each Tag Along Holder to make an offer to include in theproposed Sale to the applicable Prospective Buyer(s) Tag Eligible Shares of the sameclass(es) being sold by the Prospective Selling Stockholder held by such Tag AlongHolder (not in any event to exceed the Tag Along Sale Percentage of the total numberof Tag Eligible Shares of the applicable class held by such Tag Along Holder), onthe same terms and conditions (subject to Section 4.4.4 in the case ofConvertible Securities and subject to Section 4.4.1 under allcircumstances), with respect to each Share Sold, as the Prospective SellingStockholder shall Sell each of its Shares. For purposes of this Section4.1, all shares of Common Stock will be treated as a single class and, subjectto Section 4.4.4, all Convertible Securities will be treated as the sameclass as Common Stock on an as-exercised or as-converted basis but subject to theProspective Buyer(s)’s election to acquire the Convertible Securities instead of theunderlying shares of Common Stock in accordance with Section 4.4.4.4.1.2 Exercise. (a) Within seven (7) Business Days (or ten (10) Business Days,if the proposed Transfer is not also the subject of a currently effective Preferential ROFRNotice under Section 4.5 or a Sale Notice under Section 4.6) after the dateof delivery of the Tag Along Notice by the Company to each applicable Investor or Manager or(b) with respect to the Televisa Investors in the case of a Sponsor Sale with respect towhich the Televisa Investors will receive a Sponsor Sale Notice pursuant to Section4.7.1, at any time on or before the Sponsor Sale Election Deadline, each Tag AlongHolder desiring to make an offer to include Tag Eligible Shares of the same class(es) beingsold by the Prospective Selling Stockholder in the proposed Sale (each a“Participating Seller” and, together with the Prospective Selling Stockholder,collectively, the “Tag Along Sellers”) shall furnish a written notice (the “TagAlong Offer”) to the Prospective Selling Stockholder indicating the number of TagEligible Shares of the same class(es) being sold by the Prospective Selling Stockholderwhich such Participating Seller desires to have included in the proposed Sale (not in anyevent to exceed the Tag Along Sale Percentage of the total number of Tag Eligible Shares ofthe applicable class held by such Tag Along Holder). If the proposed Sale involves Sharesof multiple classes, each Participating Seller must include Tag Eligible Shares of eachclass in the same proportions as are being sold by the Prospective Selling Stockholder.Each Tag Along Holder who does not make a Tag Along Offer in compliance with the aboverequirements, including the time period, shall have waived and be deemed to have waived allof such holder’s rights with respect to such Sale, and the Tag Along Sellers shallthereafter be free to Sell to the Prospective Buyer, at a per share price no greater thanthe per share price set forth in the Tag Along Notice and on other material terms andconditions which are not materially more favorable to the Tag Along Sellers than those setforth in the Tag Along Notice, without any further obligation to such non-accepting TagAlong Holder pursuant to this Section 4.1.
 
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4.1.3 Irrevocable Offer.(b) The offer of each Participating Seller contained in such holder’s Tag AlongOffer or Sponsor Sale Tag Along Election, as applicable, shall be irrevocable, and,to the extent such offer is accepted, such Participating Seller shall be bound andobligated to Sell in the proposed Sale on the same terms and conditions, consistentwith Section 4.4.2, with respect to each Share Sold (subject to Section4.4.4 in the case of Convertible Securities), as the Prospective SellingStockholder, up to such number of Tag Eligible Shares as such Participating Sellershall have specified in such holder’s Tag Along Offer or Sponsor Sale Tag AlongElection, as applicable; provided, that Section 4.7.6 below, and notthis clause (a), shall apply to the Televisa Investors in a Sponsor Salewith respect to which the Televisa Investors will receive a Sponsor Sale Noticepursuant to Section 4.7.1 with respect to which Section 4.7 applies.(c) Notwithstanding the foregoing, if, prior to consummation, the terms of suchproposed Sale shall change with the result that the per share price shall be lessthan the per share price set forth in the Tag Along Notice or the other materialterms and conditions shall be materially less favorable to the Tag Along Sellersthan those set forth in the Tag Along Notice (including, for the avoidance of doubt,a material portion of the cash consideration being modified to non-cashconsideration), the acceptance by each Participating Seller shall be deemed to berevoked, and it shall be necessary for a separate Tag Along Notice to be furnished,and the terms and provisions of this Section 4.1 separately complied with,in order to consummate such Sale pursuant to this Section 4.1;provided, that in such case of a separate Tag Along Notice, the applicableperiod to which reference is made in Section 4.1.2 shall be four (4)Business Days; and provided, further, that Section 4.7.6 below, andnot this clause (b), shall apply to the Televisa Investors in a Sponsor Salewith respect to which the Televisa Investorswill receive a Sponsor Sale Notice pursuant to Section 4.7.1 withrespect to which Section 4.7 applies.
 
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4.1.4 Reduction of Shares Sold. The Prospective Selling Stockholder shallattempt to obtain the inclusion in the proposed Sale of the entire number of Tag EligibleShares which each of the Tag Along Sellers requested to have included in the Sale (asevidenced in the case of the Prospective Selling Stockholder by the Tag Along Notice and inthe case of each Participating Seller by such Participating Seller’s Tag Along Offer). Inthe event the Prospective Selling Stockholder shall be unable to obtain the inclusion ofsuch entire number of Tag Eligible Shares in the proposed Sale, the number of Tag EligibleShares to be sold in the proposed Sale shall be allocated among the Tag Along Sellers, asnearly as practicable, as follows:(b) there shall be first allocated to each Tag Along Seller a number of TagEligible Shares equal to the lesser of (i) the number of Tag Eligible Shares offered(or proposed, in the case of the Prospective Selling Stockholder) to be included bysuch Tag Along Seller in the proposed Sale pursuant to this Section 4.1 and(ii) a number of Tag Eligible Shares equal to such Tag Along Seller’s Pro RataPortion; and(c) the balance, if any, not allocated pursuant to clause (a) aboveshall be allocated to those Tag Along Sellers which offered to sell a number of TagEligible Shares of the applicable class in excess of such Tag Along Seller’s ProRata Portion to each such Tag Along Seller on a pro rata basis, based upon theamount of such excess, or in such other manner as the Tag Along Sellers mayotherwise agree.In the event that the number of Shares that each Participating Seller will be permitted tosell in a particular Sale is reduced in accordance with clauses (a) and (b)above, the Prospective Selling Stockholder shall be responsible for determining the totalnumber of Shares to be sold by each Participating Seller in the proposed Sale in accordancewith this Section 4.1.4, and shall provide notice to each Participating Seller ofthe number of Shares that such Participating Seller will be selling in such Sale no laterthan three (3) Business Days prior to the consummation of such Sale.4.1.5 Additional Compliance.(b) If prior to consummation, the terms of the proposed Sale shall change withthe result that the per share price to be paid in such proposed Sale shall begreater than the per share price set forth in the Tag Along Notice or the othermaterial terms of such proposed Sale shall be materially more favorable to the TagAlong Sellers than those set forth in the Tag Along Notice, the Tag Along Noticeshall be null and void, and it shall be necessary for a separate Tag Along Notice tobe furnished, and the terms and provisions of this Section 4.1 separatelycomplied with, in order to consummate such proposed Sale pursuant to thisSection 4.1; provided, however, that in the case of such aseparate Tag Along Notice, the applicable period to which reference is made inSection 4.1.2 shall befour (4) Business Days; and provided, further, that Section4.7.6 below, and not this clause (a), shall apply to the TelevisaInvestors in a Sponsor Sale with respect to which Section 4.7 applies.
 
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(c) In addition, if the Prospective Selling Stockholders have not completed theproposed Sale by the end of the 120th day after the date of delivery of,(i) if the proposed Transfer is also the subject of a currently effective SaleNotice under Section 4.6, such Sale Notice, (ii) if the proposed Transfer isalso the subject of a currently effective Preferential ROFR Notice under Section4.5, such Preferential ROFR Notice and (iii) otherwise, the Tag Along Noticeand/or Sponsor Sale Notice, as applicable, then each Participating Seller shall bereleased from its obligations under its Tag Along Offer and/or Sponsor Sale TagAlong Election, as applicable, such Tag Along Notice or Sponsor Sale Tag AlongElection, as applicable, shall be null and void, and it shall be necessary for aseparate Tag Along Notice and/or Sponsor Sale Notice, as applicable, to befurnished, and the terms and provisions of this Section 4.1 and/orSection 4.7, as applicable, separately complied with, in order to consummatesuch proposed Sale pursuant to this Section 4.1 and/or Section 4.7,as applicable, unless the failure to complete such proposed Sale resulted directlyfrom either (x) any failure by any Participating Seller to comply with the terms ofthis Section 4 or (y) any failure by the FCC to consent to such transfer;provided, that such consent is received within two hundred seventy (270)days of such 120th day.4.1.6 Assignment. Televisa shall be permitted to assign its rights under thisSection 4.1 in whole or in part to any transferee of Shares permitted under theTransaction Agreements, including any FCC-Approved Trust or any other Person. From andafter such assignment, Televisa and all such transferees shall be deemed to be “Televisa”and a “Televisa Investor” for purposes of this Section 4.1.4.1.7 Section 16. If a Televisa Investor is a Tag Along Seller, theProspective Selling Stockholders and the Company shall structure any Tag Along Sale withrespect to the Televisa Investors so as not to result in liability of any Televisa Investorwith respect to any Shares acquired prior to the delivery of the Tag Along Notice underSection 16(b) of the Exchange Act and the related Exchange Act Rules, if applicable;provided that this obligation shall not require the Prospective Selling Stockholdersor the Company to materially delay the consummation of, or to take any action that adverselyimpacts the value to be obtained in, the Tag Along Sale (other than, if Televisa consents,with respect to the applicable Televisa Investor(s)).4.1.8 For the avoidance of doubt, the Stockholders’ rights and obligations under thisSection 4.1 shall continue after a Change of Control except as otherwise providedherein and in accordance with the Transaction Documents.
 
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4.2 Change of Control Drag Along. Each Stockholder agrees, if requested in writingby the Majority Principal Investors at any time, and from time to time, prior to the PrincipalInvestor Sell-Down, to Sell a percentage of one or more classes of Shares held by suchStockholder that is equal to the percentage of such Shares owned by the ProspectiveSelling Stockholders that are proposed to be Sold by the Prospective Selling Stockholders(which may be of a single class or of multiple classes to a Prospective Buyer) which would resultin a Change of Control (as adjusted pursuant to Section 4.2.2 below, the “Drag AlongSale Percentage”), in the manner and on the terms set forth in this Section 4.2 (anysuch sale, a “Drag Along Sale”); provided, however, that this Section4.2 shall not apply to a Change of Control if (a) the applicable Prospective Buyer is amember of a Principal Investor Group, and (b) such Change of Control has not been approved byvote or written consent of the Principal Investor Majority; provided, further,that no Televisa Investor shall be deemed to be a Stockholder for the purposes of thisSection 4.2 (other than the notice provisions) and shall not be subject to the terms hereofunless a Televisa Sell-Down has occurred, and in the event that any Televisa Investor is deemedto be a Stockholder for purposes of this Section 4.2, the terms of this Section4.2 shall not restrict any Transfers of Shares owned by any Televisa Investor which areotherwise in compliance with this Agreement (including that the transferee, if not a TelevisaInvestor, be bound by this Section 4.2 and the other terms of this Agreement to theextent required under the terms of this Agreement); and providedfurther, that,for the avoidance of doubt, a Televisa Investor’s exemption from the Stockholders’ obligationsunder this Section 4.2 shall not be transferable to any transferee of Shares held by suchTelevisa Investor other than a Permitted Transferee of Televisa or another Televisa Investor (butonly for so long as they continue to be a Televisa Investor). For purposes of this Section4.2, all shares of Common Stock will be treated as a single class and each share of CommonStock will be Sold at the same price and for the same form of consideration. Subject toSection 4.4.4 and the provisions of the Convertible Securities providing for theconversion, exercise or exchange thereof, all Convertible Securities will be treated as the sameclass as Common Stock on an as-exercised or as-converted basis (without prejudice to the rightsof such Stockholder with respect to the conversion, exercise or exchange of such ConvertibleSecurities and any entitlement to any payment of premium thereon or thereunder, including anypremiums payable under Section 4(a) or 5(a) of the TV Debentures or pursuant to Section4.4.4) but subject to the Prospective Buyer(s)’s election to acquire the ConvertibleSecurities instead of the underlying shares of Common Stock in accordance with Section4.4.4. All Shares to be sold pursuant to Section 4.2 shall be included indetermining whether or not a proposed transaction constitutes a Change of Control.
 
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4.2.1 Exercise in a Change of Control Transaction. The Prospective SellingStockholders shall furnish a written notice (the “Drag Along Sale Notice”) to theCompany at least ten (10) Business Days prior to the consummation of the Change of Controltransaction, and the Company shall promptly furnish such Drag Along Sale Notice to eachStockholder other than the Prospective Selling Stockholder. The Drag Along Sale Noticeshall set forth the material terms and conditions of the proposed Sale, including (a) thenumber and class of Shares to be acquired from the Prospective Selling Stockholders, (b) theDrag Along Sale Percentage for each class, (c) the per share consideration to be received inthe proposed Sale for each class, including the form of consideration (if other than cash),(d) the name and address of the Prospective Buyer and (e) if known, the proposed Sale dateor a good faith estimate thereof. If the Prospective Selling Stockholders consummate theproposed Sale to which reference is made in the Drag Along Sale Notice, each otherStockholder (each, a “Participating Seller,” and, together with the ProspectiveSelling Stockholders, collectively, the “Drag Along Sellers”) shall: (x) be boundand obligated to Sell the Drag Along Sale Percentage ofsuch Stockholder’s Shares of each class in the proposed Sale on the same terms andconditions, with respect to each Share Sold (subject to Section 4.4.4 in the case ofConvertible Securities, including any election by the Prospective Buyer(s) to acquire theConvertible Securities instead of the underlying Shares in accordance with Section4.4.4) as the Prospective Selling Stockholders shall Sell (subject to Section4.4.4 in the case of Convertible Securities, and subject to Section 4.4.1 underall circumstances in connection with a Change of Control transaction); and (y) except asprovided in Section 4.4.1 or 4.4.4, shall receive the same form and amountof consideration per Share to be received by the Prospective Selling Stockholders for thecorresponding class of Shares (on an as converted basis, if applicable), providedthat in no event will contractual rights with respect to the election of directors receivedby any Prospective Selling Stockholder be deemed to be the receipt of additional forms oramounts of consideration per Share. Except as provided in Section 4.4.1, if anyStockholders holding Shares are given an option as to the form and amount of considerationto be received (other than with respect to any roll-over option given to the TelevisaInvestors in accordance with Section 4.7.4 or 4.8.3 or to any or all holdersof Management Shares), all Stockholders holding Shares will be given the same option.Unless otherwise agreed by each Drag Along Seller, any non-cash consideration shall beallocated among the Drag Along Sellers pro rata based upon the aggregate amount ofconsideration to be received by such Drag Along Sellers. If at the end of the two hundredseventieth (270th) day after the date of delivery of the Drag Along Sale Notice, theProspective Selling Stockholders have not completed the proposed Sale, the Drag Along SaleNotice shall be null and void, each Participating Seller shall be released from suchholder’s obligation under the Drag Along Sale Notice and it shall be necessary for aseparate Drag Along Sale Notice to be furnished and the terms and provisions of thisSection 4.2 separately complied with, in order to consummate such proposed Salepursuant to this Section 4.2, unless the failure to complete such proposed Saleresulted directly from the failure by the FCC to consent to such transfer; provided,that such consent is received within two hundred seventy (270) days of such two hundredseventieth (270th) day. The right of a holder of Unvested Shares to receive considerationfor such Unvested Shares pursuant to this Section 4.2 shall be subject to thevesting and other terms of such Unvested Shares.4.2.2 Adjustment of Drag Along Percentage. Notwithstanding the foregoing,Shares held by BMPS2 shall be excluded from a Drag Along Sale and, if agreed by the MajorityPrincipal Investors, the following Shares may be excluded from a Drag Along Sale: (i) Sharesheld by the management of the Company and its subsidiaries, and/or (ii) Shares held byBMPS1; provided, that upon such exclusion, the Drag Along Sale Percentage of eachStockholder shall be increased to reflect such Shares that the management, BMPS1 or BMPS2are not required to Sell.4.2.3 Waiver of Appraisal Rights. Each Drag Along Seller agrees not to demandor exercise appraisal rights under Section 262 of the DGCL with respect to a transactionsubject to this Section 4.2 as to which such appraisal rights are available.
 
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4.2.4 Section 16. If a Televisa Investor is deemed to be a Stockholder subjectto the provisions of this Section 4.2 in accordance with the terms hereof, theProspective Selling Stockholders and the Company shall structure any Drag Along Sale withrespectto the Televisa Investors so as not to result in liability of any Televisa Investorwith respect to any Shares acquired prior to the delivery of the Drag Along Sale Noticeunder Section 16(b) of the Exchange Act and the related Exchange Act Rules, if applicable;provided that this obligation shall not require the Prospective Selling Stockholdersor the Company to materially delay the consummation of, or to take any action that adverselyimpacts the value to be obtained in, the Drag Along Sale (other than, if Televisa consents,with respect to the applicable Televisa Investor(s)).4.2.5 Miscellaneous Provisions. The provisions of Section 4.4 shallapply to any Sale under this Section 4.2 to the extent, and on the terms, providedtherein.4.3 Recapitalization Transaction Drag Along. Each Stockholder hereby agrees, ifrequested by the Majority PITV Investors at any time, and from time to time, prior to thePrincipal Investor Sell-Down, to exchange, convert or Transfer a percentage of one or moreclasses of Shares held by such Stockholder that is equal to the percentage of such Shares ownedby the applicable PITV Investors which are proposed to be exchanged, converted or Transferred bythe applicable PITV Investors in a Recapitalization Transaction (as adjusted pursuant toSection 4.3.6 below, the “Drag Along Recapitalization Percentage”), in the mannerand on the terms set forth in this Section 4.3 (any such sale, a “Drag AlongRecapitalization Sale”); provided, however, that no Televisa Investor shallbe deemed to be a Stockholder for any purposes under this Section 4.3 (other than thenotice provisions) and shall not be subject to the terms hereof at any time. For purposes ofthis Section 4.3, the shares of Common Stock will be treated as a single class and,subject to Section 4.4.4, all Convertible Securities will be treated as the same class ofCommon Stock on an as-exercised or as-converted basis.4.3.1 Exercise in a Recapitalization Transaction. The Company (solely at thedirection of the Majority PITV Investors) shall furnish a written notice (the “DragAlong Recapitalization Notice”) to each Stockholder at least ten (10) Business Daysprior to the consummation of the Recapitalization Transaction. The Drag AlongRecapitalization Notice shall set forth the material terms and conditions of the proposedRecapitalization Transaction, including (a) the number and class of Shares to be exchanged,converted or Transferred in the Recapitalization Transaction, (b) the Drag AlongRecapitalization Percentage for each class and (c) the new form of securities or other formsof consideration (including cash) to be received upon exchange, conversion or Transfer ofShares of each class of Shares being exchanged, converted or Transferred. If theRecapitalization Transaction described in such Drag Along Recapitalization Notice isconsummated, each Stockholder shall: (x) be bound and obligated to exchange, convert orTransfer the Drag Along Recapitalization Percentage of such Stockholder’s Shares of eachclass included in the proposed Recapitalization Transaction on the same terms andconditions, with respect to each Share being exchanged, converted or Transferred (subject toSection 4.3.4 in the case of Convertible Securities) as the other holders of suchShares (subject to Section 4.3.4 in the case of Convertible Securities and subjectto Section 4.3.2 under all circumstances); and (y) except as provided in Section4.3.2, receive the same securities or other consideration per Share exchanged, convertedor Transferred (provided, that holders of Shares with voting rights will receivevoting securities, and holders of non-voting Shares will receive non-voting securities). Ifat the end of the two hundred seventieth (270th) day after the date of delivery of the DragAlong Recapitalization Notice, the Recapitalization Transaction has not been completed,the Drag Along Recapitalization Notice shall be null and void, each Stockholder shall bereleased from such Stockholder’s obligation under the Drag Along Recapitalization Notice andit shall be necessary for a separate Drag Along Recapitalization Notice to be furnished andthe terms and provisions of this Section 4.3.1 separately complied with in order toconsummate such proposed Recapitalization Transaction pursuant to this Section 4.3,unless the failure to complete such proposed Recapitalization Transaction resulted directlyfrom the failure by the FCC to consent to such transfer; provided, that such consentis received within two hundred seventy (270) days of such two hundred seventieth (270th)day. The right of a holder of Unvested Shares to receive securities upon exchange,conversion or Transfer of such Unvested Shares pursuant to this Section 4.3.1 shallbe subject to the vesting and other terms of such Unvested Shares.
 
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4.3.2 Certain Legal Requirements. In the event the receipt of securities to bereceived in exchange for, or upon conversion or Transfer of, Shares in a proposedRecapitalization Transaction pursuant to this Section 4.3 by a Stockholder wouldrequire under applicable Law (a) the registration or qualification of such securities or ofany Person as a broker or dealer or agent with respect to such securities where suchregistration or qualification is not otherwise required for the RecapitalizationTransaction, or (b) the provision to any Stockholder of any specified information regardingthe Company or any of its subsidiaries, such securities or the issuer thereof that is nototherwise required to be provided for the Recapitalization Transaction by the Company, then,at the election of the Majority PITV Investors, such Stockholder shall not have the right toexchange, convert or Transfer Shares in such proposed Recapitalization Transaction. In suchevent, the Company shall have the obligation to cause to be paid to such Stockholder in lieuthereof, against surrender of the Shares (in accordance with Section 4.3.5 hereof)which would have otherwise been exchanged, converted or Transferred by such Stockholder inthe Recapitalization Transaction, an amount in cash equal to the Fair Market Value of suchShares as of the effective date of the Recapitalization Transaction. Notwithstanding theforegoing, this Section 4.3.2 shall not apply to any PITV Investor, BMPS1, BMPS2 orany Bank Investor.4.3.3 Further Assurances. Each Stockholder shall take or cause to be taken allsuch reasonable actions as may be necessary or reasonably desirable in order toexpeditiously consummate any Recapitalization Transaction and any related transactions,including executing, acknowledging and delivering consents, assignments, waivers and otherdocuments or instruments and furnishing information and copies of documents, filingapplications, reports, returns, filings and other documents or instruments with governmentalauthorities, and otherwise reasonably cooperating with the Company; provided,however, that Stockholders shall be obligated to become liable to the Company inrespect of any representations, warranties, covenants, indemnities or otherwise solely tothe extent provided in the immediately following sentence; provided, that noStockholder shall be required in connection therewith or as a condition thereto to (i)qualify to do business or to file a general consent to service of process in any such statesor jurisdictions, unless such Stockholder is already subject to service in such jurisdictionand except to the extent as may be required by the Securities Act, (ii) make jointrepresentations or warranties, (iii) be liable as to any representations,
 
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warranties,covenants and other agreements in excess of the proceeds received by such Stockholderin connection with such Transfer, or (iv) make any representations or warranties inconnection with the business or condition of the Company or any of its subsidiaries;provided, further, that in no event will a Stockholder be responsible formore than its pro rata share of any indemnification obligations). Without limiting thegenerality of the foregoing, each Stockholder agrees to execute and deliver such agreementsas may be reasonably specified by the Company, including agreements to (a) make individualrepresentations, warranties, covenants and other agreements as to the unencumbered title toits Shares and the power, authority and legal right to Transfer such Shares and the absenceof any Adverse Claim with respect to such Shares, (b) be liable as to such representations,warranties, covenants and other agreements, in each case to the same extent as the otherStockholder(s) are liable for the comparable representations, warranties, covenants andagreements made by them or on their behalf; provided, that such liability shall notexceed the proceeds received by such Stockholder in connection with such Transfer;provided, further, that no Bank Investor or (if Televisa Investors elect intheir sole discretion to be a Stockholder for purposes of this Section 4.3) TelevisaInvestor shall be required to enter into restrictive covenants that bind their Affiliatesor, in the case of the Televisa Investors, themselves (other than with respect to suchAffiliates of Bank Investors that are limited partners of the Bank Investors), and (c) otherthan with respect to Televisa Investors, at the request of the Majority PITV Investors,immediately prior to the consummation of the Recapitalization Transaction convert any votingShares held by such Stockholder into non-voting Shares, and vice versa. Each Stockholder(other than the Bank Investors and the Televisa Investors) hereby constitutes and appointseach member of the Majority PITV Investors who requested such Recapitalization Transaction,or any of them, with full power of substitution, as such Stockholder’s true and lawfulrepresentative and attorney-in-fact, in such Stockholder’s name, place and stead, to executeand deliver any and all agreements that the members of the Majority PITV Investors whorequested such Recapitalization Transaction reasonably believe are consistent with thisSection 4.3.3, and such member of the Majority PITV Investors shall provide a copyof such agreements to such Stockholder within five (5) Business Days of execution;provided, however, that failure to deliver such documents within such timeperiod shall not impair or affect the validity of such agreements. The foregoing power ofattorney is coupled with an interest and shall continue in full force and effectnotwithstanding the subsequent death, incapacity, bankruptcy or dissolution of anyStockholder. In connection with any FCC approval required with regards to anyRecapitalization Transaction, the Company shall file such FCC applications as it is requiredto file in order to obtain such FCC approval, and each Stockholder shall cooperate with theCompany and promptly provide the Company with any and all information necessary (asreasonably determined by the Company’s outside legal counsel, which shall be a nationallyrecognized law firm with expertise in Federal Communications Laws) to complete the filing ofsuch applications. The Company shall use its reasonable best efforts to obtain such FCCapproval, including (1) diligently prosecuting such applications, including opposing anypetitions to deny, or other objections filed with respect to, such FCC applications, and (2)promptly taking all other actions reasonably requested by the Majority PITV Investors asnecessary, desirable and/or appropriate to facilitate obtaining such FCC approval.
 
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4.3.4 Treatment of Convertible Securities. If any Stockholder shall exchange,convert or Transfer Convertible Securities in any Recapitalization Transaction pursuant tothis Section 4.3 in which such Stockholder participates, then such Stockholder shallreceive in exchange for such Convertible Securities, options, warrants or convertiblesecurities, as the case may be, with substantively identical and otherwise substantiallysimilar terms (including with respect to the spread between the fair market value of therelevant security and the exercise price to purchase such security) as the ConvertibleSecurities being exchanged, converted or Transferred, and which are exercisable for orconvertible into securities of the same nature as those being issued to the Stockholders inthe Recapitalization Transaction in exchange for the Shares for or into which theConvertible Securities being exchanged were initially exercisable or convertible.4.3.5 Closing. The closing of a Recapitalization Transaction to which thisSection 4.3 applies shall take place (a) on the proposed exchange, conversion orTransfer date, if any, specified in the Drag Along Recapitalization Notice(provided, that consummation of any Transfer may be extended beyond such date to theextent necessary to obtain any applicable governmental approval or other required approvalor to satisfy other conditions) or (b) if no proposed Transfer date was specified in theDrag Along Recapitalization Notice, at such time as the Company shall specify by reasonablenotice to each Stockholder. At the closing of such Recapitalization Transaction, eachStockholder shall deliver the certificates evidencing the Shares to be exchanged, convertedor Transferred by such Stockholder, duly endorsed, or with stock (or equivalent) powers dulyendorsed, for transfer with signature guaranteed, free and clear of any liens orencumbrances, with any stock (or equivalent) transfer tax stamps affixed, against deliveryof the applicable consideration and any comparable transfer materials for any ConvertibleSecurities to be exchanged, converted or Transferred.4.3.6 Adjustment of Drag Along Recapitalization Percentage. Notwithstandingthe foregoing, Shares held by BMPS2 shall be excluded from a Drag Along Sale and Drag AlongRecapitalization Sale and, if agreed by the Majority PITV Investors, the following Sharesmay be excluded from a Drag Along Recapitalization Sale: (i) Shares held by the managementof the Company and its subsidiaries, and/or (ii) Shares held by BMPS1; provided,that this Section 4.3.6 shall not derogate from any Investor’s rights pursuant toSection 4.1; provided, further, that upon such exclusion, the DragAlong Recapitalization Percentage of each Stockholder shall be increased to reflect suchShares that the management, BMPS1 or BMPS2 are not required to Sell.
 
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4.4 Miscellaneous Sale Provisions. The following provisions shall be applied to anyproposed Sale to which Sections 4.1, 4.2, 4.5 or 4.6 apply,except that Sections 4.4.2 and 4.4.4 shall also apply to any Merger Exit, SponsorSale or other Sale pursuant to Section 4:4.4.1 Certain Legal Requirements. In the event the consideration to be paid inexchange for Shares in a proposed Sale pursuant to Section 4.1 or Section4.2 includes any securities, and the receipt thereof by a Participating Seller wouldrequire under applicable Law (a) the registration or qualification of such securities or ofany Person as a broker or dealer or agent with respect to such securities where suchregistration orqualification is not otherwise required for the Sale by the Prospective SellingStockholder(s) or (b) the provision to any Tag Along Seller or Drag Along Seller of anyspecified information regarding the Company or any of its subsidiaries, such securities orthe issuer thereof that is not otherwise required to be provided for the Sale by theProspective Selling Stockholder(s), then such Participating Seller shall not have the rightto Sell Shares in such proposed Sale. In such event, the Prospective Selling Stockholder(s)shall, (x) in the case of a Sale pursuant to Section 4.1, have the right, but notthe obligation, and, (y) in the case of a Sale pursuant to Section 4.2, have theobligation, to cause to be paid to such Participating Seller in lieu thereof, againstsurrender of the Shares (in accordance with Section 4.4.5 hereof) which would haveotherwise been Sold by such Participating Seller to the Prospective Buyer in the proposedSale, an amount in cash equal to the Fair Market Value of such Shares as of the date suchsecurities would have been issued in exchange for such Shares. Notwithstanding theforegoing, this Section 4.4.1 shall not apply to any PITV Investor, BMPS1, BMPS2 orany Bank Investor.4.4.2 Further Assurances. Each Participating Seller and First Offer Purchaser,Proposed Purchaser and, in the event that it exercises its Preferential Right of FirstRefusal, Televisa (as a purchaser), shall take or cause to be taken all such reasonableactions as may be necessary or reasonably desirable in order to expeditiously consummateeach Sale pursuant to Section 4 and any related transactions, including executing,acknowledging and delivering consents, assignments, waivers and other documents orinstruments, furnishing information and copies of documents, filing applications, reports,returns, filings and other documents or instruments with governmental authorities, andotherwise reasonably cooperating with the Prospective Selling Stockholder(s) and theProspective Buyer; provided, however, that Participating Sellers shall beobligated to become liable to the Prospective Buyer in respect of any representations,warranties, covenants, indemnities or otherwise solely to the extent provided in theimmediately following sentence; provided, further, that in connection with aSale pursuant to Section 4, no Stockholder shall be required in connection therewithor as a condition thereto to (i) qualify to do business or to file a general consent toservice of process in any such states or jurisdictions, unless such Stockholder is alreadysubject to service in such jurisdiction and except to the extent as may be required by theSecurities Act, (ii) make joint representations or warranties, (iii) be liable as to anyrepresentations, warranties, covenants and other agreements in excess of the proceedsreceived by such Stockholder in connection with such Transfer, or (iv) make anyrepresentations or warranties in connection with the business or condition of the Company orany of its subsidiaries; provided, further, that in no event will aStockholder be responsible for more than its pro rata share of any indemnificationobligations). Without limiting the generality of the foregoing, each Participating Selleragrees to execute and deliver such agreements as may be reasonably specified by theProspective Selling Stockholder(s) to which such Prospective Selling Stockholder(s) willalso be party, including agreements to (a) make individual representations, warranties,covenants and other agreements as to the unencumbered title to its Shares and the power,authority and legal right to Transfer such Shares and the absence of any Adverse Claim withrespect to such Shares, (b) be liable as to such representations,
 
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warranties, covenants andother agreements, in each case to the same extent as the ProspectiveSelling Stockholder(s) are liable for the comparable representations, warranties, covenants andagreements made by them or on their behalf; provided, that in connection with a Salepursuant to Section 4, such liability shall not exceed the proceeds received by suchStockholder in connection with such Transfer; provided, further, that inconnection with a Sale pursuant to Section 4, no Bank Investor or Televisa Investorshall be required to enter into restrictive covenants that bind their Affiliates or, in thecase of the Televisa Investors, themselves (other than with respect to such Affiliates ofBank Investors that are limited partners of the Bank Investors), and (c) other than withrespect to Televisa Investors, at the request of the Majority PITV Investors, immediatelyprior to the consummation of the Sale convert any voting Shares held by such ParticipatingSeller into non-voting Shares, and vice versa; provided, that, subject toSection 4.4.4, including any election by the Prospective Buyer(s) to acquire theConvertible Securities instead of the underlying shares of Common Stock in accordance withSection 4.4.4, the shares of Common Stock will be treated as a single class and eachshare of Common Stock will be Sold at the same price and for the same form of consideration.Each Participating Seller (other than the Bank Investors and the Televisa Investors) herebyconstitutes and appoints each of the Prospective Selling Stockholders, or any of them, withfull power of substitution, as such Participating Seller’s true and lawful representativeand attorney-in-fact, in such Participating Seller’s name, place and stead, to execute anddeliver any and all agreements that such Prospective Selling Stockholder reasonably believesare consistent with this Section 4.4.2 and such member of the Prospective SellingStockholder shall provide a copy of such agreements to such Stockholder within five (5)Business Days of execution; provided, however, that failure to deliver suchdocuments within such time period shall not impair or affect the validity of suchagreements. The foregoing power of attorney is coupled with an interest and shall continuein full force and effect notwithstanding the subsequent death, incapacity, bankruptcy ordissolution of any Participating Seller. In connection with any FCC approval required withregard to any Sale pursuant to Section 4, the Company shall file such FCCapplications as it is required to file in order to obtain such FCC approval, and eachStockholder shall promptly provide the Company with any and all information necessary (asreasonably determined by the Company’s outside legal counsel, which shall be a nationallyrecognized law firm with expertise in Federal Communications Laws) to complete the filing ofsuch applications. The Company shall use its reasonable best efforts to obtain such FCCapproval, including (1) diligently prosecuting such applications, including opposing anypetitions to deny, or other objections filed with respect to, such FCC applications, and (2)promptly taking all other actions reasonably requested by the Prospective SellingStockholders as necessary, desirable and/or appropriate to facilitate obtaining such FCCapproval.4.4.3 Sale Process. The Majority Principal Investors in the case of a proposedSale pursuant to Section 4.2, or the Prospective Selling Stockholder, in the case ofa proposed Sale pursuant to Section 4.1, 4.5 or 4.6 shall, in theirsole discretion, decide whether or not to pursue, consummate, postpone or abandon anyproposed Sale and the terms and conditions thereof. No holder of Shares nor any Affiliateof any such holder shall have any liability to any other holder of Shares or the Companyarising from, relating to or in connection with the pursuit, consummation, postponement,abandonmentor terms and conditions of any proposed Sale except to the extent such holder shallhave failed to comply with the provisions of this Section 4.
 
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4.4.4 Treatment of Convertible Securities. If any Participating Seller shallSell Convertible Securities (or shall convert Convertible Securities in order to Sell theunderlying Shares) in any Sale pursuant to this Section 4, then, without prejudiceto the rights of such Stockholder with respect to the conversion, exercise or exchange ofsuch Convertible Securities and any entitlement to any payment of premium thereon orthereunder, including any premiums payable under Section 4(a) or 5(a) of the TV Debentures,such Participating Seller shall receive in exchange for such Convertible Securitiesconsideration in the amount (if greater than zero) equal to the purchase price received bythe Prospective Selling Stockholder(s) in such Sale for the number of shares of each classof Common Stock that would be issued upon exercise, conversion or exchange of suchConvertible Securities less the exercise price, if any, of such Convertible Securities (tothe extent exercisable, convertible or exchangeable at the time of such Sale), plus in thecase of any Common Stock or TV Warrants into which such TV Debentures were converted inconnection with such Sale, and are included by Televisa Investors in any such Sale, theExtra Amount determined as of the date that such Sale is consummated, unless the Company, atits election, instead enters into an agreement with the Televisa Investors which obligatesthe Company to continue to pay amounts which are equal to the amounts of interest paymentsthat otherwise would be required in respect of such TV Debentures that are so converted andsold from the date of conversion to the Maturity Date (as defined in the terms of the TVDebentures), and subject to reduction for any tax or other amounts required to be withheldunder applicable Law, and plus in the case of any TV Debentures that are not converted inconnection with such Sale and are acquired by the Prospective Buyer(s) on an unconvertedbasis, an amount of additional consideration from the Prospective Buyer(s) equal to theExtra Amount determined as of the date that such Sale is consummated.4.4.5 Closing. Subject to Sections 4.1.7 and 4.2.4, theclosing of a Sale to which Section 4.1, 4.2 or 4.6 applies shalltake place (a) on the proposed Transfer date, if any, specified in the Tag Along Notice,Drag Along Sale Notice or Sale Notice, as applicable (provided that consummation of anyTransfer may be extended beyond such date to the extent necessary to obtain any applicablegovernmental approval or other required approval or to satisfy other conditions), (b) if noproposed Transfer date was required to be specified in the applicable notice, at such timeas the Prospective Selling Stockholders shall specify by notice to each Participating Sellerand (c) at such place as the Prospective Selling Stockholder(s) shall specify by notice toeach Participating Seller or First Offer Purchaser, as applicable. At the closing of suchSale, each Participating Seller shall deliver the certificates evidencing the Shares to beSold by such Participating Seller, duly endorsed, or with stock (or equivalent) powers dulyendorsed, for transfer with signature guaranteed, free and clear of any liens orencumbrances, with any stock (or equivalent) transfer tax stamps affixed, against deliveryof the applicable consideration, and any comparable transfer materials for any ConvertibleSecurities to be Sold.
 
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4.5 Preferential Right of First Refusal. Other than in connection with atransaction to effect a Compliant Change of Control Transaction, including a Sponsor Sale or aMergerExit, if any Prospective Selling Stockholder proposes to Sell any Shares of a single classor multiple classes to any Person other than a Permitted Transferee of such Prospective SellingStockholder (including to another Stockholder or the Company or any of its Subsidiaries)(collectively, a “Preferential ROFR Buyer”) in a Transfer subject to Section3.1.3 or 3.1.5, such Prospective Selling Stockholder must first offer to Televisa theright to purchase such Shares, subject to the following terms:4.5.1 Notice. The Prospective Selling Stockholder shall furnish a notice (the“Preferential ROFR Notice”) of such proposed sale to Televisa and each otherStockholder prior to any such proposed Transfer. Such notice shall include (i) the identityof the proposed Transferee (the “Proposed Purchaser”), (ii) the number and class ofShares proposed to be sold by the Prospective Selling Stockholder, (iii) the terms andconditions of such Sale, including the price per Share, and (iv) any other material terms orconditions of the proposed Sale. Such notice shall further state that Televisa maypurchase, and the Prospective Selling Stockholder shall be required to Sell, in accordancewith the provisions of this Agreement, any or all of such Shares, for the price and upon theother terms and conditions set forth in the Preferential ROFR Notice; provided, thatTelevisa shall not be entitled to purchase a number of such Shares exceeding (a) theAdditional Equity Amount or (b) the Preferential ROFR Cap applicable to the PrincipalInvestor Group of which such Prospective Selling Stockholder is a member; providedfurther, that prior to the Qualified Public Offering or Change of Control, suchShares shall be converted into shares of Class C Common Stock and/or Class D Common Stock inaccordance with Section 4.8.3 of Article EIGHTH of the Charter (the “Preferential ROFRShares”). If all of the Shares proposed to be Transferred by the Prospective SellingStockholder are not purchased by Televisa, then the Transfer of such remaining Shares shallbe subject to the terms of Section 4.6.4.5.2 Exercise. Within ten (10) Business Days after the date of receipt of thePreferential ROFR Notice, Televisa shall have the right (the “Preferential Right ofFirst Refusal”) to elect to purchase the Preferential ROFR Shares on the same terms andconditions set forth in the Preferential ROFR Notice by furnishing a written noticespecifying the number of Preferential ROFR Shares to be purchased from the ProspectiveSelling Stockholder and the proposed date of the closing of such purchase, which shall be nolater than ninety (90) days after the delivery of the Preferential ROFR Notice (the“Preferential ROFR Exercise Notice”) unless the failure to complete such purchaseresulted from either (x) any failure by any Prospective Selling Stockholder or the Companyto comply with the terms of this Section 4.5 or (y) any failure by the FCC or otherGovernmental Authority to consent to such transfer or for any waiting period underapplicable Law to expire (other than as a result of Televisa failing to make any necessaryHSR filing with respect thereto); provided, that such consent is received or suchwaiting period expires within ninety (90) days of such 90th day. If Televisa does notfurnish a notice that complies with the above requirements, including the applicable timeperiod, Televisa will be deemed to have waived its rights only with respect to a purchase ofPreferential ROFR Shares that were the subject of such notice under this Section4.5, and the Prospective Selling Stockholder shall be free to furnish a Sale Noticepursuant to Section 4.6.1 with respect to such Shares.
 
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4.5.3 Preferential ROFR Issuance. If a proposed Transfer involves theTransfer of Shares from Principal Investors that are members of different Principal InvestorGroups, the Shares to be Transferred to Televisa shall be allocated among such transferringStockholders pro rata in proportion to the total number of shares of Common Stock then ownedby the Principal Investor Groups of which such Stockholders are members, subject in eachcase to the Preferential ROFR Cap (it being understood that a Preferential ROFR Caplimitation on a Transfer by a member of one Principal Investor Group will not, in itself,affect the obligations of the members of any other Principal Investor Group to TransferShares to Televisa pursuant to this Section 4.5), provided, that if aproposed Transfer or series of related proposed Transfers involves the Transfer of Sharesfrom Principal Investors that are members of three (3) or more different Principal InvestorGroups to one or more Preferential ROFR Buyers, the Company shall be required to offer toissue to Televisa at the closing referred to in Section 4.5.4, and Televisa shallhave the right to elect to purchase (the “Preferential ROFR Issuance Right”), anumber of shares of Common Stock (which shall be Class C Common Stock, or, to the extentthat such issuance would cause the voting Equity Percentage to exceed the Maximum EquityPercentage, Class D Common Stock) not to exceed, in the aggregate, the number of shares ofCommon Stock equal to that number of Shares constituting the Additional Equity Amount (the“Preferential ROFR Issuance”). Televisa may acquire such shares of Common Stockfrom the Company pursuant to the same terms and conditions, including the price per shareset forth in the Preferential ROFR Notice; provided, that Televisa may not acquire anumber of Shares pursuant to the Preferential ROFR Issuance in excess of the AdditionalEquity Amount. In the event that Televisa acquires any such shares of Common Stock from theCompany, the Company shall cause the proceeds of such acquisition to be used to redeem,repurchase or repay Indebtedness and to pay any related premiums in connection therewith.For the avoidance of doubt, the Preferential ROFR Issuance shall not be subject to anypreemptive or participation rights set forth in the Participation, Registration Rights andCoordination Agreement.4.5.4 Closing. The closing of any Sale to which Section 4.5 applies orany Preferential ROFR Issuance shall take place on the proposed Transfer date specified inthe Preferential ROFR Exercise Notice (provided that consummation of any Transfer may beextended beyond such date to the extent necessary to obtain any applicable governmentalapproval or other required approval or to satisfy other conditions). At the closing of anySale to which this Section 4.5 applies, the Prospective Selling Stockholder shalldeliver the certificates evidencing the Shares to be Sold by such Prospective SellingStockholder, duly endorsed, or with stock (or equivalent) powers duly endorsed, for transferwith signature guaranteed, free and clear of any liens or encumbrances, with any stock (orequivalent) transfer tax stamps affixed, against delivery of the applicable consideration,and any comparable transfer materials for any Convertible Securities to be Sold. At theclosing of any Preferential ROFR Issuance, the Company shall deliver the certificatesevidencing the Shares to be issued to Televisa pursuant to Section 4.5.3, free andclear of any liens or encumbrances.
 
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4.5.5 Compliance. Any Sale of Shares by a Principal Investor to Televisapursuant to this Section 4.5 or Preferential ROFR Issuance shall be structured so astocomply with applicable U.S. Laws. Not in limitation of the foregoing, in the eventthat Televisa reasonably and in good faith believes that a Transfer and issuance or anissuance of Shares to Televisa pursuant to this Section 4.5 would not be prudent inlight of applicable Law, then (a) in the case of a sale of Shares by a Principal Investor toTelevisa pursuant to Section 4.5, the Company shall, at Televisa’s election, afterTelevisa acquires such Shares pursuant to this Section 4.5, exchange such Sharesthat Televisa purchased from the Principal Investor for warrants in substantially the formof the TV Warrants with an exercise price of $0.01 per share and a number of sharesunderlying such warrants equal to the number of shares Televisa so acquired from thePrincipal Investor or (b) in the case of a Preferential ROFR Issuance, the Company shall,after good faith consultation with Televisa, issue to Televisa warrants in substantially theform of the TV Warrants or debentures in substantially the form of the TV Debentures(whichever the Board elects; it being understood that the economic terms of any suchwarrants or debentures referred to in this clause (b) shall be determined so as tobe as equivalent as reasonably practicable to the economic terms of the Class C Common Stockand/or Class D Common Stock which Televisa would have otherwise acquired, but in any casethe number of shares of Class C Common Stock and/or Class D Common Stock underlying suchdebentures or warrants shall be no less than the number of such shares of Class C CommonStock and/or Class D Common Stock that Televisa would have otherwise acquired) in lieu ofthe Shares issuable pursuant to the Preferential Right of First Refusal. In the event thatTelevisa reasonably believes that its exercise of the Preferential Right of First Refusalcould reasonably be expected to be subject to regulatory review due to, or restricted by,Foreign Ownership Restrictions, Televisa or a Televisa Investor may, but is not required to,after notice to, and an opportunity for comment by, the Company, (it being agreed that anysuch assignment shall be the decision of Televisa and the Company shall have no consentright) assign its rights under this Section 4.5 to (i) an FCC-Approved Trust, (ii)any other Person while regulatory or judicial relief is being sought with respect to suchForeign Ownership Restrictions or (iii) any other Person if the FCC has ordered thatTelevisa reduce its voting or equity ownership in the Company, or Televisa has receivedwritten notification from the FCC of an investigation with respect to Televisa’s ownershipof the Company, and provided in either case in this clause (iii) that Televisa seeksregulatory or judicial relief related to such order or investigation within six (6) monthsof the transfer to such Person. The assignment set forth in the preceding sentence shallonly be for the period during which such Foreign Ownership Restrictions prevent Televisafrom holding such Shares or while Televisa is actively seeking regulatory or judicial reliefwith respect to the Foreign Ownership Restrictions or from the applicable order orinvestigation, as applicable (or in the case of clause (iii) of the preceding sentence,prior to the six (6) month anniversary of the transfer to the other Person and thereafterwhile Televisa is seeking regulatory or judicial relief related to such order orinvestigation) and once such period terminates, such FCC-Approved Trust or other Personshall assign such rights and transfer such Shares to Televisa or as otherwise permittedunder the Transaction Documents or otherwise comply with the terms of any applicable orderof the FCC or regulatory or judicial decision. Upon any such assignment set forth in thisSection 4.5.5, the FCC-Approved Trust or other Person to which such assignment ismade shall become party to this Agreement, the PrincipalInvestor Agreement and the Participation, Registration Rights and CoordinationAgreement as a Televisa Investor to the extent Televisa is a party thereto.
 
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4.5.6 Termination. The Preferential Right of First Refusal and thePreferential ROFR Issuance Right shall each terminate upon the earliest to occur of (i) theCompany providing Televisa in connection with any Public Offerings the opportunity toacquire from the Company, or from the underwriters acting on the Company’s behalf, anaggregate number of Shares from all such Public Offerings equal to the then-applicableAdditional Equity Amount at a price per share equal to the offering price to the public inthe relevant Public Offering and (ii) Televisa’s full exercise of the Televisa Optionpursuant to Section 8.6 of the Investment Agreement. For the avoidance of doubt, (x) thePreferential Right of First Refusal and the Preferential ROFR Issuance Right shall eachsurvive a Change of Control and (y) the termination of the Preferential Right of FirstRefusal and the Preferential ROFR Issuance Right shall have no effect on, and shall notlimit in any manner, Televisa’s participation rights under the Participation, RegistrationRights and Coordination Agreement or its rights under Section 4.6.4.6 Right of First Offer. Other than in connection with a transaction to effect aCompliant Change of Control Transaction, including a Sponsor Sale or a Merger Exit, if anyProspective Selling Stockholder proposes to Sell any Shares in a Transfer that is subject toSection 3.1.5 (including to another Stockholder or the Company or any of itssubsidiaries) prior to the Principal Investor Sell-Down, and Televisa has not exercised itsPreferential Right of First Refusal in accordance with Section 4.5 with respect to all ofsuch Shares or if Televisa does not provide the Preferential ROFR Exercise Notice within ten (10)Business Days of receipt of the Preferential ROFR Notice, then the following provisions shallapply:4.6.1 Notice. The Prospective Selling Stockholder shall furnish a writtennotice of such proposed Sale (a “Sale Notice”) to each Principal Investor Group(other than any Principal Investor Group of which the Prospective Selling Stockholder is amember, in which case no such notice shall be provided to such group) and the TelevisaInvestors (other than any Televisa Investor which is a Prospective Selling Stockholder, inwhich case no such notice shall be given to such Televisa Investor). For the avoidance ofdoubt, in the event of any proposed Sale to which this Section 4.6 applies, theTelevisa Investors shall have the rights to exercise their respective rights of first offerunder this Section 4.6 only to the extent set forth below, including Section4.6.2(a) and Section 4.6.6(c)) (each such PITV Investor Group, a “FirstOffer Holder”), prior to any such proposed Transfer. The Sale Notice shall include:(b) (i) the number and class(es) of Shares proposed to be sold by theProspective Selling Stockholder, which shall be net of the Shares acquired byTelevisa from such Prospective Selling Stockholder in connection with the same salepursuant to the exercise of its Preferential Right of First Refusal, if any (the“Subject Shares”), (ii) the per share cash purchase price or the formula bywhich such cash price is to be determined and (iii) the proposed Transfer date, ifknown; and
 
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(c) an invitation to each First Offer Holder to make an offer to purchase,subject to Section 4.6.6 below, any number of the Subject Shares at suchprice.4.6.2 Exercise.(b) Within twenty (20) Business Days after the date of delivery of the SaleNotice (the “First Offer Deadline”), each First Offer Holder may make anoffer to purchase any number of the Subject Shares at the price set forth in theSale Notice by furnishing a written notice (the “First Offer Notice”) ofsuch offer specifying a number of Subject Shares offered to be purchased from theProspective Selling Stockholder (each such Person delivering such notice, a“First Offer Purchaser”); provided, however, that a TelevisaInvestor shall be deemed to be a First Offer Purchaser if and only in the event oneor more of the Principal Investor Groups delivers a First Offer Notice pursuant tothis Section 4.6.2(a). The receipt of consideration by any ProspectiveSelling Stockholder selling Shares in payment for the transfer of such Sharespursuant to this Section 4.6.2 shall be deemed a representation and warrantyby such Prospective Selling Stockholder that (i) such Prospective SellingStockholder has full right, title and interest in and to such Shares; (ii) suchProspective Selling Stockholder has all necessary power and authority and has takenall necessary actions to sell such Shares as contemplated by this Section4.6.2; and (iii) such Shares are free and clear of any and all liens orencumbrances except pursuant to this Agreement and other Transaction Agreements.(c) Each First Offer Holder not furnishing a First Offer Notice that complieswith the above requirements, including the applicable time periods, shall be deemedto have waived all of such First Offer Holder’s rights to purchase such SubjectShares under this Section 4.6.2 and the Prospective Selling Stockholdershall thereafter be free to Sell the Subject Shares to the First Offer Purchasersand/or any Prospective Buyer, at a per share purchase price no less than the priceset forth in the Sale Notice, without any further obligation to such First OfferHolder pursuant to this Section 4.6.4.6.3 Irrevocable Offer. The offer of each First Offer Purchaser contained ina First Offer Notice shall be irrevocable, and, subject to Section 4.6.6 below, tothe extent such offer is accepted, such First Offer Purchaser shall be bound and obligatedto purchase the number of Subject Shares set forth in such First Offer Purchaser’s FirstOffer Notice.4.6.4 Acceptance of Offers. Within ten (10) Business Days after the FirstOffer Deadline, the Prospective Selling Stockholder shall inform each First Offer Purchaser,by written notice (the “Acceptance Notice”), of whether or not the ProspectiveSelling Stockholder will accept all (but not less than all) offers of the First OfferPurchasers (for the avoidance of doubt, all such offers shall be subject to adjustmentpursuant to Section 4.6.6 below). In the event the Prospective Selling Stockholderfails to furnish the Acceptance Notice within the specified time period, the ProspectiveSellingStockholder shall be deemed to have decided not to Sell the Subject Shares to the FirstOffer Purchasers. If the Prospective Selling Stockholder decides not to Sell the SubjectShares to the First Offer Purchasers, each First Offer Purchaser shall be released from suchholder’s obligations under such holder’s irrevocable offer, and the Prospective SellingStockholder shall not sell the Shares subject to the First Offer Purchaser’s irrevocableoffer to any other Person. Acceptance of such offers by the Prospective Selling Stockholderis without prejudice to the Prospective Selling Stockholder’s discretion under Section4.4.3 to determine whether or not to consummate any Sale.
 
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4.6.5 Additional Compliance. If at the end of the 120th day afterthe date of delivery of the Sale Notice, the Prospective Selling Stockholder and First OfferPurchasers or Prospective Buyer (if not a First Offer Purchaser), if any, have not completedthe Sale of the Subject Shares (other than due to the failure of any First Offer Purchaserto perform its obligations under this Section 4.6), each First Offer Purchaser shallbe released from such holder’s obligations under such holder’s irrevocable offer, the SaleNotice shall be null and void, and it shall be necessary for a separate Sale Notice to befurnished, and the terms and provisions of this Section 4.6 separately compliedwith, in order to consummate a Transfer of such Subject Shares unless the failure tocomplete such proposed Sale resulted directly from any failure by the FCC to consent to suchSale; provided, that such consent is received within one hundred fifty (150) days ofsuch 120th day; providedfurther, however, that in the case of sucha separate Sale Notice in which the classes of Subject Shares and the per share price areunchanged and the number of Subject Shares is substantially the same, the applicable periodto which reference is made in Sections 4.6.2 and 4.6.4 shall be five (5)Business Days and three (3) Business Days, respectively.4.6.6 Determination of the Number of Subject Shares to be Sold.(b) In the event that, as of the First Offer Deadline, the number of SubjectShares offered to be purchased by the First Offer Purchasers is less than the numberof Subject Shares, the Prospective Selling Stockholder shall provide notice of suchshortfall to the First Offer Purchasers. Each First Offer Purchaser shall providenotice to the Prospective Selling Stockholder within four (4) Business Days ofreceipt of the notice from the Prospective Selling Stockholder if it wishes topurchase all or any portion of the Subject Shares comprising such shortfall. In theevent that, after such four (4) additional Business Days, the number of SubjectShares offered to be purchased by the First Offer Purchasers is still less than thenumber of Subject Shares, (i) the Prospective Selling Stockholder may within four(4) Business Days accept the offers of the First Offer Purchasers and, at the optionof the Prospective Selling Stockholder, and within thirty (30) days of suchacceptance, Sell any remaining Subject Shares which the First Offer Purchasers didnot elect to purchase to one or more Prospective Buyers at a price per share that isno less than the price set forth in the Sale Notice or (ii) if a single ProspectiveBuyer or group of Prospective Buyers is unwilling to purchase less than all of theSubject Shares, the Prospective Selling Stockholder may within one hundred eighty(180) days Sell all (but not less than all) of the Subject Shares to suchProspective Buyer or group of Prospective Buyers at aprice per share that is no less than the price set forth-in the Sale Noticerather than Sell any Subject Shares to the First Offer Purchasers. Such sales, ifany, to Prospective Buyer(s) other than the First Offer Purchasers in accordancewith clause (i) above shall be consummated together with the sale to theFirst Offer Purchasers.
 
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(c) In the event that the Prospective Selling Stockholder has accepted theoffers of the First Offer Purchasers and the aggregate number of Subject Sharesoffered to be purchased by (and to be sold to) the First Offer Purchasers is equalto or exceeds the aggregate number of Subject Shares, the Subject Shares shall besold to the First Offer Purchasers as follows:(i) there shall be first allocated to each First Offer Purchaser anumber of Subject Shares equal to the lesser of (A) the number of SubjectShares offered to be purchased by such First Offer Purchaser pursuant suchholder’s First Offer Notice and any subsequent notice delivered by suchFirst Offer Purchaser pursuant to the second sentence of Section4.6.6(a), and (B) a number of Subject Shares equal to such First OfferPurchaser’s Pro Rata Portion; and(ii) the balance, if any, not allocated pursuant to clause (i)above shall be allocated to those First Offer Purchasers which offered topurchase a number of Subject Shares in excess of such First OfferPurchaser’s Pro Rata Portion to each such First Offer Purchaser on a prorata basis, based upon the amount of such excess, or in such other manner asthe First Offer Purchasers may otherwise agree.In the event that the number of Subject Shares that each First Offer Purchaserwill be permitted to purchase in a particular Sale is reduced in accordance withclauses (i) and (ii) above, the Prospective Selling Stockholdershall be responsible for determining the total number of Subject Shares to bepurchased by each First Offer Purchaser in the proposed Sale in accordance with thisSection 4.6.6, and shall provide notice to each First Offer Purchaser of thenumber of Subject Shares that such First Offer Purchaser will be purchasing in suchSale no later than three (3) Business Days prior to the consummation of such Sale.For the avoidance of doubt, shares of Class A Common Stock, Class B Common Stock,Class C Common Stock and Class D Common Stock shall be treated as a single class forpurposes of this Section 4.6.6.In the event any holders of Shares exercise such holders’ rights underSection 4.1 to sell Shares in connection with a Sale to First OfferPurchasers pursuant to this Section 4.6, such Shares (as the case may be,reduced in accordance with Section 4.1.4) shall be deemed to be SubjectShares for purposes of this Section 4.6 and shall be allocated among theFirst Offer Purchasers in accordance with this Section 4.6.6.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**(d) Notwithstanding any of the foregoing, the maximum number of Subject Shares thatthe Televisa Investors shall have the right to purchase under this Section4.6 at any particular time shall not exceed that number of Subject Shares thepurchase of which would cause the Televisa Investors’ Capital Percentage to exceedthe Maximum Capital Percentage.4.6.7 Exempt Transaction. The parties hereto acknowledge and agree that theprovisions of this Section 4.6 shall not apply in the event of (i) one or moreTransfers in connection with a Change of Control pursuant to Sections 4.2 ,4.7 and/or 4.8, as applicable, (ii) a Recapitalization Transaction pursuantto Section 4.3, or (iii) any exercise by Televisa of its Preferential Right of FirstRefusal pursuant to Section 4.5.4.6.8 The Televisa Investors’ ROFO Sunset. ***4.6.9 Foreign Ownership Restrictions. In the event that Televisa reasonablybelieves that it cannot exercise its rights under this Section 4.6 to the fullextent set forth herein (or any lesser extent that the Televisa Investors desire to obtain)because of any Foreign Ownership Restrictions, Televisa or a Televisa Investor may, but isnot required to, after notice to, and an opportunity for comment by, the Company, (it beingagreed that any such assignment shall be the decision of Televisa and the Company shall haveno consent right) assign such rights to (a) any FCC-Approved Trust, (b) any other Personwhile regulatory or judicial relief is being sought with respect to such Foreign OwnershipRestrictions or (c) any other Person if the FCC has ordered that Televisa reduce its votingor equity ownership in the Company, or Televisa has received written notification from theFCC of an investigation with respect to Televisa’s ownership of the Company and provided ineither case in this clause (c) that Televisa seeks regulatory or judicial relief related tosuch order or investigation within six (6) months of the transfer to such Person. Theassignment set forth in the preceding sentence shall only be for the period during whichsuch Foreign Ownership Restrictions prevent Televisa from holding such Shares or whileTelevisa is actively seeking regulatory or judicial relief with respect to the ForeignOwnership Restrictions or from the applicable order or investigation, as applicable (or inthe case of clause (c) of the preceding sentence, prior to the six (6) month anniversary ofthe transfer to the other Person and thereafter while Televisa is seeking regulatory orjudicial relief related to such order or investigation) and once such period terminates,such FCC-Approved Trust or other Person shall assign such rights and transfer such Shares toTelevisa or as otherwise permitted under the Transaction Documents or otherwise comply withthe terms of any applicable order of the FCC or regulatory or judicial decision. Upon anysuch assignment set forth in this Section 4.6.9, the FCC-Approved Trust or other Person towhich such assignment is made shall become a party to this Agreement, the Principal InvestorAgreement and the Participation, Registration Rights and Coordination Agreement as a“Televisa Investor.” Not in limitation of the foregoing, in the event that Televisareasonably and in good faith believes that an acquisition of Shares by a Televisa Investorpursuant to this Section 4.6 would not be prudent in light of applicable Law, then,at Televisa’s election, after Televisa acquired such Shares pursuant to this Section4.6, the Company shall exchange such Shares that Televisa acquired pursuant to thisSection 4.6 for warrants in substantially the form of the TV Warrants with anexercise price of $0.01 per share and anumber of shares underlying such warrants equal to the number of shares Televisa soacquired pursuant to this Section 4.6.
 
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4.6.10 Notice of ROFO Closing. The Company shall promptly notify each PITVInvestor (other than any First Offer Purchasers participating therein) in writing followingthe closing of any transaction in which any PITV Investor purchases Subject Shares pursuantto the exercise of its respective rights of first offer under this Section 4.6.4.7 The Televisa Investors’ Rights and Obligations in the Event of a Sponsor Sale.In the event any one or more Principal Investors propose to Transfer Shares (other than through amerger, consolidation or similar business combination transaction, in which case the provisionsof Section 4.8 apply) to any Prospective Buyer(s) in one or a series of relatedtransactions that would effect a Change of Control (taking into account Shares required to beTransferred in such transaction pursuant to Section 4.2) (a “Sponsor Sale”), thenthe following provisions shall apply:4.7.1 Notice and Exercise. The Prospective Selling Stockholders shall furnisha written notice of their intention to pursue a Sponsor Sale (the “Sponsor SaleNotice”) to the Company and Televisa. The Sponsor Sale Notice shall constitute, andconform to the terms and conditions of, a Tag Along Notice under Section 4.1 (otherthan items listed in Section 4.1.1(a)(iii) and (iv)), and Televisa shallhave the rights of a Tag Along Holder under Section 4.1 with respect to such SponsorSale (the “Sponsor Sale Tag Along Rights”). Televisa shall have the right toexercise its Sponsor Sale Tag Along Rights at any time on or before the Sponsor SaleElection Deadline by furnishing to the Company and the Prospective Selling Stockholders awritten Tag Along Offer pursuant to, and in compliance with, Sections 4.1.2 and4.1.3 exercising such Sponsor Sale Tag Along Rights, which election shall beirrevocable except as otherwise provided in Section 4.7.6, if applicable (the“Sponsor Sale Tag Along Election”). In the event that Televisa exercises itsSponsor Sale Tag Along Rights under this Section 4.7.1 or 4.7.6, asapplicable, then each other Televisa Investor shall be obligated (to the same extent asTelevisa) to participate in such Sponsor Sale on the terms and conditions (which terms andconditions, for the avoidance of doubt, include the allocation of Tag Eligible Shares to besold pursuant to Section 4.1.4 above, if applicable, and in any case consistent withSections 4.4.2) specified herein (without prejudice to the rights of suchStockholder with respect to the conversion, exercise or exchange of such ConvertibleSecurities and any entitlement to any payment of premium thereon or thereunder, includingany premiums payable under Section 4(a) or 5(a) of the TV Debentures and subject toSection 4.4.4, including any election by the Prospective Buyer(s) to acquire theConvertible Securities instead of the underlying shares of Common Stock in accordance withSection 4.4.4). If Televisa elects to exercise its Sponsor Sale Tag Along Rights,then the Prospective Selling Stockholders shall use their commercially reasonable efforts toobtain the agreement of the Prospective Buyer(s) to the participation of all TelevisaInvestors in such Sponsor Sale, and may not in any event Transfer any Shares to theProspective Buyer with respect to such Sponsor Sale if such Prospective Buyer declines toallow the participation of all Televisa Investors on the terms and conditions (which termsand conditions, for the avoidance of doubt, include the allocation of Tag Eligible Shares tobe sold pursuant to Section 4.1.4 above, if applicable, and in any case consistentwithSection 4.4.2) specified herein, unless simultaneously with the consummation ofsuch Sponsor Sale, the Prospective Selling Stockholders or their designees purchase theShares that the Televisa Investors were entitled to Transfer to the Prospective Buyer on thesame terms and conditions, consistent with Section 4.4.2, as the Transfer of Sharesof the Prospective Selling Stockholders (without prejudice to the rights of such Stockholderwith respect to the conversion, exercise or exchange of such Convertible Securities and anyentitlement to any payment of premium thereon or thereunder, including any premiums payableunder Section 4(a) or 5(a) of the TV Debentures).
 
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4.7.2 Sponsor Sale Tag Along Election Deadline. Televisa shall notify theCompany that it is exercising its Sponsor Sale Tag Along Rights or will retain its Shares inthe Company within forty eight (48) hours after the latest to occur of the following (the“Sponsor Sale Election Deadline”):(b) the twentieth (20th) day after Televisa’s receipt of the Sponsor SaleNotice;(c) the fifth (5th) day after Televisa has been provided with the opportunityto have substantive meetings with those Prospective Buyer(s) that the ProspectiveSelling Stockholders consider likely to be in the final round of bidding in theSponsor Sale (which, for the avoidance of doubt, must include the ultimatepurchaser(s) of Shares in the Sponsor Sale) pursuant to Section 4.7.5(e)below; and(d) the fifth (5th) day after Televisa’s receipt of the final price and othermaterial contractual terms and conditions of the Sponsor Sale and definitivepurchase agreement (including, if a form of definitive purchase agreement wasprovided to Prospective Buyers, a blackline comparison of the final form ofdefinitive purchase agreement related to such Sponsor Sale against the formpreviously delivered to Televisa pursuant to Section 4.7.5(c) below, ifany);provided, that in any case, Section 4.10 shall have been complied with.4.7.3 Sponsor Sale Tag Along Information, Access and Negotiation Rights. Inthe event that Televisa provides a timely Sponsor Sale Tag Along Election, then Televisawill be entitled to (a) participate in all Board, committee or similar meetings related tosuch Sponsor Sale and all Sponsor Sale-related meetings of the Principal Investors in theircapacities as such and (b) receive all information regarding negotiation and discussionswith, and identities and proposed terms of, the Prospective Buyer(s). In the event thatTelevisa delivers a timely Sponsor Sale Tag Along Election (provided that it has not beenrevoked in accordance with Section 4.7.6), all subsequent changes to price and allsubsequent changes to, additions of, or elimination of, other material terms and conditionsshall be determined by the Prospective Selling Stockholders as defined in clause(f)(ii) of the definition of Prospective Selling Stockholder.
 
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4.7.4 Roll-Over. Subject to Section 4.7.6 below, if Televisa fails toexercise its Sponsor Sale Tag Along Rights before the Sponsor Sale Election Deadline ornotifiesthe Prospective Selling Stockholders and the Company by such Sponsor Sale ElectionDeadline that it will retain all of its Shares in the Company, then Televisa will be deemedto have elected not to exercise its Sponsor Sale Tag Along Rights but will be deemed to haveelected to retain all of its Shares in the Company (and each other Televisa Investor shallbe obligated (to the same extent as Televisa) to retain all of its Shares in the Company).In such event, Televisa shall have waived and be deemed to have waived all of its SponsorSale Tag Along Rights and other applicable rights under this Section 4.7 and anyother applicable rights pursuant to Section 4.1 hereof only with respect to suchSponsor Sale, and, the Prospective Selling Stockholders shall thereafter be free to Transferto the Prospective Buyer(s) without any further obligation to Televisa pursuant toSection 4.1 or this Section 4.7, except as otherwise provided in Section4.7.5 or 4.7.6, if applicable; provided that in no event shallTelevisa’s Capital Percentage or Equity Percentage or rights or obligations under anyTransaction Agreements be affected by such Transfer or Sponsor Sale. In such event, eachTelevisa Investor shall, if requested by the Prospective Selling Stockholders, vote itsrespective Shares in favor of the Sponsor Sale and as otherwise directed by the ProspectiveSelling Stockholders (in each case, if and to the extent any such vote is required) inconnection with the Sponsor Sale in order to effectuate the intent of this provision.4.7.5 Other Information and Access Rights. Subject to the provisions ofSection 4.4 of the Principal Investor Agreement, for any period after Televisa has receivedor was entitled to receive the Sponsor Sale Notice:(b) the Prospective Selling Stockholders shall keep Televisa generally apprisedof such Sponsor Sale process;(c) copies of any management presentations related to such Sponsor Sale thatare given or provided to Prospective Buyer(s) shall also be provided to Televisa;(d) copies of any forms of definitive transaction agreement or othertransaction documents setting forth the consideration and/or other material termsand conditions of such Sponsor Sale that are provided to Prospective Buyer(s) forcomment shall also be provided to Televisa;(e) access to all information included in any data room (including anyelectronic data room) set up in connection with such Sponsor Sale and to whichaccess has been given to Prospective Buyer(s) shall also be given to Televisa; and(f) Televisa shall have a reasonable opportunity to meet with those ProspectiveBuyer(s) that the Prospective Selling Stockholders believe are the likelypurchaser(s) of Shares in the Sponsor Sale (which, for the avoidance of doubt, mustinclude the ultimate purchaser(s) of Shares in the Sponsor Sale) before the finalbid in the Sponsor Sale process; provided, that (i) a representative of thePrincipal Investors may be present at all such meetings and (ii) Televisa shallpromptly copy each of the Prospective Selling Stockholders on all materialcorrespondence (including via electronic mail) of a Televisa Investor or arepresentative acting at the request thereof with any such Prospective Buyer(s)and/or the Company.
 
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4.7.6 Change in Material Terms. Notwithstanding the foregoing, if any of thefollowing are expected to occur: (x)(i) the equity value payable upon the Sponsor Salechanges by more than three and a half percent (3.5%), (ii) the percentage of the totalconsideration represented by cash changes by more than three and a half percent (3.5%),(iii) the type of consideration to be received changes, (iv) there is a three and a halfpercent (3.5%) or greater increase in the amount of the consideration to be escrowed or heldback to cover indemnification claims that may be asserted by the purchaser or in the eventof any earn-out or similar payment, (v) there is a three and a half percent (3.5%) orgreater increase in any cap on indemnification claims that may be recovered by the purchaserunder the definitive acquisition agreement, or (vi) there are one or more changes to anyother terms that a sophisticated non-U.S. investor would deem to be material to its decisionto make an investment in the Company (in the case of each of clauses (i) through(vi), as compared to the terms most recently furnished to Televisa pursuant toSection 4.7.2(c) or this Section 4.7.6, as applicable) or (y) there is achange in (i) the purchaser(s) (other than to one or more controlled Affiliates of suchpurchaser(s)) or (ii) terms that would have a material negative impact to the tax andregulatory components of Televisa’s investment in the Company (e.g., material change to thestructure of the investment), then the Prospective Selling Stockholders (other than theTelevisa Investors, if applicable) and the Company shall give at least forty eight (48)hours’ notice of and disclose such new terms and conditions to Televisa (a “ChangeNotice”), each Televisa Investor’s most recently effective Sponsor Sale Tag AlongElection, if any, shall be deemed to be revoked, and Televisa shall notify the Company and,prior to the Principal Investor Sell-Down, the Prospective Selling Stockholders (other thanthe Televisa Investors, as applicable), within forty eight (48) hours (in the case ofclause (x)) or five (5) days (in the case of clause (y)) from receipt of theChange Notice whether it (i) elects to exercise its respective Sponsor Sale Tag Along Rights(which election shall be deemed to be a new, irrevocable Sponsor Sale Tag Along Election,unless the material terms or conditions of the Sponsor Sale change again in the mannerdescribed above, in which case the requirements of this Section 4.7.6 shall applyonce again), and in which case, each of the Televisa Investors shall be obligated (in theevent Televisa so exercises its respective Sponsor Sale Tag Along Rights, to the same extentas Televisa) to participate in such Sponsor Sale on the terms and conditions consistent withSection 4.4.2 (which terms and conditions, for the avoidance of doubt, include theallocation of Tag Eligible Shares to be sold pursuant to Section 4.1.4 above, ifapplicable, and subject to Section 4.4.4 in the case of Convertible Securities,including any election by the Prospective Buyer(s) to acquire the Convertible Securitiesinstead of the underlying shares of Common Stock in accordance with Section 4.4.4)specified herein, or (ii) will retain its Shares in the Company, and in which case, each ofthe other Televisa Investors shall be obligated to retain its respective Shares in theCompany. Nothing in this Section 4.7.6 shall be construed so as to reduce the timeperiods provided for in Section 4.7.2 (including the time period followingTelevisa’s meeting with the ultimate purchaser(s)).
 
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4.7.7 Confidentiality. All confidential and/or proprietary informationrelating to the Sponsor Sale that is provided or made available to the Televisa Investorsshall be kept strictly confidential in accordance with Section 10.10.1.4.7.8 Sunset. All of the Televisa Investors’ rights under this Section4.7 shall terminate immediately upon a Televisa Sell-Down.4.7.9 No Rights of First Offer or Refusal. For the avoidance of doubt, neitherthe rights of first offer described in Section 4.6 nor the Preferential Right ofFirst Refusal shall apply in connection with any Transfer of Shares that would result in aChange of Control.4.7.10 Parallel Sales Process. From the date of delivery of a Sponsor SaleNotice to the date of the closing of a Sponsor Sale or termination of the process relatingto such Sponsor Sale, so long as the Company is actively and in good faith pursuing themarketing, negotiation or consummation of such Sponsor Sale, the Televisa Investors shallnot Transfer Shares or direct, request or induce another Person who is not a TelevisaInvestor to Transfer Shares, other than Transfers by any Televisa Investor in the publicmarket (provided that Televisa shall not exercise any of its demand registrationrights under the Participation, Registration Rights and Coordination Agreement during suchperiod) to any Person (other than a Permitted Transferee) (or actively and intentionallyfacilitate any such Transfer), other than as part of a Sponsor Sale as provided herein oroffer to arrange financing to any Person related to the purchase of Shares. The TelevisaInvestors further agree not to participate in or form a Group in connection with any salesprocess relating to either a transaction to effect a Merger Exit or Sponsor Sale other thanas set forth in the Change of Control Procedures. For the avoidance of doubt, thisSection 4.7.10 shall in no way derogate from Section 8.3 of the InvestmentAgreement.4.7.11 Miscellaneous. Each of the PITV Investors hereby acknowledges andagrees that time is of the essence for all purposes under this Section 4.7. Alltime periods provided in this Section 4.7 are subject to extension during thependency of, and to comply with and be consistent with any remedies set forth in, anyapplicable Arbitrator Determination as contemplated in Section 4.9 below.
 
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4.8 The Televisa Investors’ Rights and Obligations in the Event of a Merger Exit.Notwithstanding anything to the contrary herein, in the event that the Majority PrincipalInvestors or the Company propose to effectuate a Merger Exit, then the following provisions shallapply:4.8.1 Notice and Exercise. The Prospective Selling Stockholders shall furnisha written notice of their intention to pursue a Merger Exit to the Company, which shallpromptly furnish such notice to Televisa, or the Company shall furnish a written notice ofits or the Board’s intention to pursue a Merger Exit to Televisa (any such notice referencedin this sentence, the “Merger Exit Notice”). The Merger Exit Notice shall provideTelevisa the right to elect to:(b) include a percentage of Shares held by it that is equal to the percentageof Shares owned by the Prospective Selling Stockholders (which may be all otherStockholders) that are proposed to be Sold (*e.g.*, converted or sold pursuant to themerger) by the Prospective Selling Stockholders (which may be all otherStockholders) to a Prospective Buyer in such Merger Exit (which may be of a singleclass or of multiple classes), on the same terms and conditions (subject toSection 4.4.4 in the case of Convertible Securities and without prejudice tothe rights of the holder of Convertible Securities with respect to the conversion,exercise or exchange of such Convertible Securities and any entitlement to anypayment of premium thereon or thereunder, including any premiums payable underSection 4(a) or 5(a) of the TV Debentures, and subject to Section 4.4.1under all circumstances in connection with such Merger Exit) as the terms andconditions that are applicable to the Prospective Selling Stockholders (which may beall other Stockholders), in any case consistent with Section 4.4.2(“Merger Exit Participation Rights”) by furnishing to the Company, whichshall promptly furnish to the Prospective Selling Stockholders, a written electionexercising such Merger Exit Participation Rights (the “Merger Exit ParticipationElection”) on or before the Merger Exit Election Deadline, which election shallbe irrevocable except as otherwise provided in Section 4.8.9, if applicable;or(c) roll-over all of its Shares into equity of the Acquiror (and receive cashto the extent provided in Section 4.8.6(b)). For the avoidance of doubt, shares of Class A Common Stock, Class B Common Stock, Class C Common Stock and ClassD Common Stock shall be treated as a single class for purposes of this Section4.8.4.8.2 Merger Exit Participation Election Deadline. Televisa shall notify theCompany either that it is exercising its Merger Exit Participation Rights or will retain itsShares in the Company within forty eight (48) hours after the latest to occur of thefollowing (the “Merger Exit Election Deadline”):(b) the twentieth (20th) day after Televisa’s receipt of the Merger ExitNotice;(c) the fifth (5th) day after Televisa has been provided with the opportunityto have substantive meetings with those Prospective Buyer(s) that the ProspectiveSelling Stockholders (or, after the Principal Investor Sell-Down, the Board)consider likely to be in the final round of bidding in the Merger Exit (which, forthe avoidance of doubt, must include the ultimate purchaser(s) of Shares in theMerger Exit) pursuant to Section 4.8.8(e) below; and(d) the fifth (5th) day after Televisa’s receipt of the price and othermaterial contractual terms and conditions of the Merger Exit and definitive purchaseagreement (including, if a form of definitive purchase agreement was provided toProspective Buyers, a blackline comparison of the final form of definitive purchaseagreement related to such Merger Exit against the form previously delivered toTelevisa pursuant to Section 4.8.8(c) below, if any);provided, that in any case, Section 4.10 shall have been complied with.
 
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4.8.3 Rights in the Absence of a Merger Exit Participation Election; RightsFollowing a Merger Exit Participation Election.(b) Roll-Over. If Televisa fails to provide a timely Merger ExitParticipation Election, then the Televisa Investors shall, subject to Section4.10, roll-over all of their Shares into equity of the Acquiror (and receivecash to the extent provided in Section 4.8.6(b)). For the avoidance ofdoubt, the Acquiror shall assume the obligations under any TV Debentures that are sorolled-over. In the event that Televisa delivers a timely Merger Exit ParticipationElection, then each other Televisa Investor shall be obligated (to the same extentas Televisa) to participate in such Merger Exit on the terms and conditionsspecified herein.(c) Merger Exit Information, Access and Negotiation Rights. In theevent that Televisa delivers a timely Merger Exit Participation Election(provided, that it has not been revoked in accordance with Section4.8.9), then Televisa will be entitled to (a) participate in all Board,committee or similar meetings related to such Merger Exit and, assuming there arePrincipal Investors, all Merger Exit-related meetings of the Principal Investors intheir capacities as such and (b) receive all information regarding negotiation anddiscussions with, and identities and proposed terms of, the Prospective Buyer(s).In the event that Televisa delivers a timely Merger Exit Participation Election(provided, that it has not been revoked in accordance with Section4.8.9), all subsequent changes to price and all subsequent changes to, additionsof, or elimination of, other material terms and conditions shall be determined bythe Prospective Selling Stockholders as defined in clause (g)(ii) of thedefinition of Prospective Selling Stockholder (or, after the Principal InvestorSell-Down, the Board and, if Televisa has timely made a Merger Exit ParticipationElection, the Majority Televisa Investors).4.8.4 Voting Agreement. Subject to Section 4.10 and provided that theprovisions of this Section 4.8 have been complied with, each of the TelevisaInvestors shall (a) cast all votes to which they are entitled in respect of their Shares,whether at any annual or special meeting, by written consent or otherwise, in such manner asthe Prospective Selling Stockholders (or, after the Principal Investor Sell-Down, the Board)may instruct by written notice to the Televisa Investors to approve any aspect or aspects ofthe Merger Exit or, if the Prospective Selling Stockholders (or, after the PrincipalInvestor Sell-Down, the Board) so instruct, against any proposal competing against or whichmay impede or delay the Merger Exit, including any proposal to approve any amendment to theCharter, any sale, merger, consolidation, reorganization or any other transaction or seriesof transactions involving the Company or its subsidiaries (or all or any portion of theirrespective assets) solely to effectuate the Merger Exit and subject to the rights of theTelevisa Investors under this Section 4.8, (b) agree to waive any dissenters’rights, appraisal rights or similar rights, (c) reasonably cooperate with the ProspectiveSelling Stockholders (or, after the Principal Investor Sell-Down, the Board) with respect tothe Merger Exit and roll over, including executing, acknowledging and delivering consents,assignments, and other documents or instruments, furnishinginformation and copies of documents, filing applications, reports, returns, filings andother documents or instruments with Governmental Authorities, in each case, to the extentnecessary (as reasonably determined by the Company’s outside legal counsel, which shall be anationally recognized law firm with expertise in Federal Communications Laws) and notinconsistent with the Televisa Investor’s rights under the Transaction Agreements, (d)otherwise take all other actions required pursuant to Sections 4.3 and 4.4and (e) unless such Televisa Investor has exercised its Merger Exit Participation Rights,and to the extent not occurring by virtue of operation of Law, roll-over all of its Sharesinto equity of the Acquiror (and receive cash to the extent provided in Section4.8.6(b)) in the Merger Exit. In connection with any FCC filing required with regardsto any Merger Exit, the Company shall file such FCC applications as it is required to filein order to obtain such FCC approval, and the Televisa Investors shall cooperate with theCompany and promptly provide the Company with any and all information necessary (asreasonably determined by the Company’s outside legal counsel, which shall be a nationallyrecognized law firm with expertise in Federal Communications Laws) to complete the filing ofsuch applications. The Company shall use its reasonable best efforts to obtain such FCCapproval, including (y) diligently prosecuting such applications, including opposing anypetitions to deny, or other objections filed with respect to, such FCC applications, and (z)promptly taking all other actions reasonably requested by the Prospective SellingStockholders (or, after the Principal Investor Sell-Down, the Board) as necessary, desirableand/or appropriate to facilitate obtaining such FCC approval.
 
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4.8.5 Proxy. If any of the Televisa Investors fails to vote all Shares towhich they are entitled in respect of their Shares in compliance with Section 4.8.4,or changes such vote without written approval of the Majority Principal Investors (or, afterthe Principal Investor Sell-Down, the Board), then within five (5) days of receiving awritten notice from the Company regarding such non-compliance or change, the MajorityPrincipal Investors (or, after the Principal Investor Sell-Down, the Board) shall have aproxy to vote such Televisa Investor’s Shares in accordance with the agreements contained inSection 4.8.4. The power and authority to exercise the proxy granted hereby shallbe exercised if and only if the matter to be voted on has been approved by the MajorityPrincipal Investors (or, after the Principal Investor Sell-Down, the Board) and shall beexercised on terms consistent with such approval. The proxy granted hereby is irrevocableand coupled with an interest sufficient in Law to support irrevocable power.4.8.6 Results of Merger Exit.(b) Subject to clauses (c) and (d) hereof, each of the TelevisaInvestors acknowledges and agrees that (i) the value of its Pre TransactionPercentage could be greater than the implied value of the same numerical percentageownership (on a fully-diluted basis) of the Acquiror immediately after giving effectto such Merger Exit (*e.g.*, due to Acquiror’s increase in the Company’s leverage toeffect the Merger Exit but in any case subject to Section 4.4.3 of Article EIGHTH ofthe Charter) and (ii) such Televisa Investor’s Pre Transaction Percentage could begreater than its Post Transaction Percentage (but only as a result of the Acquirorand/or its equity holders (in each case, that are not Affiliated with any of thePrincipal Investors) contributing cash (and no other assets) into the Companyin connection with such Merger Exit).
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**(c) Notwithstanding Section 4.8.6(a), a Merger Exit shall not cause thePost Transaction Percentage of a Televisa Investor to be less than *** of the PreTransaction Percentage of such Televisa Investor and shall not cause the aggregatePost Transaction Percentage of all of the Televisa Investors to be reduced below:(i) *** (if (x) the Capital Percentage of the Televisa Investors, inthe aggregate, is *** immediately prior to such Merger Exit and (y) all ofthe Televisa Investors rolled over their equity in such Merger Exit) inconnection with such Merger Exit);(ii) if (x) the Capital Percentage of the Televisa Investors, in theaggregate, is greater than *** but less than *** immediately prior to suchMerger Exit and (y) all of the Televisa Investors rolled over their equityin such Merger Exit, a percentage equal to *** multiplied by the CapitalPercentage of the Televisa Investors, in the aggregate, immediately prior tosuch Merger Exit (but in any event not less than ***);(iii) *** (if (x) the Capital Percentage of the Televisa Investors is,in the aggregate, *** immediately prior to such Merger Exit and (y) all ofthe Televisa Investors rolled over their equity in such Merger Exit inconnection with such Merger Exit); or(iv) if (x) the Capital Percentage of the Televisa Investors, in theaggregate, is less than *** immediately prior to such Merger Exit and (y)all of the Televisa Investors rolled over their equity in such Merger Exitin connection with such Merger Exit, a percentage equal to *** multiplied bythe Capital Percentage of the Televisa Investors, in the aggregate,immediately prior to such Merger Exit.(d) In connection with any Merger Exit, each of the Televisa Investors shall begranted the right to purchase for cash additional debentures in substantially theform of the TV Debentures (or, at Televisa’s election, warrants in substantially theform of the TV Warrants or equity) at or after the closing of the Merger Exit at thesame implied price per share of the applicable security as paid by the Acquiror (orits controlling shareholders) in connection with the Merger Exit for such(underlying) security so that its Post Transaction Percentage equals its PreTransaction Percentage (or any lesser percentage that such Televisa Investor mayelect). Each of the Principal Investors and the Company acknowledges and agreesthat each Televisa Investor’s respective Pre Transaction Percentages may not beeliminated or diluted in any other Transfers (or transaction providing liquidity toany of the Principal Investors) by any of the Principal Investors or eliminated inany other transaction.
 
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(e) Subject to clauses (b) and (c) above, in the event of aMerger Exit in which any Televisa Investor does not exercise its Merger ExitParticipation Rights, the Acquiror shall assume the obligations under such TelevisaInvestor’s TV Debentures pursuant to Section 4.8.3(a) and such TelevisaInvestor shall, in exchange for shares of Common Stock and TV Warrants it heldimmediately prior to the Merger Exit, receive shares of common stock (or, in thecase of TV Warrants, warrants to acquire shares of common stock) in the Acquirorwith substantially the same terms as the shares of Common Stock it held immediatelyprior to the Merger Exit which have an aggregate value, based on the implied equityvalue of the Acquiror immediately after the Merger Exit (it being understood thatthe value of any indebtedness incurred by the Acquiror in connection with suchMerger Exit shall be equal to the principal amount thereof so long as all of theproceeds of such indebtedness are held by the Acquiror until the effective time ofthe Merger Exit), equal to the value of the shares of Common Stock (including sharesof Common Stock underlying TV Warrants) held by such Televisa Investor immediatelyprior to such Merger Exit, with the value of each share of Common Stock (including shares of Common Stock underlying the TV Warrants) held by such Televisa Investor tobe deemed to be equal to the Merger Price. To the extent the Capital Percentage(calculated by reference to common stock (and securities convertible or exchangeablefor common stock, including the assumed TV Debentures) of the Acquiror instead of byreference to the Common Stock and Convertible Securities of the Company) wouldexceed the Maximum Capital Percentage as a result of the acquisition of such sharesof stock in the Acquiror and the Acquiror’s assumption of the TV Debentures, theCompany shall elect to redeem an amount of TV Debentures sufficient to reduce theCapital Percentage to the Maximum Capital Percentage and, for the avoidance ofdoubt, the Redemption Price and the Applicable Premium (as defined in the TVDebentures) shall be paid by the Company (or the Acquiror, as applicable) to suchTelevisa Investor pursuant to the terms of Section 4(a) of the TV Debentures. Forthe avoidance of doubt, the Company shall also be entitled to elect to redeem anyamounts of TV Debentures pursuant to the terms of Section 4(a) of the TV Debenturesand, in the event that the Company makes such election and a Televisa Investor thatis the holder thereof elects pursuant to Section 5(a) of the TV Debentures toconvert the principal amount of such TV Debentures or any portion thereof into TVWarrants, then such TV Warrants shall be exercisable following the Merger Exit for shares of common stock of the Acquiror and such Televisa Investor shall be entitledto receive the Applicable Premium (as defined in the TV Debentures) in respect ofsuch converted TV Debentures pursuant to the terms of the TV Debentures. Theparties acknowledge and agree that in a Merger Exit, the Televisa Investors will notreceive value with respect to their Shares (on an as-converted basis) on a per Sharebasis in a Merger Exit that is less than the value that other stockholders receivefor their Shares on a per Share basis in such Merger Exit, with the value of suchShares (on an as-converted basis) held by such Televisa Investor to be deemed to beequal to the Merger Price, even though the form of consideration for the TelevisaInvestors’ Shares may differ in accordance with the terms hereof, including inaccordance with this clause (d),and in the event that any Principal Investors do not participate in the MergerExit and elect to receive shares of the Acquiror in exchange for their shares ofCommon Stock, the shares of the Acquiror provided to the Televisa Investors who donot exercise their Merger Exit Participation Rights shall be valued on the samebasis as the shares of the Acquiror provided to such Principal Investors (unlesssuch basis would result in the Televisa Investors receiving less consideration fortheir Shares than the provisions of this Section 4.8.6 would otherwiserequire).
 
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4.8.7 Non-Circumvention. The Principal Investors, the Company, its parent entitiesand subsidiaries will use good faith efforts not to structure arrangements or agreements ina manner to circumvent the provisions of Section 4.8.6.4.8.8 Other Information and Access Rights. Subject to Section 4.4 of thePrincipal Investor Agreement, for any period after Televisa has received the Merger ExitNotice:(b) the Prospective Selling Stockholders and the Board or the Company shallkeep Televisa generally apprised of such Merger Exit process;(c) copies of any management presentations related to such Merger Exit that aregiven or provided to the Prospective Buyer(s) shall also be provided to Televisa;(d) copies of any forms of definitive transaction agreements or othertransaction documents setting forth the consideration and/or other material termsand conditions of such Merger Exit that are provided to the Prospective Buyer(s) forcomment shall also be provided to Televisa;(e) access to all information included in any data room (including anyelectronic data room) set up in connection with such Merger Exit and to which accesshas been given to the Prospective Buyer(s) shall also be given to Televisa; and(f) Televisa shall have a reasonable opportunity to meet with those ProspectiveBuyer(s) that the Prospective Selling Stockholders (or, after the Principal InvestorSell-Down, the Board) believe are the likely purchaser(s) of Shares in the MergerExit (which, for the avoidance of doubt, must include the ultimate purchaser(s) ofShares in the Merger Exit) before the final bid in the Merger Exit process;provided that (i) if there are any Principal Investors, a representative ofthe Principal Investors may be present at all such meetings and, (ii) if there areany Principal Investors, Televisa shall promptly copy each of the ProspectiveSelling Stockholders on all material correspondence (including via electronic mail)of a Televisa Investor or a representative acting at the request thereof with anysuch Prospective Buyer(s) and/or the Company.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OFTHIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TORULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILEDTHE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**4.8.9 Change in Material Terms. Notwithstanding the foregoing, if any of thefollowing are expected to occur: (x)(i) the equity value payable upon a Merger Exit changesby more than ***, (ii) the percentage of the total consideration represented bycash changes by more than ***, (iii) the type of consideration to be received changes,(iv) there is *** increase in the amount of the consideration to be escrowed or held back tocover indemnification claims that may be asserted by the Acquiror or in the event of anyearn-out or similar payment, (v) there is *** increase in any cap on indemnification claimsthat may be recovered by the Acquiror under the definitive acquisition agreement, or (vi)there are one or more changes to any other terms that a sophisticated non-U.S. investorwould deem to be material to its decision to make an investment in the Company (in the caseof each of clauses (i) through (vi), as compared to the terms most recently furnished toTelevisa pursuant to Section 4.8.2(c) or this Section 4.8.9, as applicable)or (y) there is a change in (i) the Acquiror(s) (other than to one or more controlledAffiliates of such Acquiror(s)) or (ii) terms that would have a material negative impact tothe tax and regulatory components of Televisa’s investment in the Company (e.g., materialchange to the structure of the investment), then the Prospective Selling Stockholders (otherthan the Televisa Investors, as applicable) and the Company shall give at least forty eight(48) hours’ notice of and disclose such new terms and conditions to Televisa in a ChangeNotice, Televisa’s most recently effective Merger Exit Participation Election, if any, shallbe deemed to be revoked, and Televisa shall notify the Company and, prior to the PrincipalInvestor Sell-Down, the Prospective Selling Stockholders (other than the Televisa Investors,as applicable), within forty eight (48) hours (in the case of clause (x)) or five(5) days (in the case of clause (y)) from receipt of the Change Notice whether it(i) elects to exercise its Merger Exit Participation Rights (which election shall be deemedto be a new, irrevocable Merger Exit Participation Election, unless the material terms orconditions of the Merger Exit change again in the manner described above, in which case therequirements of this Section 4.8.9 shall apply once again), in which case, eachother Televisa Investor shall be obligated (in the event Televisa so exercises its MergerExit Participation Rights, to the same extent as Televisa) to participate in such MergerExit on the terms and conditions specified herein, or (ii) subject to Section 4.10,roll-over all of its Shares into equity of the Acquiror and receive cash to the extentprovided in Section 4.8.6(b), in which case, each other Televisa Investor shall beobligated to roll-over all of its respective Shares into equity of the Acquiror and receivecash to the extent provided in Section 4.8.6(b). Nothing in this Section4.8.9 shall be construed so as to reduce the time periods provided for in Section4.8.2 (including the time period following Televisa’s meeting with the ultimatepurchaser(s)).4.8.10 Confidentiality. All confidential and/or proprietary information relating tothe Merger Exit that is provided or made available to the Televisa Investors shall be keptstrictly confidential in accordance with Section 10.10.1.4.8.11 No Rights of First Offer or Refusal. ***4.8.12 Parallel Sales Process. From the date of delivery of a Merger ExitNotice to the date of the closing of a Merger Exit or termination of the process relating tosuch Merger Exit, so long as the Company is actively and in good faith pursuing theconsummation of such Merger Exit, Televisa shall not direct, request or induce anotherPerson who is not a Televisa Investor to Transfer Shares held by Televisa, other thanTransfers in the public market (provided that Televisa shall not exercise any demandregistration rights under the Participation, Registration Rights and CoordinationAgreement during such period) to any Person (or actively and intentionally facilitate anysuch Transfer), other than as part of a Merger Exit as provided herein or offer to arrangefinancing to any Person related to the purchase of Shares. The Televisa Investors furtheragree not to participate in or form a Group in connection with any sales process relating toeither a transaction to effect a Sponsor Sale or Merger Exit other than as set forth in theChange of Control Procedures. For the avoidance of doubt, this Section 4.8.12 shallin no way derogate from Section 8.3 of the Investment Agreement.
 
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4.8.13 Miscellaneous. Each of the PITV Investors and the Company herebyacknowledges and agrees that time is of the essence for all purposes under this Section4.8. All time periods provided in this Section 4.8 are subject to extensionduring the pendency of, and to comply with and be consistent with any remedies set forth in,any applicable Arbitrator Determination as contemplated in Section 4.9 below.4.8.14 Sunset. All of the Televisa Investors’ rights under this Section4.8 shall terminate immediately upon a Televisa Sell-Down.4.9 Compliance with Sponsor Sale and Merger Exit Procedures. In the event of anydispute between or among the parties to this Agreement relating to or arising out of the TelevisaInvestors’ rights and obligations in the event of either a Sponsor Sale or a Merger Exit as setforth in Section 4.7 or 4.8 (collectively, the “Change of ControlProcedures”) or whether a Change of Control is a Compliant Change of Control Transaction, theterms of this Section 4.9 shall apply. For the avoidance of doubt, no Change of Controlthat is not subject to Section 4.7 or 4.8 or is not a Compliant Change of ControlTransaction may be effectuated; itbeingunderstood that any disputesregarding compliance with such sections shall be subject to Section 4.9.4.9.1 Selection of Arbitrator. Set forth on Schedule 4.9 hereof is alist of Persons qualified as of the Televisa Closing to serve as an arbitrator of disputesarising out of or relating to the Change of Control Procedures. The Company and Televisawill review such list every two years and update it to the extent the parties mutuallyagree. As promptly as practicable following the delivery of either a Sponsor Sale Notice ora Merger Exit Notice, the Company and Televisa shall contact the first arbitrator listed onSchedule 4.9 and ask him to serve. If such arbitrator is unable to serve (includingbecause of a conflict) or does not accept within five (5) Business Days, then the Companyand Televisa shall contact the next arbitrator on the list and repeat this process until anarbitrator is willing and able and agrees to serve as the Arbitrator. In the event that noarbitrator listed on Schedule 4.9 is willing to serve as the Arbitrator, then theCompany, acting at the direction of the Majority Principal Investors (or, after thePrincipal Investor Sell-Down, the Board), and Televisa shall as promptly as practicablemutually agree on a current or former partner of a nationally recognized law firm whoseprincipal practice is or was public mergers and acquisitions to serve as the Arbitrator.The Arbitrator who is willing and able to serve and agrees to serve shall be the“Arbitrator.”
 
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4.9.2 Initial Meeting. As promptly as practicable following the delivery ofeither a Sponsor Sale Notice or a Merger Exit Notice, the Company and Televisa will discusswith the Arbitrator the general process that is anticipated and procedures that theArbitrator may desire to implement in order to be kept informed of material events relatedto such Sponsor Sale or Merger Exit process.4.9.3 Breach of Change of Control Procedures. If, at any time after deliveryand receipt of a Sponsor Sale Notice or a Merger Exit Notice and selection of the Arbitratorpursuant to Section 4.9.1, either the Company or Televisa (i) believes that theother party (including the Principal Investors) has breached or failed to comply with any ofits obligations required by the Change of Control Procedures (including any obligations setforth in an Arbitrator Determination), (ii) believes that there has been a failure of any ofthe conditions for its benefit in the Change of Control Procedures, (iii) believes that aChange of Control is or will not be a Compliant Change of Control Transaction, or (iv)otherwise disputes any matter relating to the applicable Change of Control, then the Companyor Televisa, as applicable, will promptly deliver written notice to the other party and theArbitrator alleging such breach or failure and setting forth in reasonable detail the factsand circumstances relating to such alleged breach or failure (the “Breach Notice”).In the event that any party hereto becomes aware of a breach or failure which it intends toform the basis for a Breach Notice, such party shall promptly notify the other partieshereto and the Arbitrator. The Company and Televisa shall exercise commercially reasonableefforts to mutually resolve the issues set forth in the Breach Notice and, if applicable, tocure any actual breach of the Change of Control Procedures. If either party believes thatthe issues set forth in the Breach Notice have not been resolved by the parties within two(2) Business Days of delivery of the Breach Notice, such party may submit to the Arbitratora written request that the Arbitrator determine whether a breach or failure exists and theappropriate cure or remedy for such breach or failure (the “Arbitration Request”).The Arbitration Request shall be delivered to the non-requesting party on the same date itis delivered to the Arbitrator.4.9.4 Determination of Arbitrator. The Arbitrator shall have full power andauthority to resolve all disputes (including the discretion to order proceedings in themanner the Arbitrator believes will allow appropriate review of any disputes put before theArbitrator) and, subject to Section 4.9.5, order remedies relating to the parties’non-compliance with the Change of Control Procedures, to interpret the requirements of theChange of Control Procedures, or otherwise relating to the applicable Change of Control.The Arbitrator shall, by the end of the third (3rd) Business Day following thedate of the Arbitrator’s receipt of the Breach Notice (or, if the Arbitrator determines thatadditional time is necessary, within such additional amount of time), provide a writtendetermination (the “Arbitrator Determination”) setting forth whether either partyhas committed a breach of the Change of Control Procedures (or such other applicabledetermination) and the appropriate cure or remedy for such breach. The ArbitratorDetermination shall be final and binding upon the Company, the Principal Investors and theTelevisa Investors (unless vacated or modified by the Delaware Court on the ground that theArbitrator was biased or engaged in improper conduct or that the ruling was outside thejurisdiction of the Arbitrator as set forth in this Section 4.9), none of theCompany, the Televisa Investors or the Principal Investors shall have the right to appealsuch Arbitrator Determination in any court or otherwise commence any legal action withrespect to the breach(es) alleged in the Breach Notice or the cure or remedy ordered by theArbitrator (other than on the ground that the Arbitrator was biased or engaged in improperconduct or that the ruling was outside the jurisdiction of the Arbitrator as set forth inthis Section 4.9). All issues concerning the arbitrability of any matter relatingto the Change of Control Procedures or the applicable Change of Control shall be determinedby the Arbitrator and not by any court of law or any other method. The jurisdiction of theArbitrator shall be limited to enforcing the terms of the Change of Control Procedures,ensuring that a Change of Control is a Compliant Change of Control Transaction, and/orresolving any other disputed matters relating to the applicable Change of Control during theSponsor Sale or Merger Exit process and promptly thereafter in connection with any claims ofbreach of or non-compliance with the Change of Control Procedures, that a Change of Controlwas not a Compliant Change of Control Transaction, and/or relating to the applicable Changeof Control, including with respect to the remedies set forth under Section 4.9.5.The Arbitrator shall not have jurisdiction before the initiation of or, except as providedin the foregoing sentence, following the consummation or other termination of the SponsorSale or Merger Exit process. Any Arbitrator Determination shall be enforceable in theDelaware Court, and such Delaware Court shall have the power to order provisional remediesto enforce such Arbitrator Determination, and the parties consent to in personamjurisdiction in such court, and no actions arising out of or relating to the Change ofControl Procedures or a Change of Control or the arbitration relating thereto may becommenced in any other court.
 
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4.9.5 Remedies. The remedies set forth in the Arbitrator Determination shallbe designed by the Arbitrator in a manner as to (x) remedy promptly the breach or failure tocomply with or failure of conditions in the Change of Control Procedures, (y) permit theSponsor Sale or Merger Exit to proceed expeditiously (both before and after execution of thedefinitive agreements between the Prospective Selling Stockholders and/or the Company andthe Prospective Buyer(s) and as set forth in any such definitive agreement), unless suchSponsor Sale or Merger Exit is not permitted under this Agreement or under the TransactionAgreements (for example, if such transaction is with a Restricted Person or is not compliantwith Section 4.10) and (z) ensure that any permissible Change of Control transactionis a Compliant Change of Control Transaction. The remedies the Arbitrator may designate inthe Arbitrator Determination shall be limited to the following:(b) The Arbitrator may award equitable relief including (x) mandatoryinjunctions compelling the Company, the Principal Investors or the TelevisaInvestors to act and (y) prohibitory injunctions restraining the Company, thePrincipal Investors or the Televisa Investors from any action, in each case, inconnection with the Sponsor Sale or Merger Exit process. Such equitable relief mayinclude, but shall not be limited to, the following:(i) in the event that the Arbitrator determines that the breachingparty has not provided the aggrieved party with the amount of time to make aspecified decision or take a specified action as required by the Change ofControl Procedures, the remedy shall be providing theaggrieved party with such amount of time following the ArbitratorDetermination so that the aggrieved party may make such decision or takesuch action;
 
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(ii) in the event that the Arbitrator determines that the breachingparty has not provided the aggrieved party with information as required bythe Change of Control Procedures, the remedy shall be that the breachingparty shall provide the aggrieved party with such information and providingthe aggrieved party with the time periods following the ArbitratorDetermination set forth in this Agreement relating to its review of suchinformation;(iii) in the event that the Arbitrator determines that the breachingparty has failed to act or inform the aggrieved party of a decision within acertain period of time as required by the Change of Control Procedures, theremedy shall be that the breaching party is immediately required to takesuch action or make such decision; and(iv) other equitable or interim relief that the Arbitrator deemsappropriate.(c) The Arbitrator shall have no jurisdiction at any time to award monetaryrelief for any breach or failure to act; and(d) The Arbitrator shall be permitted, in the Arbitrator’s sole discretion, todeclare any Change of Control (whether a Sponsor Sale, a Merger Exit or otherwise) aCompliant Change of Control Transaction or declare any Change of Control which isnot a Compliant Change of Control Transaction to be null and void *ab initio*, and inall cases shall provide other equitable relief sufficient to ensure that theapplicable Change of Control proceeds as promptly as practicable and results in aCompliant Change of Control Transaction.4.9.6 Cooperation with Arbitrator. The Company, the Principal Investors andthe Televisa Investors shall fully cooperate with the Arbitrator and provide the Arbitratorwith all information reasonably necessary to make the Arbitration Determination. Upon therequest of the Arbitrator, each of the Company, the Principal Investors and the TelevisaInvestors shall make its officers and representatives readily available for conferences andmeetings with the Arbitrator to expedite the delivery of the Arbitration Determination;provided that there shall be no *ex parte*communication between any party or itsrepresentatives and the Arbitrator.4.9.7 Pendency of Arbitration. The Company, the Principal Investors and theTelevisa Investors acknowledge and agree that no definitive agreement providing for aSponsor Sale or Merger Exit shall be executed and no Sponsor Sale or Merger Exit shall beconsummated (i) until an Arbitrator has been appointed and there is an opportunity for theparties to hold the initial meeting with the Arbitrator to discuss the Change of Controlprocess as contemplated by Section 4.9.2, (ii) during the pendency of theArbitrator’sreview of an Arbitration Request brought by Televisa or an Arbitration Request relatingto a right or condition for the benefit of the Televisa Investors, including any ArbitrationRequest relating to a failure to comply with any Arbitrator Determination or (iii) until theArbitrator Determination has been fully complied with.
 
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4.9.8 Expenses of the Arbitrator. The fees, costs and expenses of theArbitrator incurred in connection with the Arbitrator’s investigation of and determinationwith respect to any breach alleged in a Breach Notice shall be borne by the Company.4.9.9 Confidentiality. For the avoidance of doubt, any arbitration arisingout of the Change of Control Procedures and all discussions or communications relatingthereto shall be subject to the confidentiality obligations set forth in Section10.10.1.4.10 Tax Matters.4.10.1 Exit Transaction. Subject to Section 4.10.3, prior to executinga binding agreement providing for, or entering into or consummating, any transaction orseries of related transactions that would result in a sale or exchange or similar Transfer(e.g., conversion in a merger) of all or a substantial portion of the Shares held by thePrincipal Investors and Televisa or a sale of all or substantially all of the assets of theCompany (it being understood that if the Company is not the ultimate parent company ofUnivision whose shares are held by the Principal Investors and Televisa Investors, theprovisions of this Section 4.10 shall instead apply to such parent company and references tothe “Company” and the “Shares” shall be deemed to be references to such parent company and shares of such parent company, respectively) or the Company and its subsidiaries (consideredcollectively) (including a Sponsor Sale or Merger Exit) (an “Exit Transaction”), thePrincipal Investors will (i) provide Televisa with a written description of such ExitTransaction, including the price, form of consideration and other key contractual terms andconditions of such Exit Transaction consistent with a Sponsor Sale Notice or Merger ExitNotice (regardless of whether such notices are required to be delivered pursuant to theChange of Control Procedures), (ii) provide Televisa with a reasonable opportunity toevaluate the tax consequences to Televisa of such Exit Transaction, and (iii) at Televisa’srequest, implement modifications to such transaction structure or alternative transactionstructures proposed by Televisa in view of adverse tax consequences or tax benefits;provided, that such modifications or alternative transaction structures do notresult in an adverse impact to the Principal Investors that is material to the PrincipalInvestors relative to their anticipated net proceeds in the Exit Transaction.4.10.2 Exit Transactions Requiring the Consent of Televisa. NotwithstandingSection 4.10.1 or any provisions of the Transaction Agreements other than thisSection 4.10, the Principal Investors and/or the Company will not be permitted toexecute a binding agreement providing for, or enter into or consummate, any Exit Transactiondescribed below without Televisa’s prior written consent:(b) any Exit Transaction that would have adverse U.S. tax consequences thatwould be material to Televisa or any of its Affiliates if Televisa and/or suchAffiliates were U.S. corporations; or
 
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(c) unless Televisa obtains a ruling from the Mexican taxing authorities (whichTelevisa must use commercially reasonable efforts to obtain upon request by theCompany), in form and substance satisfactory to Televisa, confirming the tax-freenature of such a transaction to Televisa and its subsidiaries, any Exit Transactionthat is structured as:(i) a transaction in which Shares held by Televisa are exchanged(whether by merger or otherwise) for securities of any other entity;(ii) a merger in which the Company is the surviving entity and theShares held by Televisa are exchanged for cash and/or securities and/orother assets;(iii) a merger in which the Company is not the surviving entity;(iv) a sale or exchange by the Company and/or its subsidiaries ofsubstantially all of their collective assets (including shares of theirsubsidiaries).4.10.3 Permitted Exit Transactions. Notwithstanding anything to the contrarycontained in Section 4.10.1 or 4.10.2, but subject to Section 3.3.2,the Principal Investors and/or the Company are permitted to execute agreements providingfor, or enter into and consummate, any Exit Transaction described below without Televisa’sprior written consent; provided, that such Exit Transactions may remain subject toother applicable provisions of the Transaction Agreements, including Sections 3,4.7, 4.8 and 4.9,:(b) a direct sale or exchange by the Principal Investors (other than pursuantto a merger) of all or a portion of their shares of the Company; or(c) a merger into the Company of a corporation (with no material assets ormaterial liabilities other than related to funding (including borrowing) of theconsideration for the merger) in which the Company is the surviving entity andShares held by Televisa remain outstanding without modification;provided, that in the case of clause (a) above, where shares of Common Stockrepresenting more than 15% of the then outstanding shares of Common Stock of the Company (ona fully diluted, as-exercised and as-converted basis) are proposed to be Transferred andother than in sales pursuant to Section 3.1.3 and in the case of clause (b)above, prior to entering into any such transaction, the Principal Investors and the Company,as applicable, will comply with clauses (i) and (ii) of Section4.10.1 and will consider in good faith any modifications suggested by Televisa, butshall have no obligation to implement such modifications. In addition, the provisionscontained in Sections 4.10.1 and 4.10.2 shall not apply to an ExitTransaction in which Televisa exercises its tag-along rights pursuant to Section4.1; provided, that the Principal Investors comply with clauses (i) and(ii) of Section 4.10.1 and consider in good faith any modificationssuggested by Televisa (though the Principal Investors shall have no obligation to implementsuch modifications).
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**4.11 Period. The provisions of Sections 4.1 (other than with respect to TelevisaInvestors), 4.2, and 4.3 shall expire as to any Share on the earlier of (i) aChange of Control (other than a Change of Control involving any Purchaser of Control, as providedin Section 3.8 above) and (ii) the Principal Investor Sell-Down; provided thatSection 4.1 shall expire as to any Shares held by a Bank Investor only upon a PrincipalInvestor Sell-Down. The provisions of Section 4.6 shall expire as to any Share on theapplicable Principal Investor’s Principal Investor Sell-Down. For the avoidance of doubt, theprovisions of Sections 4.1 (with respect to Televisa Investors), 4.7,4.8, 4.9, 4.10 and 4.13 shall survive any Public Offering orChange of Control.4.12 Exchanges of Equity. Any number of shares of Common Stock acquired by anyTelevisa Investor (or any FCC-Approved Trust or any other Person to which Televisa has assignedits Preferential Rights in accordance with the Transaction Agreements) which count towards theAdditional Equity Amount, are issued pursuant to the conversion of TV Debentures or exercise ofTV Warrants, or are purchased from BMPS2 may, at the option of any Televisa Investor (or any suchFCC-Approved Trust or other Person), be exchanged for TV Debentures or, at the Company’s option,TV Warrants convertible or exercisable, as applicable, for the same percentage of shares ofCommon Stock (including such TV Debentures or TV Warrants on an as-converted or as-exercisedbasis) as represented by the shares of Common Stock for which such TV Debenture or TV Warrantswere exchanged.4.13 Other Mergers and Similar Transactions. The Company shall not agree to orconsummate any merger, consolidation, reorganization or similar transaction between or among theCompany and any other Person (whether such Person is an Affiliate or not an Affiliate of theCompany), that does not result in a Change of Control (which for the avoidance of doubt, isgoverned by other provisions hereof) (a “Non-Change of Control Merger”), unless,following the consummation of such transaction, (a) the Televisa’s Investors’ rights andobligations pursuant to the Transaction Agreements shall continue with respect to the survivingcorporation or successor to the extent provided therein; except, for the sake of clarity, to theextent those rights have otherwise terminated in accordance with their respective terms; (b) theTelevisa Investors shall have no greater obligations with respect to the surviving corporation orsuccessor and its stockholders under the Transaction Agreements than they had to the Company, itssubsidiaries and its parent entities, if any, and the Principal Investors under the TransactionAgreements immediately prior to the Non-Change of Control Merger; (c) the surviving corporationor successor (or its parent, if the surviving corporation or successor is a wholly-ownedsubsidiary of such parent) shall become a party to the Transaction Agreements to which theCompany (or, if applicable, selling stockholders, if any) is a party and assume all obligationsof the Company pursuant thereto in effect immediately prior to the consummation of suchNon-Change of Control Merger (and, if applicable, selling stockholders, if any, shall remainbound by the terms of the Transaction Agreements to the extent they retain any shares); (d) suchNon-Change of Control Merger is not with a Restricted Person; (e) Section 4.10 hereof iscomplied with if and to the extent applicable; and (f) the Televisa Investors do not suffer anydilution in such Non-Change of Control Merger other than pro rata with all other Stockholders,provided that in any case such Non-Change of Control Merger may not cause the PostTransaction Percentage of a Televisa Investor to be less than *** of the Pre TransactionPercentage of such Televisa Investor and shall not cause the aggregate Post TransactionPercentage of all of the Televisa Investors to be reduced below:(i) *** (if the Capital Percentage of the Televisa Investors, in the aggregate, is*** immediately prior to such Non-Change of Control Merger);
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**(ii) if the Capital Percentage of the Televisa Investors, in the aggregate, isgreater than *** but less than *** immediately prior to such Non-Change of ControlMerger, a percentage equal to *** multiplied by the Capital Percentage of theTelevisa Investors, in the aggregate, immediately prior to such Non-Change ofControl Merger (but not less than ***);(iii) *** (if the Capital Percentage of the Televisa Investors is, in theaggregate, *** immediately prior to such Non-Change of Control Merger); or(iv) if the Capital Percentage of the Televisa Investors, in the aggregate, isless than *** immediately prior to such Non-Change of Control Merger, a percentageequal to *** multiplied by the Capital Percentage of the Televisa Investors, in theaggregate, immediately prior to such Non-Change of Control Merger.**5.** **MAXIMUM EQUITY PERCENTAGE; AND MAXIMUM CAPITAL PERCENTAGE**; **HOLDER LOCK UP.**5.1 Maximum Equity Percentage; Maximum Capital Percentage.5.1.1 Notwithstanding anything to the contrary in any of the Transaction Agreements butsubject to Section 8.3(b) of the Investment Agreement, and subject to permitted changes inpercentage ownership in a Compliant Change of Control Transaction, Televisa covenants andagrees that, in the case of clause (i) below, until the Cap Release Requirements have beensatisfied and, in the case of clause (ii) below, until the Standstill Release Requirementshave been satisfied, (i) the Equity Percentage of the Televisa Investors shall not exceedthe Maximum Equity Percentage at any time, and (ii) the Capital Percentage of the TelevisaInvestors shall not exceed the Maximum Capital Percentage at any time; provided,however, that this Section 5.1.1 shall not limit or prevent (a) increases inTelevisa’s Equity Percentage and/or Capital Percentage which result from any sharerepurchase, recapitalization, acquisition or similar action taken or instituted by BMP orany of its subsidiaries or (b) the conversion or exercise of the TV Debentures or TVWarrants in compliance with the two (2) Business Day time limitation set forth in the termsthereof in conjunction with a Transfer of such TV Debentures or TV Warrants (or the sharesof Common Stock into which they have been converted).5.1.2 Notwithstanding the foregoing provisions in Section 5.1.1(a), theprovisions of Section 5.1 shall no longer apply in the event that any of BMP, BMPHor Univision or any subsidiary thereof that is a Significant Subsidiary commences or becomessubject to as debtor (voluntarily or involuntarily) any case, action or proceeding beforeany court or other Governmental Authority relating to bankruptcy, reorganization,insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors or anygeneral assignment for the benefit of creditors, composition, marshaling of assets forcreditors, or other, similar arrangement in respect of its creditors generally or anysubstantial portion of its creditors, in each case undertaken under the Laws of anyjurisdiction by any Person (other than due to a breach by a Televisa Investor of itsobligations under Section 4.5 of the Principal Investor Agreement); provided that ifsuch case, action or proceeding is involuntary, it shall have continued undismissed forsixty (60) days or more or an order or decree approving or ordering any of the foregoingshall be entered prior to the end of such sixty (60) day period.
 
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5.2 Holder Lock Up. In connection with each underwritten Public Offering, eachStockholder hereby agrees, at the request of the Company or the managing underwriters, to bebound by and/or to execute and deliver, a lock-up agreement with the underwriter(s) of suchPublic Offering restricting such Stockholder’s right to (a) Transfer, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for suchCommon Stock or (b) enter into any swap or other arrangement that transfers to another any of theeconomic consequences of ownership of Common Stock, in each case if and to the extent that suchrestrictions are agreed to by the Majority PITV Investors (or a majority of the shares of CommonStock if there are no PITV Investors remaining) with the underwriter(s) of such Public Offering;provided, however, that no Stockholder shall be required by this Section5 to be bound by a lock-up agreement covering a period of greater than 90 days (180 days inthe case of the Initial Public Offering) following the effectiveness of the related registrationstatement. Notwithstanding the foregoing, such lock-up agreement shall not apply to (a)transactions relating to shares of Common Stock or other securities acquired in (i) open markettransactions or block purchases after the completion of the Initial Public Offering or (ii) aPublic Offering, (b) Transfers to Permitted Transferees of such Stockholder permitted inaccordance with the terms of this Agreement, (c) conversions of shares of Common Stock into otherclasses of Common Stock or securities without change of holder, (d) exercise of the TV Debenturesor TV Warrants and (e) during the period preceding the execution of the underwriting agreement,Transfers to a Charitable Organization permitted in accordance with the terms of this Agreement.5.3 Liquidity Process for Televisa.5.3.1 Notwithstanding anything to the contrary contained in this Agreement or the otherTransaction Agreements, in the event that a Strategic Buyer acquires, in one or moretransactions, a majority of the voting Common Stock and fully diluted Shares of the Company(the date of such majority acquisition, the “Majority Acquisition Date”), then,prior to the earlier of (a) the third anniversary of the Majority Acquisition Date and (b) aQualified Public Offering that was not pursuant to a Televisa Demand Public Offering(including any subsequent exercise by the Televisa Investors of a PRRCA Demand Right) (a“Non-TV Initiated QPO”), no Televisa Investor shall be permitted to (x) Transfer anyof its Shares pursuant to Section 3.1.5, or (y) exercise PRRCA Demand Rights withoutthe prior written consent of the Strategic Buyer.
 
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5.3.2 (a) If there has not been a Non-TV Initiated QPO prior thereto, then commencingon the third anniversary of the Majority Acquisition Date until the fourth anniversary ofthe Majority Acquisition Date (the “Third Anniversary Period”), Televisa shall havethe right, exercisable upon written notice to the Strategic Buyer, to require that theCompany (or, if the Company has been merged with or into another entity, thesurviving entity in which the Televisa Investors hold shares of common stock orsecurities convertible into common stock as a result of such merger) effectuate a registeredpublic offering of Shares held by Televisa Investors requested to be registered inaccordance with, and subject to, the applicable terms set forth in Section 5.3.4 andSection 5.4 (a “Demand Public Offering”); provided that thedemanding Televisa Investors shall have first provided the Strategic Buyer the right offirst offer to acquire all of such Shares proposed to be sold by such Televisa Investors insuch Demand Public Offering, and such Shares shall not have been purchased by the StrategicBuyer, in accordance with the provisions of Section 5.5 (the “StrategicROFO”) (any such right, a “Liquidity Right”).(b) If there has not been a Non-TV Initiated QPO prior thereto, then commencingon the fourth anniversary of the Majority Acquisition Date until the fifthanniversary of the Majority Acquisition Date, the Televisa Investors shall beentitled to exercise a Liquidity Right during such period (the “FourthAnniversary Period”), subject to the Strategic ROFO.(c) If there has not been a Non-TV Initiated QPO prior thereto, then commencingon the fifth anniversary of the Majority Acquisition Date until the sixthanniversary of the Majority Acquisition Date, Televisa shall be entitled to exercisea Liquidity Right during such period (the “Fifth Anniversary Period”),subject to the Strategic ROFO.(d) If Televisa did not exercise a Liquidity Right during the Third AnniversaryPeriod or during the Fourth Anniversary Period but has exercised a Liquidity Rightduring the Fifth Anniversary Period and if there has not been a Non-TV Initiated QPOprior thereto, then commencing on the sixth anniversary of the Majority AcquisitionDate until the seventh anniversary of the Majority Acquisition Date, TelevisaInvestors shall be entitled to exercise a Liquidity Right during such period (the“Sixth Anniversary Period”), subject to the Strategic ROFO.(e) No Liquidity Right may be exercised following the consummation of the firstDemand Public Offering; it being understood that thereafter Televisa shall havePRRCA Demand Rights, subject to the Strategic ROFO and the limitations set forth inSection 5.3.4, to the extent applicable.5.3.3 To exercise a Liquidity Right, Televisa shall furnish to the Strategic Buyer awritten notice of such election (the “Election Notice”), which notice shall (x)specify the number of Shares held by Televisa Investors with respect to which the LiquidityRight is being exercised, which number of Shares shall not exceed the applicable amount setforth in Section 5.3.4 (such number of Shares, the “Exercise Shares”), and(y) the price per Share at which Televisa would be prepared to sell such Shares to theStrategic Buyer (provided that no Televisa Investor shall be obligated to sell atsuch price or any other specific price whether to the Strategic Buyer or in a PublicOffering). Not more than one Election Notice may be given in any period of twelve (12)consecutive months. A Demand Public Offering shall be consummated in compliancewith Section 5.4. A Strategic ROFO shall be consummated in accordance withSection 5.5.
 
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5.3.4 Notwithstanding anything to the contrary herein or in the Participation,Registration Rights and Coordination Agreement, the maximum number of Shares any or all ofthe Televisa Investors may propose to sell pursuant to any Aggregated Transfer shall besubject to the following limitations:(a) the number of Shares that Televisa Investors may propose to sell during theThird Anniversary Period pursuant to one or more Aggregated Transfers during theThird Anniversary Period shall not exceed one-third of the aggregate number ofShares (on an as-converted and as-exercised basis) held by Televisa Investors on theMajority Acquisition Date (the “Initial Stake”);(b) the number of Shares that Televisa Investors may propose to sell during theFourth Anniversary Period pursuant to one or more Aggregated Transfers during theFourth Anniversary Period shall not exceed one-third of the Initial Stake;provided that, if Televisa has not exercised its Liquidity Right during theThird Anniversary Period, the Televisa Investors may offer to sell during the FourthAnniversary Period one-half of the Initial Stake pursuant to one or more AggregatedTransfers during the Fourth Anniversary Period;(c) the number of Shares that Televisa Investors may propose to sell during theFifth Anniversary Period pursuant to one or more Aggregated Transfers during theFifth Anniversary Period shall not exceed one-half of the Initial Stake; and(d) the number of Shares the TV Investors may propose to sell during the SixthAnniversary Period pursuant to one or more Aggregated Transfers during the SixthAnniversary Period (if applicable) shall not exceed the lesser of the remainder ofthe Initial Stake and one-half of the Initial Stake.5.3.5 If there has not been a Non-TV Initiated QPO, and Televisa has sold any Sharespursuant to a Demand Public Offering, thereafter and until a Principal Investor Sell Downhas occurred if Televisa wishes to Transfer Shares pursuant to a PRRCA Demand Right, it maydo so only if the Strategic Buyer is afforded a Strategic ROFO with respect to the number ofShares that Televisa Investors request to sell pursuant to any such PRRCA Demand Right inaccordance with Section 5.5. Notwithstanding the foregoing, the limitationscontained in Sections 5.3 through 5.5 shall not apply if following a DemandPublic Offering, the Company, the Strategic Buyer and/or Stockholders other than Televisahave Sold, in one or more Public Offerings (including in the Demand Public Offering), Sharesrepresenting, in the aggregate, more than 15% of the Shares (on an as-exercised andas-converted basis) outstanding as at the time that notice of exercise of any subsequentPRRCA Demand Right is given to the Company. In addition, for the avoidance of doubt and forthe purposes of clarity, upon the occurrence of a Non-TV Initiated QPO, the provisions ofand the rights and obligations under Sections 5.3 through 5.5 hereof shallcease to apply and Televisa shallcontinue to have the rights afforded to it under the Participation, Registration Rightsand Coordination Agreement, unless prior to such Non-TV Initiated QPO, Televisa has soldShares pursuant to a Demand Public Offering, in which case, such provisions shall continueto apply in accordance with their terms.
 
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5.4 Demand Public Offering.5.4.1 In the event that the Strategic Buyer is obligated to effect the Demand PublicOffering pursuant to Section 5.3.2, then the Company shall, as soon as reasonablypossible but in any event within forty-five (45) days following the Election Notice, file aregistration statement under the Securities Act for a Public Offering (including by means ofa shelf registration pursuant to Rule 415 if so requested by Televisa if the Company is theneligible to use such registration) of all of the Shares the Televisa Investors are entitledto have registered and effect such registration as soon as reasonably practicable;provided that if the Televisa Investors are not permitted to register and sell atleast 80% of the Shares the Televisa Investors are entitled to and seek to have registeredin such registration statement, then the number of Televisa Requests that the MajorityTelevisa Investors shall be entitled to make pursuant to Section 3.1.1 of the Participation,Registration Rights and Coordination Agreement shall be increased to include one additionalTelevisa Request. The Company will use its best efforts to (x) effect the registrationunder the Securities Act of such Shares to the extent required to permit the disposition (inaccordance with the Televisa Investors’ intended methods of distribution and as otherwisespecified the Televisa Investors), and (y) obtain acceleration of the effective date of theregistration statement relating to such registration (when directed by the TelevisaInvestors); provided, however, that the Company shall not be obligated toeffect any such registration pursuant to this Section 5.4.1 in any particularjurisdiction in which the Company would be required to qualify to do business or to executea general consent to service of process in effecting such registration, qualification orcompliance unless the Company is already subject to service in such jurisdiction and exceptas may be required by the Securities Act.5.4.2 The Company, the Strategic Buyer, the Televisa Investors and the other Holdersshall have the rights and obligations with respect to the Demand Public Offering which areapplicable to a Televisa Request as set forth in the Participation, Registration Rights andCoordination Agreement; provided that the terms of Section 3.1.1 thereof shall notapply to the Demand Public Offering and, for the avoidance of doubt, no Exercise Notice orDemand Public Offering shall constitute a Televisa Request for purposes of Section 3.1.1thereof.
 
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5.5 Strategic ROFO. Prior to exercising a Liquidity Right or a PRRCADemand Right, Televisa shall deliver written notice to the Strategic Buyer of its intentto sell Shares pursuant to its Liquidity Right or PRRCA Demand Right, as applicable (the“ROFO Notice”). The ROFO Notice shall set forth the number of Shares proposedto be sold by the Televisa Investors, the proposed method of disposition and the priceper Share Televisa expects (provided that no Televisa Investor shall beobligated to sell at such price or any other specific price whether to the StrategicBuyer or in a Public Offering), if it has an expectation, to receive upon consummationof such proposed Sale. Within five (5) Busineses Days of the receipt of such ROFONotice the Strategic Buyer may give written notice to Televisa that it desires todiscuss purchasing such Shares (the “Exercise Notice”). If the Strategic Buyerelects to discuss the purchase of such Shares, then during the twenty (20) Business Dayperiod following the delivery of the Exercise Notice (the “Negotiation Period”),Televisa and the Strategic Buyer shall negotiate in good faith regarding the purchase ofsuch Shares by the Company or the Strategic Buyer. The Strategic Buyer shall not beobligated to register, and Televisa shall not have any rights to exercise, any right toinitiate a Demand Public Offering or a PRRCA Demand Right until the expiration of theNegotiation Period. If Televisa and the Strategic Buyer are able to agree upon theterms of such proposed Sale, they shall enter into a binding agreement within thirty(30) days of the delivery of the Exercise Notice. Each Strategic ROFO must beconsummated within ninety (90) days of the Exercise Notice or at such other time as ismutually agreed between Televisa and the Strategic Buyer. If the Strategic ROFO is notconsummated within such 90 day period, Televisa shall have the right to require theDemand Public Offering or the PRRCA Demand Right, as applicable.5.6 Nothing herein shall affect Section 3.2.1 of the Participation, RegistrationRights and Coordination Agreement and Televisa’s rights thereunder or derogate from anyother rights or obligations of the parties hereto under this Agreement or theParticipation, Registration Rights and Coordination Agreement.**6.** **REMEDIES**.6.1 Generally. The parties shall have all remedies available at law, in equity orotherwise in the event of any breach or violation of this Agreement or any default hereunder,subject to the provisions of Section 4.9. The parties acknowledge and agree that in theevent of any breach of this Agreement, in addition to any other remedies which may be available,each of the parties hereto shall be entitled to specific performance of the obligations of theother parties hereto and, in addition, to such other equitable remedies (including preliminary ortemporary relief) as may be appropriate in the circumstances, subject to the provisions ofSection 4.9.
 
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6.2 Deposit. Without limiting the generality of Section 6.1, if anyStockholder fails to (a) deliver to the purchaser thereof the certificate or certificatesevidencing Shares to be Sold pursuant to Section 4 or (b) deliver to the Company anaffidavit of the registered owner of such Shares with respect to the ownership and the loss,theft, destruction or mutilation of the certificate evidencing such Shares accompanied by anindemnity reasonably satisfactory to the Company (it being understood that if the holder is aQualified Institutional Investor, any other holder of Shares which is an entity regularly engagedin the business of investing in companies and meeting such requirements of creditworthiness asmay reasonably be imposed by the Company such Person’s own agreement will be satisfactory) suchthat the Company is willing to issue a new certificate to the purchaser evidencing the Sharesbeing Sold (an “Affidavit and Indemnity”), then such purchaser may, provided it signs anagreement agreeing to be bound by the terms of this Section 6.2 if it is not otherwisealready agreeing to be bound by the terms of this Agreement generally, at its option and inaddition to all other remedies it may have, deposit the purchase price for such Shares with anynational bank or, trust companyhaving combined capital, surplus and undivided profits in excess of One Hundred MillionDollars ($100,000,000) (the “Escrow Agent”) and the Company shall cancel on its books thecertificate or certificates representing such Shares and thereupon all of such holder’s rights inand to such Shares (other than the right to receive the applicable purchase price in accordancewith the terms of this Section 6.2) shall terminate. Thereafter, upon delivery to suchpurchaser stock powers duly endorsed, for transfer, with signature guaranteed, free and clear ofany liens or encumbrances, and with any transfer tax stamps affixed) or upon delivery by suchholder of an Affidavit and Indemnity to the Company such purchaser shall instruct the EscrowAgent to deliver the purchase price for such Shares (without any interest from the date of theclosing to the date of such delivery, any such interest to accrue to such purchaser), less thereasonable fees and expenses of the Escrow Agent, to such holder. Each Stockholder herebyconstitutes and appoints each PITV Investor, or any of them, with full power of substitution, assuch Stockholder’s true and lawful representative and attorney-in-fact, in such Stockholder’sname, place and stead, to execute and deliver any escrow agreement in customary form entered intowith respect to such Stockholder in accordance with this Section 6.2, and such PITVInvestor shall provide a copy of such agreement to such Stockholder within five (5) Business Daysof execution; provided, however, that failure to deliver such documents withinsuch time period shall not impair or affect the validity of such agreements. The foregoing powerof attorney is coupled with an interest and shall continue in full force and effectnotwithstanding the subsequent death, incapacity, bankruptcy or dissolution of any Stockholder.**7.** **LEGENDS**.7.1 Restrictive Legend. Each certificate representing Shares shall have thefollowing legend endorsed conspicuously thereupon:**“THE VOTING OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, ANDTHE SALE, ENCUMBRANCE OR OTHER DISPOSITION THEREOF, ARE SUBJECT TOTHE PROVISIONS OF A STOCKHOLDERS AGREEMENT (AS MAY BE AMENDED FROMTIME TO TIME) TO WHICH THE ISSUER AND CERTAIN OF ITS STOCKHOLDERSARE PARTY. SUCH AGREEMENT INCLUDES RESTRICTIONS AND LIMITATIONS ONTHE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. ACOPY OF SUCH AGREEMENT MAY BE INSPECTED AT THE PRINCIPAL OFFICE OFTHE ISSUER OR OBTAINED FROM THE ISSUER WITHOUT CHARGE UPON REQUEST.”**Any Person who acquires Shares which are not subject to all or part of the terms of thisAgreement shall have the right to have such legend (or the applicable portion thereof) removed fromcertificates representing such Shares.
 
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7.2 1933 Act Legends. Each certificate representing Shares shall have the followinglegend endorsed conspicuously thereupon:**“THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATEPLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, ASAMENDED (THE “****ACT****”), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED OROTHERWISE TRANSFERRED (A) IN THE ABSENCE OF AN EFFECTIVE REGISTRATIONUNDER THE ACT COVERING THE TRANSFER, OR (B) IN A TRANSACTION WHICH ISEXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE ACT;****PROVIDED****THAT THE ISSUER MAY REQUIRE THE TRANSFEROR TO DELIVERAN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER REGARDINGTHE AVAILABILITY OF SUCH AN EXEMPTION.”**7.3 Stop Transfer Instruction. The Company or BMPH will instruct any transfer agentnot to register the Transfer of any Shares until the conditions specified in the foregoinglegends and this Agreement are satisfied.7.4 Termination of 1933 Act Legend. The requirement imposed by Section 7.2hereof shall cease and terminate as to any particular Shares (a) when, in the opinion of counselreasonably acceptable to the Company, such legend is no longer required in order to assurecompliance by the Company with the Securities Act, or (b) when such Shares have been registeredpursuant to an effective registration statement under the Securities Act or transferred pursuantto Rule 144. Whenever (x) such requirement shall cease and terminate as to any Shares or (y)such Shares shall be transferable under paragraph (k) of Rule 144, the holder thereof shall beentitled to receive from the Company or BMPH, as the case may be, without expense, newcertificates not bearing the legend set forth in Section 7.2 hereof.7.5 Shares Held by Co-Investment Vehicles. Each Principal Investor Group agrees toconvert any shares of Class A Common Stock held by the Co-Investment Vehicles of such PrincipalInvestor Group at any time into shares of Class B Common Stock upon the receipt thereof by suchCo-Investment Vehicle.
 
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7.6 Shares Held by Televisa. In the event any stockholder converts its voting shares of Common Stock into non-voting shares of Common Stock, the Company shall promptly notifythe Televisa Investors of such conversion and the number of voting shares of Common Stock that isor will be held by such stockholder and all stockholders following such conversion and shallprovide the Televisa Investors with a certificate signed by an authorized Senior Officer statingthat such conversion has occurred, the number of shares of Common Stock which have been convertedand, if actually known to the Company, the reasons for effectuating such conversion. Not laterthan the fifteenth (15th) Business Day after the Televisa Investors receive suchnotice and certificate, the Televisa Investors will convert (by delivery to the Company of (i)written notice of such conversion and (ii) the certificate(s), duly endorsed for transfer,evidencing such shares to be converted), and each Televisa Investor hereby authorizes the Companyto convert on its behalf, and such conversion shall be deemed to automatically have occurred, inthe event it fails to deliver to the Company within such 15 business day period the items setforth in clauses (i) and (ii) above, in accordance with theprovisions of the Charter with respect to such Common Stock, an amount of the TelevisaInvestors’ voting shares of Common Stock (pro-rata amongst the Televisa Investors, based on thenumber of voting shares of Common Stock held by such Televisa Investors or as otherwisedetermined by Televisa) into non-voting shares of Common Stock such that the Televisa Investors’aggregate Equity Percentage (but without regard to clause (a) of the definition of EquityPercentage) is no greater than the Maximum Equity Percentage (i.e., if the Televisa Investors’aggregate Equity Percentage (without regard to clause (a) of the definition of Equity Percentage)is increased by the conversion by a Stockholder of its voting shares of Common Stock intonon-voting shares of Common Stock but the Televisa Investors’ aggregate Equity Percentage(without regard to clause (a) of the definition of Equity Percentage) is as a result thereof lessthan or equal to the Maximum Equity Percentage, then no conversion of any shares of Common Stockof Televisa Investors will be required). In the event any Stockholder converts its non-voting shares of Common Stock into voting shares of Common Stock, the Company shall promptly notify theTelevisa Investors of such conversion and the number of non-voting shares of Common Stock that isor will be held by such Stockholder and all Stockholders of the Company following such conversionand shall provide the Televisa Investors with a certificate signed by an authorized SeniorOfficer stating that such conversion has occurred and the number of shares of Common Stock whichhave been converted and, if actually known to the Company, the reasons for effectuating suchconversion. The Televisa Investors will be permitted to convert (by delivery to the Company of(x) written notice of such conversion and (y) the certificate(s), duly endorsed for transfer,evidencing such shares to be converted), in accordance with the provisions of the Charter withrespect to such Common Stock, an amount of the Televisa Investors’ non-voting shares of CommonStock (pro-rata amongst the Televisa Investors, based on the number of non-voting shares ofCommon Stock held by all Televisa Investors or as otherwise determined by Televisa) into voting shares of Common Stock up to the Maximum Equity Percentage. Notwithstanding the foregoing,nothing contained herein shall be deemed to limit or restrict in any way the right of theTelevisa Investors, at any time and from time to time, to convert their non-voting shares ofCommon Stock into voting shares of Common Stock up to the Maximum Equity Percentage. In eachcase, the Company shall promptly thereafter issue and send to the applicable Televisa Investorsnew certificates, registered in the name of such Televisa Investors, evidencing the applicable shares of Common Stock into which such Televisa Investors converted their respective shares ofCommon Stock. Notwithstanding the foregoing, the Parties agree and acknowledge that Televisa andits Permitted Transferees shall have no obligation to procure the agreement of, or compliance by,any Televisa Investor who is not a Permitted Transferee of Televisa and Televisa’s percentage ofvoting shares shall not be adversely affected as a result of such non-compliance.7.7 Waiver of Rights. Each Stockholder (other than Televisa Investors) herebyunconditionally and irrevocably waives and relinquishes any and all rights of first offer, right offirst refusal, tag-along or other rights hereunder with respect to the issuance of the shares ofClass C Common Stock, Class D Common Stock and the TV Debentures under the Investment Agreement,any issuance of TV Warrants pursuant to the terms of the TV Debentures and any issuance of Sharespursuant to the exercise of the TV Warrants and conversion of the TV Debentures.
 
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**8.** **AMENDMENT, TERMINATION, ETC**.8.1 Oral Modifications. This Agreement may not be orally amended, modified,extended or terminated, nor shall any oral waiver of any of its terms be effective.8.2 Written Modifications. Except as provided in the second sentence of thisSection 8.2, this Agreement may be amended, modified, extended, terminated or waived(“Amendment”), only by an agreement in writing signed by the Company and the MajorityPITV Investors (or Stockholders holding a majority of the shares of Class A Common Stock held byStockholders party hereto if there are no PITV Investors remaining). The consent of Televisashall be required for (i) any Amendment to the provisions of Sections 2.1, 2.2,2.6, 3.1, 3.2, 3.3, 3.4, 3.6, 3.7,3.9, 4.1, 4.2, 4.4, 4.5, 4.7, 4.8, 4.9,4.10, 4.11, 4.12, 5, 7.6, 10.10, or thisSection 8.2 (or any definitions used therein) and (ii) any Amendment that, by its terms,Discriminates against any of the Televisa Investors under this Agreement. The consent of aMajority in Interest of the Bank Investor Shares shall be required for any Amendment that, by itsterms, Discriminates against the holders of Bank Investor Shares as such under this Agreement,and the consent of any holder of Bank Investor Shares shall be required for any Amendment that,by its terms, Discriminates against such holder of Bank Investor Shares as such (compared toother holders of Bank Investor Shares) under this Agreement; provided, that it isunderstood and agreed that, for the purposes of interpreting and enforcing this amendment andwaiver provision, Amendments that affect all Stockholders will not be deemed to Discriminateagainst the holders of Bank Investor Shares as such simply because holders of Bank InvestorShares (i) own or hold more or less Shares than any other Stockholders, (ii) invested more orless money in the Company or its direct or indirect subsidiaries than any other Stockholders or(iii) have greater or lesser voting rights or powers than any other Stockholders. The consent ofa Majority in Interest of the Other Investor Shares shall be required for any Amendment that, byits terms, Discriminates against the holders of Other Investor Shares as such under thisAgreement; provided, that it is understood and agreed that, for the purposes ofinterpreting and enforcing this amendment and waiver provision, Amendments that affect allStockholders will not be deemed to Discriminate against the holders of Other Investor Shares assuch simply because holders of Other Investor Shares (i) own or hold more or less Shares than anyother Stockholders, (ii) invested more or less money in the Company or its direct or indirectsubsidiaries than any other Stockholders or (iii) have greater or lesser voting rights or powersthan any other Stockholders. A copy of each such Amendment shall be sent to each Stockholder andshall be binding upon each party hereto and each holder of Shares subject hereto except to theextent otherwise required by applicable Law; provided, that the failure to deliver a copyof such Amendment shall not impair or affect the validity of such Amendment. The consent of aMajority in Interest of the Management Shares held by Managers then employed by the Company shallbe required for any Amendment that, by its terms, Discriminates against the holders of ManagementShares as such under this Agreement; provided, that it is understood and agreed that, forthe purposes of interpreting and enforcing this amendment and waiver provision, Amendments thataffect all Stockholders will not be deemed to Discriminate against the holders of ManagementShares as such simply because holders of Management Shares (i) own or hold more or less Sharesthan any other Stockholders, (ii) invested more or less money in the Company or its direct orindirect subsidiaries than any other Stockholders, or (iii) have greater or lesser voting rightsor powers than any other Stockholders. A copy of each such Amendment shall be sent to eachStockholder and shall be binding upon each party hereto and each holder of Shares subjecthereto except to the extent otherwise required by applicable Law; provided, that thefailure to deliver a copy of such Amendment shall not impair or affect the validity of suchAmendment. In addition, each party hereto and each holder of Shares subject hereto may waive anyright hereunder by an instrument in writing signed by such party or holder. To the extent theAmendment of any Section of this Agreement would require a specific consent pursuant to thisSection 8.2, any Amendment to the definitions used in such Section as applied to suchSection shall also require the specified consent. Notwithstanding anything to the contraryherein, transferees or purchasers of Shares or Convertible Securities that have complied with theprovisions of Sections 3 and 4 hereof or Section 2 of the Participation,Registration Rights and Coordination Agreement shall be added as parties to this Agreementwithout obtaining any additional consent of the parties hereto.
 
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8.3 Withdrawal from Agreement. If the Company consummates an Initial PublicOffering, then on and after the first date on which (x) the holders of Shares immediately priorto the Initial Public Offering own less than fifty (50%) of the then outstanding Common Stock or,if earlier, (y) the Principal Investors immediately prior to the Initial Public Offeringcollectively own in the aggregate less than fifty (50%) of the shares of Common Stockcollectively held by the Principal Investors (either directly or through such PrincipalInvestors’ ownership of Units of BMPS1) immediately following the Televisa Closing (either ofclause (x) or (y), as applicable, the “Aggregate Sell-Down Percentage”), any holder ofShares that, together with its Affiliates, holds less than one percent (1%) of the thenoutstanding shares of Common Stock may elect (on behalf of itself and all of its Affiliates thathold Shares which together represent less than such one percent (1%)) (“Individual Sell-DownPercentage”), by written notice to the Company and the PITV Investor Groups, to (a) withdrawall Shares held by such holder and all of its Affiliates from this Agreement (Shares withdrawnpursuant to this clause (a), the “Withdrawn Shares”) and (b) terminate thisAgreement with respect to such holder and its Affiliates (holders and Affiliates withdrawingpursuant to this clause (b), the “Withdrawing Holders”); provided, thatany Shares held indirectly (through ownership of Units of BMPS1 or BMPS2) by any holder, togetherwith its Affiliates, shall not be taken into consideration when calculating Individual Sell-DownPercentages. This Agreement will stay in effect with respect to Persons other than theWithdrawing Holders. From the date of delivery of such withdrawal notice, the Withdrawn Sharesshall cease to be Shares subject to this Agreement and, if applicable, the Withdrawing Holdersshall cease to be parties to this Agreement and shall no longer be subject to the obligations ofthis Agreement or have rights under this Agreement; provided, however, that suchWithdrawing Holders, if they are members of a PITV Investor Group, shall comply with, and causethe other members of such PITV Investor Group to comply with, such PITV Investor Group’sobligations under Article II, Section 10 of the Company’s bylaws to cause the removal orresignation of any directors designated by such PITV Investor Group; provided,further, that the Withdrawing Holders shall nonetheless be obligated under Section5 with respect to any Pending Underwritten Offering to the same extent that they would havebeen obligated if they had not withdrawn. The Company shall make best efforts to provide allInvestors a written notice promptly following the first date on which the holders of Shares orthe Principal Investors, as applicable, immediately prior to the Initial Public Offering own lessthan the Aggregate Sell-Down Percentage. Any amendment to this Section 8.3 adverselyaffecting the Bank Investors (including decreasing the Aggregate Sell-Down Percentage or theIndividual Sell-DownPercentage) shall require the consent of the Majority in Interest of the holders of BankInvestor Shares.
 
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8.4 Effect of Termination. No termination under this Agreement (including pursuantto Section 8.3) shall relieve any Person of liability for breach prior to termination.**9.** **DEFINITIONS**. For purposes of this Agreement:9.1 Certain Matters of Construction. In addition to the definitions referred to orset forth below in this Section 9:(b) The words “hereof,” “herein,” “hereunder” and words of similar import shallrefer to this Agreement as a whole and not to any particular Section or provision ofthis Agreement, and reference to a particular Section of this Agreement shallinclude all subsections thereof;(c) The word “including” shall mean including, without limitation;(d) Definitions shall be equally applicable to both nouns and verbs and thesingular and plural forms of the terms defined;(e) The masculine, feminine and neuter genders shall each include the other;(f) For the avoidance of doubt, unless otherwise specified, the term“outstanding,” as used in this Agreement in reference to capital stock, shall notinclude Convertible Securities or shares issuable upon conversion, exchange orexercise thereof, and as used in this Agreement in reference to ConvertibleSecurities, shall mean Convertible Securities that are outstanding (without givingeffect to the conversion, exchange or exercise of such Convertible Securities); and(g) For the avoidance of doubt, “fully diluted,” as used in this Agreement inreference to capital stock, shall mean after giving effect to the conversion,exchange or exercise of all outstanding Convertible Securities.9.2 Definitions. The following terms shall have the following meanings:“2007 Stockholders Agreement” shall have the meaning set forth in the Recitals.“2007 Equity Incentive Plan” shall mean the Broadcasting Media Partners, Inc. 2007Equity Incentive Plan, effective as of March 27, 2007, as amended from time to time, or anysuccessor or additional Company management equity incentive plan approved by the Company’s Board.“2010 Equity Incentive Plan” shall mean the Broadcasting Media Partners, Inc. EquityIncentive Plan, effective as of the date hereof, as amended from time to time, or any successor oradditional Company management equity incentive plan approved by the Board.
 
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“2010 Stockholders Agreement” shall have the meaning set forth in the Recitals.“Acceptance Notice” shall have the meaning set forth in Section 4.6.4.“Acquiror” shall mean a Person formed for the purpose of effecting a Merger Exit, anyprospective acquiror of all or substantially all the assets of the Company and its subsidiaries andany Person prospectively acquiring Shares in a Sponsor Sale (it being understood that in no eventshall any parent entities of either the party to the merger or such prospective acquiror be deemedto be an “Acquiror”), together with any successors thereto (including any surviving Person, whetherthe Company or otherwise, in a Merger Exit).“Acquisition Holdco” shall mean any direct or indirect parent entity of an Acquiror orof the surviving entity (including a Purchaser of Control) following a Merger Exit, the majority ofwhose value (which, for purposes of the definition of “Compliant Change of Control Transaction,”shall be determined as of the effective date of the Merger Exit) consists of the Shares or assetsof the Company and/or the Company’s subsidiaries.“Acquisition Sub” shall have the meaning set forth in the Recitals.“Act” shall have the meaning set forth in Section 7.2.“Additional Equity Amount” shall mean, at the time of determination, that number ofshares of Common Stock of the Company that, together with the Shares acquired by Televisa on theTelevisa Closing, would equal (i) a percentage (equal to the Maximum Capital Percentage) of the sumof (A) the number of the Company’s Shares issued and outstanding as of immediately following theTelevisa Closing (determined on a fully diluted, as-converted and as-exercised basis;provided that awards granted under the 2010 Equity Incentive Plan shall be excluded forsuch purposes), plus (B) the number of Shares, if any, issued by the Company to Televisa(and any FCC-Approved Trust or any other Person to which Televisa has assigned its PreferentialRights in accordance with the Transaction Agreements) pursuant to the exercise of any PreferentialRights, decreasedby (ii) the number of Shares, if any, acquired by Televisa (andany trust arrangement satisfactory to the FCC or any other Person to which Televisa has assignedits Preferential Rights in accordance with the Transaction Agreements) pursuant to any exercise ofany Preferential Rights, in the case of each of clauses (i) and (ii), as adjustedfor any stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizationsand other similar capitalization changes. For the avoidance of doubt, as of the Televisa Closingthe Additional Equity Amount would be 1,281,464 shares of Common Stock, which has been calculatedas shown on Schedule I hereto.“Adverse Claim” shall have the meaning set forth in Section 8-102 of the applicableUniform Commercial Code.“Affidavit and Indemnity” shall have the meaning set forth in Section 6.2.
 
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“Affiliate” shall mean, with respect to any specified Person, any other Person whichdirectly or indirectly through one or more intermediaries controls, or is controlled by, or isunder common control with, such specified Person; provided, however, that neitherthe Company nor any of its subsidiaries shall be deemed an Affiliate of any of the Stockholders(and vice versa), and, in addition, such specified Person’s Affiliates shall also include, (a) ifsuch specified Person is a private equity investment fund, any other private equity investment fundthe primary investment advisor to which is the primary investment advisor to such specified Personor an Affiliate thereof, and (b) if such specified Person is a natural Person, any Family Member ofsuch natural Person.“Affiliated Fund” shall mean, with respect to any specified Person, a private equityinvestment fund that is an Affiliate of such Person or that is advised by the same investmentadviser as such Person or by an Affiliate of such investment adviser.“Aggregate Sell-Down Percentage” shall have the meaning set forth in Section8.3.“Aggregated Transfer” shall mean the Transfer of any Shares by any Televisa Investorpursuant to the applicable terms of the Liquidity Rights or the PRRCA Demand Rights.“Agreement” shall have the meaning set forth in the Preamble, as it may be amendedfrom time to time.“Amended and Restated Program License Agreement” shall have the meaning set forth inthe Investment Agreement.“Amendment” shall have the meaning set forth in Section 8.2.“Arbitration Request” shall have the meaning set forth in Section 4.9.3.“Arbitrator” shall have the meaning set forth in Section 4.9.1.“Arbitrator Determination” shall have the meaning set forth in Section 4.9.4.“Bank Investor” shall have the meaning set forth in the Preamble.“Bank Investor Shares” shall mean all Shares held by a Bank Investor. Any BankInvestor Shares that are Transferred by the holder thereof to such holder’s Permitted Transfereesshall remain Bank Investor Shares in the hands of such Permitted Transferee.“BMP EBITDA” shall mean, with respect to any period and for the Company and itsconsolidated subsidiaries on a consolidated basis, the sum of (a) operating income (loss) asreported in its financial statements for such period (but excluding therefrom and withoutduplication (i) any gain or loss on the sale of assets outside the ordinary course of business (asdetermined in good faith by the Company) and (ii) any effect of extraordinary, non-recurring orunusual gains or losses (less all fees and expenses relating thereto) as determined in accordancewith GAAP), plus (b) to the extent deducted in arriving at the amount in clause (a), the sum ofthe following amounts for such period: (i) depreciation and amortization as determined inaccordance with GAAP, (ii) impairment loss/charges as determined in accordance with GAAP, (iii)fees and expenses paid to the Principal Investors and the Televisa Investors, (iv) chargespertaining to share-based compensation as determined in accordance with GAAP, (v) restructuringcharges and contract termination costs incurred or accrued during such period and (vi) fees, costsand expenses related to the issuance of debt or equity financing including the TV Debentures andthe other transactions contemplated thereby, plus (c) dividends or distributions received inrespect of minority investments received in cash, minus (d) to the extent included in arriving atthe amount in clause (a), an amount equal to the non-cash advertising revenue recognized fromTelevisa and its Affiliates during such period. For the avoidance of doubt, BMP EBITDA shall becalculated consistent with the illustrative example set forth on Schedule IV hereto.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**“BMPH” shall have the meaning set forth in the Preamble.“BMPS1” shall have the meaning set forth in the Preamble.“BMPS1 LLC Agreement” shall mean the Amended and Restated Limited Liability CompanyAgreement of BMP Services LLC, dated as of January 29, 2008, as amended from time to time.“BMPS2” shall have the meaning set forth in the Preamble.“BMPS2 LLC Agreement” shall mean the Amended and Restated Limited Liability CompanyAgreement of BMPS2, dated as of the date hereof, as amended from time to time.“Board” shall mean the board of directors of the Company or any authorized committeethereof.“Breach Notice” shall have the meaning set forth in Section 4.9.3.“Business” shall mean the business of the Company and its subsidiaries conducted atany given time or which the Board has authorized the Company to develop or pursue (by acquisitionor otherwise), which currently consist of (primarily but not necessarily exclusively)Spanish-language media in the U.S., including Spanish-language television broadcast networks,Spanish-language radio broadcast networks, ownership and operation of Spanish-language televisionand radio stations and Spanish-language Internet portals.“Business Day” shall mean any day that is not a Saturday, a Sunday or other day onwhich banks are required or authorized by Law to be closed in the City of New York or Mexico.“Capital Percentage” shall have the meaning set forth in the Investment Agreement.“Cap Release Requirements” shall mean ***
 
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“Change of Control” shall mean the occurrence of (a) any consolidation or merger ofthe Company with or into any other Person, or any other corporate reorganization, businesscombination, transaction or Transfer of securities of the Company by its stockholders, or aseries of related transactions (including the acquisition of capital stock of the Company), whetheror not the Company is a party thereto, in which the stockholders of the Company immediately priorto such consolidation, merger, reorganization, business combination, transaction or Transfer, own,directly or indirectly, capital stock either (i) representing directly, or indirectly through oneor more entities, less than fifty percent (50%) of the equity of the Company or other survivingentity immediately after such consolidation, merger, reorganization, business combination,transaction or Transfer or (ii) that does not directly, or indirectly through one or more entities,afford the holders thereof the power to elect (by contract, share ownership or otherwise) amajority of the entire Board or other similar governing body of the Company or other survivingentity immediately after such consolidation, merger, reorganization, business combination,transaction or Transfer; (b) any transaction or series of related transactions, whether or not theCompany is a party thereto, after giving effect to which in excess of fifty percent (50%) of theCompany’s voting power (by contract, share ownership or otherwise) is owned directly, or indirectlythrough one or more entities, by any Person and its “affiliates” or “associates” (as such terms aredefined in the Exchange Act Rules) or any Group, excluding, in any case referred to in clause(a) or (b), any Initial Public Offering or any bona fide primary or secondary publicoffering following the occurrence of an Initial Public Offering; or (c) a sale, lease or otherdisposition of all or substantially all of the consolidated assets of the Company and itssubsidiaries; provided, that for purposes of this sentence, any transactions with the samethird party or any of its Affiliates shall be deemed to be a series of related transactions. Forthe avoidance of doubt, none of the following shall, in and of itself, constitute a “Change ofControl”: (x) a spin-off of one of the businesses of the Company or any subsidiary thereof, ora comparable transaction, or (y) a transaction in which, after giving effect thereto, the PrincipalInvestors and their Affiliates continue to own, directly or indirectly, more than fifty percent(50%) of the equity (1) of the Company or other surviving entity in the case of a transaction ofthe sort described in clause (a) above, (2) of the Company in the case of a transaction ofthe sort described in clause (b) above or (3) of the acquiring entity in the case of atransaction of the sort described in clause (c) above.“Change of Control Procedures” shall have the meaning set forth in Section4.9.“Charitable Organization” shall mean a charitable organization, as described bySection 501(c)(3) of the Internal Revenue Code of 1986, as in effect from time to time, that is notan Affiliate of a Stockholder, a Competitor, a Restricted Person, or primarily for the benefit of aStockholder, Competitor, or Restricted Person.“Charter” shall mean the Amended and Restated Certificate of Incorporation of theCompany, as filed with the Delaware Secretary of State on the date hereof, as may thereafter beamended from time to time.“Class A Common Stock” shall mean the voting Class A Common Stock, par value $.001 pershare, of the Company and shall include any shares of common stock issued in exchange for or inconsideration of (including shares of common stock of the surviving company in connection with amerger or similar business combination) or in substitution for the Class A Common Stock, includingshares of common stock issued upon an Initial Public Offering inexchange for or in substitution for such Class A Common Stock, or as such shares of Class ACommon Stock may be reclassified.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**“Class B Common Stock” shall mean the nonvoting Class B Common Stock, par value $.001per share, of the Company and shall include any shares of common stock issued in exchange for or inconsideration of (including shares of common stock of the surviving company in connection with amerger or similar business combination) or in substitution for the Class B Common Stock, includingshares of common stock issued upon an Initial Public Offering in exchange for or in substitutionfor such Class B Common Stock, or as such shares of Class B Common Stock may be reclassified.“Class C Common Stock” shall mean the voting Class C Common Stock, par value $.001 pershare, of the Company and shall include any shares of common stock issued in exchange for or inconsideration of (including shares of common stock of the surviving company in connection with amerger or similar business combination) or in substitution for the Class C Common Stock, or as suchshares of Class C Common Stock may be reclassified.“Class D Common Stock” shall mean the nonvoting Class D Common Stock, par value $.001per share, of the Company and shall include any shares of common stock issued in exchange for or inconsideration of (including shares of common stock of the surviving company in connection with amerger or similar business combination) or in substitution for the Class D Common Stock, or as suchshares of Class D Common Stock may be reclassified.“Co-Investment Vehicle” shall mean any one of (a) the MDP Co-Investment Vehicles,collectively, (b) the PEP Co-Investment Vehicles, collectively, (c) the THL Co-Investment Vehicles,collectively, and (d) the TPG Co-Investment Vehicles, collectively.“Commercial Agreements” shall mean, collectively, (i) the Amended and Restated ProgramLicense Agreement and all agreements ancillary thereto for programming rights granted to theCompany, (ii) the IPRA Amendment, (iii) the Mexico License Agreement, (iv) the Second ProgramLicense Agreement, and (v) the Sales Agency Agreement.“Commission” shall mean the United States Securities and Exchange Commission.“Common Stock” shall mean the common stock of the Company, including the Class ACommon Stock, the Class B Common Stock, the Class C Common Stock and the Class D Common Stock.“Company” shall have the meaning set forth in the Preamble.“Company Securities” shall have the meaning set forth in Section 3.9.1(a).“Competitor” shall mean, ***
 
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“Compliant Change of Control Transaction” shall mean any Sponsor Sale or Merger Exit(a) that is conducted in accordance with the Change of Control Procedures and Section 4.10,(b)in which the Acquiror is not a Restricted Person and, in the case of a Merger Exit, is a newlyformed Acquiror that has no material assets or liabilities other than the equity or indebtednessused to effect such Change of Control (provided, that in any case Section 4.4.3(b) ofArticle EIGHTH of the Charter shall apply), but in any case shall have no assets or liabilities ofan operating business, and (c) in connection with which, following the consummation of suchtransaction, (i)(x) the Televisa Investors’ board rights pursuant to Section 2 of thePrincipal Investor Agreement shall continue with respect to the Acquiror and any Acquisition Holdcoto the extent provided therein, (y) the Televisa Investors’ other governance rights pursuant to theTransaction Agreements (other than immaterial rights and in any case consent rights of the TelevisaInvestors under Section 2.4 of the Principal Investor Agreement and Section 4.4.3 of Article EIGHTHof the Charter shall not be considered immaterial) shall continue with respect to the Acquiror (orits parent, if the Acquiror is a wholly-owned subsidiary of such parent) or any Acquisition Holdcoto the extent provided therein, (z) the Televisa Investors’ rights (other than governance rightsreferred to in clauses (x) and (y) above) (other than immaterial rights and in anycase consent rights of the Televisa Investors under Section 2.4 of the Principal Investor Agreementand Section 4.4.3 of Article EIGHTH of the Charter shall not be considered immaterial) andobligations pursuant to the Transaction Agreements shall continue with respect to the Acquiror andany Acquisition Holdco to the extent provided therein; except, for the sake of clarity, in the caseof each of clauses (x), (y) and (z) above, to the extent those rights haveotherwise terminated in accordance with their respective terms; (ii) the Televisa Investors shallhave no greater obligations with respect to the Acquiror and its stockholders and any AcquisitionHoldco and its stockholders under the Transaction Agreements than they had to the Company, itssubsidiaries and its parent entities and the Principal Investors under the Transaction Agreementsimmediately prior to such Change of Control; and (iii) the Acquiror (or its parent, if the Acquiroris a wholly-owned subsidiary of such parent) or any Acquisition Holdco shall become a party to theTransaction Agreements to which the Company or the selling stockholders, as applicable, are a partyand assume all obligations of the Principal Investors pursuant thereto in effect immediately priorto the Change of Control (including, for the avoidance of doubt, the change of Control Proceduresand any Arbitrator Determination or remedy or relief issued by the Arbitrator) and the sellingstockholders, if applicable, shall remain bound by the terms of the Transaction Agreements to theextent they retain any Shares.“Consolidated Leverage Ratio” shall mean, as of any date of determination, the ratioof (x) Indebtedness as of such date to (y) BMP EBITDA for the period of the four fiscal quartersended on or immediately prior to such date for which financial statements are available. In theevent that the Company and any of its consolidated subsidiaries incurs, redeems, retires orextinguishes any Indebtedness subsequent to the commencement of the period for which theConsolidated Leverage Ratio is being calculated but prior to or simultaneously with the event forwhich the calculation of such ratio is made (a “Ratio Calculation Date”), then theConsolidated Leverage Ratio shall be calculated giving pro forma effect to such incurrence,redemption, retirement or extinguishment of indebtedness as if the same had occurred at thebeginning of the applicable four-quarter period. For purposes of making the computations referredto above, acquisitions, dispositions, mergers, amalgamations and consolidations (as determined inaccordance with GAAP), in each case with respect to an operating unit of a business made during thefour-quarter reference period or subsequent to such reference period and on or prior to orsimultaneously with the relevant Ratio Calculation Date shall be calculated on a pro formabasis in accordance with GAAP for the actual BMP EBITDA thereof assuming that all suchacquisitions, dispositions, mergers, amalgamations and consolidations had occurred on the first dayof the four-quarter reference period. Whenever pro forma effect is to be given to any acquisition,disposition, merger, amalgamation or consolidation, the pro forma calculations shall be made ingood faith by a responsible financial or accounting officer of the Company. For clarity,Schedule V reflects the Consolidated Leverage Ratio as of September 30, 2010.
 
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“control” (including, with correlative meanings, the terms “controlling,” “controlledby” and “under common control with”), as used with respect to any Person, shall mean thepossession, directly or indirectly, of the power to direct or cause the direction of the managementor policies of such Person, whether through the ownership of voting securities, by agreement orotherwise.“Convertible Securities” shall mean any evidence of indebtedness (including the TVDebentures), shares of stock, options, warrants (including the TV Warrants) or other securitieswhich are directly or indirectly convertible into or exchangeable or exercisable for shares ofCommon Stock, including any options and warrants; provided that the Preferential Rights shall notbe deemed to be Convertible Securities.“Covered Matters” shall have the meaning set forth in Section 11.1.“Delaware Court” shall have the meaning set forth in Section 11.2.“Demand Public Offering” shall have the meaning set forth in Section 5.3.2(a).“DGCL” shall mean the Delaware General Corporation Law, as amended.“Discriminate(s)” and “Discrimination” shall mean, with respect to a specifiedPerson, to discriminate against such specified Person as compared to other applicable parties in amanner that is, or is reasonably expected to be, (a) with respect to all Persons other than theTelevisa Investors, materially and disproportionately adverse to such specified Person and, (b)with respect to any Televisa Investor, disproportionately adverse to such Televisa Investor.“Drag Along Recapitalization Notice” shall have the meaning set forth in Section4.3.1.“Drag Along Recapitalization Percentage” shall have the meaning set forth inSection 4.3.“Drag Along Recapitalization Sale” shall have the meaning set forth in Section4.3.“Drag Along Sale” shall have the meaning set forth in Section 4.2.“Drag Along Sale Notice” shall have the meaning set forth in Section 4.2.1.“Drag Along Sale Percentage” shall have the meaning set forth in Section 4.2.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**“Drag Along Sellers” shall have the meaning set forth in Section 4.2.1.“Election Notice” shall have the meaning set forth in Section 5.3.3.“Equity Incentive Plans” shall mean the 2007 Equity Incentive Plan and the 2010 EquityIncentive Plan, collectively.“Equity Percentage” shall mean at any given time (a) in the context of equityownership, a fraction, expressed as a percentage, (i) the numerator of which is the aggregatenumber of shares of Common Stock held at such time by Persons who are Televisa Investors, and (ii)the denominator of which is the total number of shares of Common Stock outstanding at such time and(b) in the context of voting power, the percentage of outstanding voting equity of the Companyowned, directly or indirectly, at such time by such Persons indicated in clause (a) of thisdefinition. For the avoidance of doubt, the shares of Common Stock issuable (but not yet issued)upon conversion of the TV Debentures or upon exercise of the TV Warrants or the Preferential Rightsor issuable (but not yet issued) in respect of the Equity Incentive Plans shall not be consideredoutstanding for purposes of this definition.“Equivalent Shares” shall mean, at any date of determination, (a) as to anyoutstanding shares of Common Stock, such number of shares of Common Stock, (b) as to anyoutstanding Convertible Securities (other than the TV Debentures and TV Warrants), the maximumnumber of shares of Common Stock for which or into which such Convertible Securities may at thetime be exercised, converted or exchanged (or which will become exercisable, convertible orexchangeable on or prior to, or by reason of, the transaction or circumstance in connection withwhich the number of Equivalent Shares is to be determined assuming all of the conditions toexercise, conversion or exchange thereof have been satisfied), and (c) as to any outstanding TVDebentures and TV Warrants, the maximum number of shares of Common Stock for which such TVDebentures or TV Warrants, as the case may be, may then be converted or exercised, assuming all ofthe conditions to the conversion or exercise thereof have been satisfied.“Escrow Agent” shall have the meaning set forth in Section 6.2.“Exchange Act” shall mean the Securities Exchange Act of 1934 and the rules andregulations promulgated thereunder, as amended from time to time.“Exchange Act Rules” shall mean the rules adopted by the Commission under the ExchangeAct.“Exercise Notice” shall have the meaning set forth in Section 5.5.“Exercise Shares” shall have the meaning set forth in Section 5.3.3.“Exit Transaction” shall have the meaning set forth in Section 4.10.1.“Expiration Date” shall mean ***
 
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“Extra Amount” shall mean the amount, determined as of any given date in respect ofany TV Debentures, which is equal to the sum of the present value on such date of all requiredinterest payments that otherwise would have been due on such TV Debentures from the date ofconversion or Sale, as applicable, through the Maturity Date (as defined in the terms of the TVDebentures), in each case computed using a discount rate equal to the Treasury Rate (as defined inthe terms of the TV Debentures) as of such date with respect to each such interest payment.“Fair Market Value” shall mean, as of any date, as to any Share, the Board’s goodfaith determination of the fair market value of such Share (which, in the case of Options, shallequal the Fair Market Value of the share underlying such Option less the exercise price for suchOption) as of the applicable reference date.“Family Member” shall mean, with respect to any natural Person, (a) any linealdescendant or ancestor or sibling (by birth or adoption) of such natural Person, (b) any spouse orformer spouse of any of the foregoing, (c) any legal representative or estate of any of theforegoing, or the ultimate beneficiaries of the estate of any of the foregoing, if deceased and (d)any trust or other bona fide estate-planning vehicle the only beneficiaries of which are any of theforegoing Persons described in clauses (a) through (c) above.“FCC” shall mean the United States Federal Communications Commission or any successorentity.“FCC-Approved Trust” shall mean a bona fide trust arrangement satisfactory to the FCC.“FCC Permitted Increase in Ownership” shall have the meaning set forth in theInvestment Agreement.“FCC Regulatory Limitations” shall have the meaning set forth in Section3.9.1.“Federal Communications Laws” shall mean the Communications Act of 1934, as amended,and any successor statute thereto, and the rules, regulations and policies promulgated by the FCCthereunder.“Fifth Anniversary Period” shall have the meaning set forth in Section5.3.2(c).“First Offer Deadline” shall have the meaning set forth in Section 4.6.2(a).“First Offer Holder” shall have the meaning set forth in Section 4.6.1.“First Offer Notice” shall have the meaning set forth in Section 4.6.2(a).“First Offer Purchaser” shall have the meaning set forth in Section 4.6.2(a).“Foreign Ownership Cap” shall have the meaning set forth in the definition ofRegulatory Amendment or Waiver.
 
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“Foreign Ownership Restrictions” shall mean any and all restrictions imposed by theFederal Communications Laws on the direct or indirect ownership by non-U.S. citizens of entitiesthat directly or indirectly control broadcast licensees such as the Company and its broadcastlicensee subsidiaries.“Fourth Anniversary Period” shall have the meaning set forth in Section5.3.2(b).“GAAP” shall mean United States generally accepted accounting principles as in effecton the date of the Televisa Closing.“Governmental Authority” shall mean any United States (federal, state or local) orforeign government, or governmental, regulatory, judicial or administrative authority, agency,commission or court (including the FCC and applicable stock exchange(s)).“Group” shall mean “group” (within the meaning of Section 13(d)(3) of the ExchangeAct); provided, that a “group” must be formed knowingly in order to constitute a Group, andthe existence of any Group may not be established by mere parallel action.“Group Related Affiliate” shall have the meaning set forth in the definition of“Principal Investor Majority.”“Incentive Shares” shall mean all Shares and Options held by a Manager that aresubject to vesting or other service or performance based conditions to ownership, treating suchOptions as a number of Incentive Shares equal to the maximum number of Shares for which suchOptions may at the time be exercised.“Indebtedness” shall have the meaning set forth in the Principal Investor Agreement.“Individual Sell-Down Percentage” shall have the meaning set forth in Section8.3.“Initial Public Offering” shall mean the initial underwritten Public Offeringregistered on Form S-1 (or any successor form under the Securities Act).“Initial Stake” shall have the meaning set forth in Section 5.3.4(a).“Institutional Investor” and “Institutional Investors” shall have the meaningsset forth in Section 10.11.“Interim Charter” shall have the meaning set forth in the Recitals.“Investment Agreement” shall have the meaning set forth in the Recitals.“Investors” shall have the meaning set forth in the Preamble.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**“IPO Recap” shall have the meaning set forth in the definition of RecapitalizationTransaction.“IPRA Amendment” shall have the meaning set forth in the Investment Agreement.“Law” shall mean any statute, law, ordinance, regulation, rule, code, injunction,judgment, decree, order or any other judicially enforceable legal requirement (including commonlaw) of any Governmental Authority.“Liquidity Right” shall have the meaning set forth in Section 5.3.2(a).“Major Televisa Competitor” shall have the meaning set forth on Schedule II.“Major Television Person” shall mean ***“Majority Acquisition Date” shall have the meaning set forth in Section 5.3.1.“Majority in Interest” shall mean with respect to Shares of one or more class(es), amajority in number of such Shares of all such class or classes taken in the aggregate.“Majority MDP Investors” shall mean, as of any date, the holders of a Majority inInterest of the Shares held by the MDP Investors.“Majority PEP Investors” shall mean, as of any date, the holders of a Majority inInterest of the Shares held by the PEP Investors.“Majority PITV Investors” shall mean, as of any applicable time, (a) PITV InvestorGroups that, in the aggregate, hold greater than fifty percent (50%) of the outstanding CommonStock then held by all PITV Investor Groups (provided, in the case of the TelevisaInvestors, including only such shares of Common Stock held directly by Televisa) and (b) a majorityof the PITV Investor Groups; provided, that if the aggregate number of PITV Investor Groupsis two and both of the PITV Investor Groups have not reached agreement or consented with respect toa matter, the term “Majority PITV Investors” shall have the meaning set forth in clause (a)of this definition only; provided, further, that no Principal Investor Group shallbe deemed to be a Principal Investor Group for purposes of this definition from and after such timethat it has voluntarily sold sixty six and two thirds percent (66 2/3%) or more, in the aggregate,of the Shares held by such Principal Investor Group immediately following the Televisa Closing toPersons other than their respective Permitted Transferees; and provided, further,that, following a Transfer of control to an initial or subsequent Purchaser of Control, suchPurchaser of Control shall have the right to exercise the rights of the transferor PrincipalInvestor Groups and the transferor PITV Investor Groups in accordance with Section 3.8hereof.
 
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“Majority Principal Investors” shall mean, as of any applicable time, (a) PrincipalInvestor Groups (excluding, in each case, Co-Investment Vehicles that constitute part of suchPrincipal Investor Group) that, in the aggregate, hold at least 60% of the outstanding Common Stockthen held by all Principal Investor Groups (without taking into account shares of CommonStock held by Co-Investment Vehicles that are part of such Principal Investor Group) and (b) amajority of the Principal Investor Groups; provided, that if the aggregate number ofPrincipal Investor Groups is an even number and a majority of the Principal Investor Groups has notreached agreement or consented with respect to a matter, the term “Majority Principal Investors”shall have the meaning set forth in clause (a) of this definition only; provided,further, that no Principal Investor Group shall be deemed to be a Principal Investor Groupfor purposes of this definition from and after such time that it has voluntarily sold sixty six andtwo thirds percent (66 2/3%) or more, in the aggregate, of the Shares held by such PrincipalInvestor Group immediately following the Televisa Closing to Persons other than their respectivePermitted Transferees; provided, further, that, following a Transfer of control toan initial or subsequent Purchaser of Control, such Purchaser of Control shall have the right toexercise the rights of the Principal Investors and the Majority Principal Investors in accordancewith Section 3.8 hereof; and provided, further, that, for purposes of Sections2, 4.2, 4.3, 4.4, 4.7 and 4.8, at such time as thereare no Principal Investors remaining, “Majority Principal Investors” shall mean Investors holdingat least 60% majority of the outstanding Class A Common Stock then held by Investors party to thisAgreement.“Majority SCG Investors” shall mean, as of any date, the holders of a Majority inInterest of the Shares held by the SCG Investors.“Majority Televisa Investors” shall mean, as of any date, the holders of a Majority inInterest of the Shares held by the Televisa Investors.“Majority THL Investors” shall mean, as of any date, the holders of a Majority inInterest of the Shares held by the THL Investors.“Majority TPG Investors” shall mean, as of any date, the holders of a Majority inInterest of the Shares held by the TPG Investors.“Management Shares” shall mean all Shares held by a Manager. Any Management Sharesthat are Transferred by the holder thereof to such holder’s Permitted Transferees shall remainManagement Shares in the hands of such Permitted Transferee.“Managers” shall have the meaning set forth in the Preamble.“Maximum Capital Percentage” shall mean 40%; provided that such percentageshall be increased to the extent that any share repurchase, recapitalization, acquisition orsimilar action taken or instituted by the Company or any of its Subsidiaries results in the CapitalPercentage as of immediately prior to such action being increased as of immediately after suchaction; and provided, further, that (i) the Maximum Capital Percentage shall be anunlimited percentage at and after the earlier to occur of (x) the time when the Standstill ReleaseRequirements have been satisfied or (y) the time when the limitations in Section 5.1.1 of thisAgreement shall no longer apply pursuant to Section 5.1.2 of this Agreement, and (ii) the MaximumCapital Percentage shall not restrict Televisa from making, either alone or as part of a group, anoffer permitted by Section 8.3(b) of the Investment Agreement and acquiring Shares pursuantthereto.
 
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“Maximum Equity Percentage” shall mean the sum of:(i) 10%; provided that such percentage shall be increased to the extent that theEquity Percentage increases as a result of any share repurchase, recapitalization, acquisition orsimilar action taken or instituted by the Company or any of its Subsidiaries and provided,further, in the event that the Principal Investors have Transferred more than 95% of theaggregate amount of the Principal Investors’ Total Ownership Amount to one or more Person(s) thatare not (x) Permitted Transferees (not including pursuant to clause (b)(ii) of thedefinition of Permitted Transferees) of any Principal Investor or (y) a Purchaser of Control, thenthe percentage set forth in this clause (i) shall be increased to 20%; provided,that such percentage shall be increased to the extent that any share repurchase, recapitalization,acquisition or similar action taken or instituted by the Company or any of its subsidiariesfollowing such increase to 20% results in the Equity Percentage as of immediately prior to suchaction being increased as of immediately after such action; plus(ii) the amount of any FCC Permitted Increase in Ownership (for illustrative purposes, if theForeign Ownership Cap is increased from the current 25% cap to 30%, then the Maximum EquityPercentage shall be increased by 5 percentage points), and if the Foreign Ownership Cap is nolonger applicable under, or is eliminated by, applicable Law, the Maximum Equity Percentage shallalso be disregarded. For the avoidance of doubt, this definition of Maximum Equity Percentage,applies to both clause (a) and (b) of the definition of Equity Percentage;provided, however, that (A) the Maximum Equity Percentage shall be an unlimitedpercentage at and after the earlier to occur of (x) the time when the Cap Release Requirements havebeen satisfied or (y) the time when the limitations in Section 5.1.1 of this Agreementshall no longer apply pursuant to Section 5.1.2 of this Agreement, and (B) the MaximumEquity Percentage shall not restrict Televisa from making, either alone or as part of a group, anoffer permitted by Section 8.3(b) of the Investment Agreement and acquiring Shares pursuantthereto. Without limiting the foregoing provisos, following the acquisition by a Strategic Buyerof a majority of the voting Common Stock and equity of the Company, the Maximum Equity Percentagemay be further increased to the extent mutually agreed by the Strategic Buyer and Televisa.“MDP” shall mean, as of any date, Madison Dearborn Capital Partners IV, L.P., MDCPIVIntermediate (Umbrella), L.P., Madison Dearborn Capital Partners V-A, L.P., MDCPV Intermediate(Umbrella), L.P. and their respective Permitted Transferees, in each case only if such Person isthen a Stockholder and holds any Shares.“MDP Co-Investment Vehicles” shall mean, as of any date, MDCP Foreign Co-Investors(Umbrella), L.P., MDCP US Co-Investors (Umbrella), L.P. and their respective successor entities,and any Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof(including amounts paid for the acquisition of any Convertible Securities to subscribe for,purchase or otherwise acquire such equity) has not been contributed by the same investors, partnersand members as contributed to the equity of MDP, (ii) such entity has been formed for the mainpurpose of investing in the Company or any Affiliate thereof, and (iii) such entity is aStockholder and owns Shares. For the avoidance of doubt, neither MDCPIV Intermediate(Umbrella), L.P., MDCPV Intermediate (Umbrella), L.P., nor any successor thereof shall bedeemed to be a Co-Investment Vehicle for the purposes of this Agreement.
 
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“MDP Investors” shall mean, as of any date, MDP, the MDP Co-Investment Vehicles, andtheir respective Permitted Transferees, in each case only if such Person is then a Stockholder andholds any Shares.“Merger” shall have the meaning set forth in the Recitals.“Merger Agreement” shall have the meaning set forth in the Recitals.“Merger Closing” shall have the meaning set forth in the Recitals.“Merger Exit” shall mean a Change of Control transaction (other than a Sponsor Sale)that is structured as a merger, consolidation, sale of all or substantially all assets or similarbusiness combination of the Company.“Merger Exit Election Deadline” shall have the meaning set forth in Section4.8.2.“Merger Exit Notice” shall have the meaning set forth in Section 4.8.1.“Merger Exit Participation Election” shall have the meaning set forth in Section4.8.1(a).“Merger Exit Participation Rights” shall have the meaning set forth in Section4.8.1(a).“Merger Price” shall mean, with respect to any Share acquired by the Acquiror in aMerger Exit, the amount of consideration paid to the holder of such Share in the Merger Exit.“Mexico License Agreement” shall have the meaning set forth in the InvestmentAgreement.“Minimum Total Combined Investment” shall mean, with respect to any one PrincipalInvestor, shares of Common Stock with an aggregate initial cost of $150,000,000. For purposeshereof, the agreed initial cost of a share of Common Stock shall be $398.52 (subject to appropriateadjustment for stock splits, dividends and similar events).“Negotiation Period” shall have the meaning set forth in Section 5.5.“New Televisa Investor” shall mean any Person described in clause (ii) or(iii) of the definition of the Televisa Investors; provided, that such Person shallcease to be a New Televisa Investor hereunder, and shall automatically become an Other Investorhereunder, immediately upon such Person ceasing to be a member of a Group of which Televisa and/orany of its Affiliates is a member with respect to securities of the Company.“Non-Change of Control Merger” shall have the meaning set forth in Section4.13.
 
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“Non-TV Initiated QPO” shall have the meaning set forth in Section 5.3.1.“Open Market Purchase Rights” shall have the meaning set forth in the InvestmentAgreement.“Options” shall mean any options to subscribe for, purchase or otherwise directlyacquire Common Stock, other than (i) any such option held by the Company or any direct or indirectsubsidiary thereof or (ii) any right to purchase shares of Common Stock pursuant to this Agreementor the Participation, Registration Rights and Coordination Agreement.“Other Investor Shares” shall mean all Shares held by an Other Investor. Any OtherInvestor Shares that are Transferred by the holder thereof to such holder’s Permitted Transfereesshall remain Other Investor Shares in the hands of such Permitted Transferee.“Other Investors” shall have the meaning set forth in the Preamble.“Participating Seller” shall have the meanings set forth in Section 4.1.2 andSection 4.2.1, as applicable.“Participation, Registration Rights and Coordination Agreement” shall mean the Amendedand Restated Participation, Registration Rights and Coordination Agreement of the Company, dated asof the date hereof, as amended from time to time.“Pending Underwritten Offering” shall mean, with respect to any Withdrawing Holderwithdrawing from this Agreement pursuant to Section 8.3, any underwritten Public Offeringfor which a registration statement relating thereto is or has been filed with the Commission eitherprior to, or not later than the sixtieth day after, the effectiveness of such Withdrawing Holder’swithdrawal from this Agreement.“PEP” shall mean, as of any date, Providence Equity Partners V (Umbrella US) L.P.,Providence Equity Partners VI (Umbrella US) L.P., Providence Investors V (Univision) L.P.,Providence Investors VI (Univision) L.P. and their respective Permitted Transferees, in each caseonly if such Person is then a Stockholder and holds any Shares.“PEP Co-Investment Vehicles” shall mean, as of any date, Providence Co-Investors(Univision) L.P., Providence Co-Investors (Univision US) L.P. and their respective successorentities, and any Affiliated Fund thereof if, in each case, (i) substantially all of the equitythereof (including amounts paid for the acquisition of any Convertible Securities to subscribe for,purchase or otherwise acquire such equity) has not been contributed by the same investors, partnersand members as contributed to the equity of PEP, (ii) such entity has been formed for the mainpurpose of investing in the Company or any Affiliate thereof, and (iii) such entity is aStockholder and owns Shares. For the avoidance of doubt, neither Providence Investors V(Univision) L.P., Providence Investors VI (Univision) L.P., nor any successor thereof shall bedeemed to be a Co-Investment Vehicle for the purposes of this Agreement.
 
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“PEP Investors” shall mean, as of any date, PEP, the PEP Co-Investment Vehicles, andtheir respective Permitted Transferees, in each case only if such Person is then a Stockholder andholds any Shares.“Permitted Person” shall have the meaning set forth on Schedule III.“Permitted Transferee” shall mean, in respect of (a) any PITV Investor, (i) anyAffiliate of such PITV Investor (other than a portfolio company of such PITV Investor) or (ii) anysuccessor entity, (b) any Bank Investor, any Affiliate of such Bank Investor, (c) any SCG Investor,(i) any Person which is controlled by or for the benefit of Haim Saban or Cheryl Saban (or in theevent of their divorce, their subsequent respective spouses) (collectively “Saban”) ortheir Family Members (other than a portfolio company of any SCG Investor), (ii) then-current orformer officers and/or employees of Saban or entities controlled by Saban who were issued suchinterests as a result of or in connection with their employment by Saban, or such officers’ and/oremployees’ Family Members to the extent they receive such Transferred interests initially issued tosuch officer or employee as a result of or in connection with his or her employment by Personscontrolled by Saban, and (iii) any trust, custodianship or other entity created for estate or taxplanning purposes all of the beneficiaries of which are any of the persons listed in subclause(i) to (iii) of this clause (c), (d) any Manager, any Family Member of such Manager,the Company or any subsidiary thereof, and (e) any holder of Shares who is a natural person, (i)upon the death of such natural person, such person’s estate, executors, administrators, personalrepresentatives, heirs, legatees or distributees in each case acquiring the Shares in questionpursuant to the will or other instrument taking effect at death of such holder or by applicableLaws of descent and distribution and (ii) any Person acquiring such Shares pursuant to a qualifieddomestic relations order; in each case described in clauses (a) through (e), onlyif such transferee agrees to be bound by the terms of the Transaction Agreements in accordance withtheir respective terms to the same extent its transferor is bound thereby (it being understood thatany Transfer not meeting the foregoing conditions but purporting to rely on Section 3.1.1shall be null and void). In addition, any Stockholder shall be a Permitted Transferee of thePermitted Transferees of itself and any member of a Principal Investor Group shall be a PermittedTransferee of any other member of such Principal Investor Group. No Restricted Person may be a“Permitted Transferee.”“Person” shall mean any individual, partnership, corporation, company, association,trust, joint venture, limited liability company, unincorporated organization, entity or division,or any government, governmental department or agency or political subdivision thereof.“PITV Investor Group” shall mean (a) each of the Principal Investor Groups; and (b)the Televisa Investors; provided, however, that the Televisa Investors shall ceaseto be a PITV Investor Group after a Televisa Sell-Down. Where this Agreement provides for thevote, consent or approval of any PITV Investor Group, such vote, consent or approval shall bedetermined by (i) the Majority MDP Investors, the Majority PEP Investors, the Majority SCGInvestors, the Majority Televisa Investors, the Majority THL Investors or the Majority TPGInvestors, as the case may be, or (ii) a Purchaser of Control, as applicable, except as otherwisespecifically set forth herein.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**“PITV Investors” shall mean the Televisa Investors and the Principal Investors,collectively; provided, that a Principal Investor and/or a Televisa Investor shall cease tobe a PITV Investor if it ceases to be a member of a PITV Investor Group; provided,further, that, following a Transfer of control to an initial or subsequent Purchaser ofControl, such Purchaser of Control shall have the right to exercise the rights of the transferorPrincipal Investors in accordance with Section 3.8.“Post Transaction Percentage” shall mean, with respect to any Televisa Investor, thetotal percentage of equity (on a fully-diluted basis, including the equity issuable upon exerciseof any Convertible Securities) in the acquiror that such Televisa Investor owns, directly orindirectly, immediately after giving effect to a Merger Exit or Non-Change of Control Merger, asapplicable.“Pre Transaction Percentage” shall mean, with respect to any Televisa Investor, theCapital Percentage that such Televisa Investor owns, directly or indirectly, immediately prior togiving effect to a Merger Exit or Non-Change of Control Merger, as applicable.“Preferential Participation Right” shall have the meaning set forth in theParticipation, Registration Rights and Coordination Agreement.“Preferential Right of First Refusal” shall have the meaning set forth in Section4.5.2.“Preferential Rights” shall mean the Open Market Purchase Rights, the Televisa Option,the Preferential Participation Right and the Preferential Right of First Refusal.“Preferential ROFR Buyer” shall have the meaning set forth in Section 4.5.“Preferential ROFR Cap” shall mean, with respect to each Principal Investor Group atthe time of determination, a number of Shares of Common Stock equal to that number of Sharesconstituting *** of the Additional Equity Amount (determined, for purposes of the definition, as ofthe date hereof) and as reduced by the aggregate number of Shares of Common Stock Transferred byany member of such Principal Investor Group pursuant to the Preferential Right of First Refusalprior to such date.“Preferential ROFR Exercise Notice” shall have the meaning set forth in Section4.5.2.“Preferential ROFR Issuance” shall have the meaning set forth in Section4.5.3.“Preferential ROFR Issuance Right” shall have the meaning set forth in Section4.5.3.“Preferential ROFR Notice” shall have the meaning set forth in Section 4.5.1.“Preferential ROFR Shares” shall have the meaning set forth in Section 4.5.1.“Principal Investor” shall have the meaning set forth in the Preamble.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**“Principal Investor Agreement” shall mean the Amended and Restated Principal InvestorAgreement of the Company, dated as of the date hereof, among BMP, BMPH, Univision, Televisa and thePrincipal Investors, as it may be amended from time to time.“Principal Investor Group” shall mean any one of (a) the MDP Investors, collectively,(b) the PEP Investors, collectively, (c) the SCG Investors, collectively, (d) the THL Investors,collectively, and (e) the TPG Investors, collectively; provided, however, that anysuch Principal Investor Group shall cease to be a Principal Investor Group at such time after theTelevisa Closing, and at all times thereafter, as such Principal Investor Group ceases to holdShares representing a Total Combined Investment of at least the Minimum Total Combined Investment;provided, further, that, following a Transfer of control to an initial or subsequentPurchaser of Control, such Purchaser of Control shall have the right to exercise the rights of thePrincipal Investor Groups in accordance with Section 3.8; provided,further, that no adjustment or modification to the term “Minimum Total Combined Investment”shall cause any former Principal Investor Group to again become a Principal Investor Group. Wherethis Agreement provides for the vote, consent or approval of any Principal Investor Group, suchvote, consent or approval shall be determined by (i) the Majority MDP Investors, the Majority PEPInvestors, the Majority THL Investors, the Majority TPG Investors, or the Majority SCG Investors,as the case may be, or (ii) any Purchaser of Control, as applicable, except as otherwisespecifically set forth herein.“Principal Investor Majority” shall mean, with respect to a transaction between theCompany or one of its subsidiaries on the one hand and a Principal Investor Group (or any memberthereof) or one of its, or their, Affiliates on the other (a “Group Related Affiliate”),(a) Principal Investor Groups that are not and whose Affiliates are not Group Related Affiliatesand who, in the aggregate, hold a Majority in Interest of the Common Stock then held by allPrincipal Investor Groups that are not and whose Affiliates are not a Group Related Affiliate withrespect to such transaction, or (b) if each Principal Investor Group and/or an Affiliate of eachPrincipal Investor Group is a Group Related Affiliate with respect to such transaction, theMajority Principal Investors.“Principal Investor Sell-Down” shall mean the date upon which (i) the MDP Investors,PEP Investors, SCG Investors, THL Investors and TPG Investors, collectively, or (ii) any initial orsuccessive Purchaser(s) of Control, as applicable, have voluntarily Transferred *** or more, in theaggregate, of the shares of Common Stock held by the Principal Investors (either directly orthrough such Principal Investors’ ownership of Units of BMPS1) immediately following the TelevisaClosing to Persons other than Permitted Transferrees and other than Purchaser(s) of Control afterwhich the transferor(s) in such transfer to a Purchaser(s) of Control will no longer have rights asa Principal Investor, but such Purchaser of Control (or successive Purchaser of Control) shall havethe collective rights and obligations of such Principal Investors and such Principal InvestorGroups under the Transaction Agreements in accordance with Section 3.8.“Principal Investors’ Total Ownership Amount” shall mean the total number of Sharesowned immediately after the Televisa Closing by the Principal Investors, including any Shares heldindirectly through such Principal Investors’ ownership of Units of BMPS1 (as adjusted forany stock splits, stock dividends, reverse stock splits, stock combinations, recapitalizationsand other similar capitalization changes).
 
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“Pro Rata Portion” shall mean:(b) for purposes of Section 4.1.4, with respect to each Tag AlongSeller, a number of Shares equal to the aggregate number of Shares that theProspective Buyer is willing to purchase in the proposed Sale, multiplied by afraction, the numerator of which is the aggregate number of Tag Eligible Shares heldby such Tag Along Seller and the denominator of which is the aggregate number of TagEligible Shares of the applicable class held by all Tag Along Sellers; and(c) for purposes of Section 4.6.6, with respect to each First OfferPurchaser, a number of Shares equal to the aggregate number of Subject Sharesmultiplied by a fraction, the numerator of which is the aggregate number of Sharesheld by such First Offer Purchaser and the denominator of which is the aggregatenumber of Shares held by all First Offer Purchasers.“Proposed Purchaser” shall have the meaning set forth in Section 4.5.1.“Prospective Buyer” shall mean any Person or Group, including the Company or any ofits subsidiaries or any other Stockholder, proposing to purchase or otherwise acquire Shares or allor substantially all assets from a Prospective Selling Stockholder, including pursuant to a MergerExit; provided, that the term “Prospective Buyer,” as used in Sections 4.7 and4.8 (and any other sections relating thereto), shall not include the Company or any of itssubsidiaries.“Prospective Selling Stockholder” shall mean:(a) for purposes of Section 3.3, any Investor that proposes to Transferany Shares to any Prospective Buyer;(b) for purposes of Section 4.1, any Stockholder that proposes toTransfer any Shares to any Prospective Buyer, including Televisa buying pursuant toSection 4.5 and a First Offer Purchaser buying pursuant to Section4.6;(c) for purposes of Section 4.2, any Stockholder forming part of theacting Majority Principal Investors that has elected to exercise the drag alongright provided by such Section;(d) for purposes of Section 4.5, any Principal Investor that proposesto Transfer any shares in a transaction that is subject to such Section;(e) for purposes of Section 4.6, any Stockholder forming part of theacting Majority Principal Investors that proposes to Transfer any Shares in atransaction that is subject to such Section;
 
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(f) for purposes of Section 4.7, (i) any Stockholder forming part ofthe acting Majority Principal Investors that proposes to Transfer any Shares in aSponsor Sale that is subject to such Section or, (ii) for any time followingTelevisa’s timely Sponsor Sale Tag Along Election (provided that it has notbeen revoked in accordance with Section 4.7.6), but only for purposes of thelast sentence of Section 4.7.3 and the entirety of Section 4.7.6,any Stockholder forming part of the acting Majority PITV Investors that proposes toTransfer any Shares in a Sponsor Sale that is subject to such Section;(g) for purposes of Section 4.8, (i) any Stockholder forming part ofthe acting Majority Principal Investors that proposes to Transfer any Shares in aMerger Exit that is subject to such Section or, (ii) for any time followingTelevisa’s timely Merger Exit Participation Election (provided, that it hasnot been revoked in accordance with Section 4.8.9), but only for purposes ofthe last sentence of Section 4.8.3 and the entirety of Section4.8.9, any Stockholder forming part of the acting Majority PITV Investors thatproposes to Transfer any Shares in a Merger Exit that is subject to such Section.“PRRCA Demand Rights” shall mean, with respect to any Person, such Person’s rights asan “Initiating Investor” pursuant to Section 3.1 of the Participation, Registration Rights andCoordination Agreement.“Public Offering” shall mean a public offering and sale of Common Stock for cashpursuant to an effective registration statement under the Securities Act.“Purchaser of Control” shall mean one or more Persons (other than Restricted Persons)acquiring control of the Company pursuant to a Compliant Change of Control Transaction (including aSponsor Sale or Merger Exit), but subject to and in accordance with Section 3.8 hereof.For the avoidance of doubt, such term shall include any and all successive “Purchasers of Control”after the initial Change of Control (including the initial Sponsor Sale or Merger Exit, if any)that occurs after the date hereof.“Qualified Institutional Investor” shall mean any of (a) the MDP Investors, (b) thePEP Investors, (c) the SCG Investors, (d) the THL Investors, (e) the TPG Investors, (f) theTelevisa Investors, (g) the Bank Investors and (h) the respective Affiliates of the foregoingPersons.“Qualified Public Offering” shall mean the first underwritten Public Offering (otherthan any Public Offering or sale pursuant to a registration statement on Form S-4, S-8 or acomparable form) in which (i) the aggregate price to the public of all Common Stock sold in suchoffering (together with the aggregate price to the public of all Common Stock sold in any previousunderwritten Public Offerings (other than any Public Offering or sale pursuant to a registrationstatement on Form S-4, S-8 or any comparable form)) equals or exceeds $500,000,000 and (ii) theCommon Stock of the Company sold in such offering (together with all Common Stock sold in anyprevious underwritten Public Offerings (other than any Public Offering or sale pursuant to aregistration statement on Form S-4, S-8 or any comparable form)) represents less than 20% of thethen-outstanding Common Stock; it being understood that theforegoing determination shall be made assuming that the TV Debentures and/or TV Warrants havebeen exercised and converted.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**“Ratio Calculation Date” shall have the meaning given to it in the definition of“Consolidated Leverage Ratio” as set forth herein.“Recapitalization” shall have the meaning set forth in the Recitals.“Recapitalization Agreement” shall have the meaning set forth in the Recitals.“Recapitalization Transaction” shall mean a transaction not constituting a Change ofControl approved by the Majority PITV Investors in which one or more classes of securities issuedby the Company or any of its direct or indirect subsidiaries are, in whole or in part, convertedinto, or exchanged for, cash or securities in another form issued by the Company, any of its director indirect subsidiaries, a newly formed parent or affiliated Persons. Notwithstanding theforegoing, in connection with the Initial Public Offering, the Majority PITV Investors may approvea recapitalization transaction in which shares of Common Stock are converted into, or exchangedfor, securities in another form issued by a newly formed parent of the Company in a manner thatdoes not adversely affect the rights, obligations and/or securities of Televisa or the TelevisaInvestors under any of the Transaction Agreements (an “IPO Recap”). For the avoidance ofdoubt, any IPO Recap shall be deemed to be a Recapitalization Transaction hereunder.“Regulatory Amendment or Waiver” shall mean an amendment of the Federal CommunicationsLaws by duly enacted legislation or a ruling or waiver by the FCC that increases or grantspermission to exceed the foreign ownership limitations established by the Federal CommunicationsLaws that currently requires FCC approval for non-U.S. individuals, corporations and governments toown, in the aggregate, more than twenty-five percent (25%) of the equity interests or possess morethan twenty-five percent (25%) of the voting rights of a U.S. entity that directly or indirectlycontrols a broadcast licensee or more than twenty percent (20%) of the equity interests or votingrights in such broadcast licensee (the “Foreign Ownership Cap”).“Restricted Person” shall mean ***“Restricted Public Stockholders” shall have the meaning set forth in Section3.9.1(b).“ROFO Notice” shall have the meaning set forth in Section 5.5.“Rule 144” shall mean Rule 144 under the Securities Act (or any successor rule).“Saban” shall have the meaning set forth in the definition of “PermittedTransferee.”“Sale” shall mean a Transfer for value and the terms “Sell” and “Sold”shall have correlative meanings.“Sale Notice” shall have the meaning set forth in Section 4.6.1.
 
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“Saban Arrangements” shall mean the arrangements reflected in the Saban ServicesAgreement, the BMPS1 LLC Agreement or the BMPS2 LLC Agreement, as amended from time to time.“Saban Services Agreement” shall mean the Amended and Restated Services Agreement, byand between the Company, SCG Investments IIB LLC, BMPI Services LLC and BMPI Services II, LLC,dated as of the date hereof, as amended from time to time.“Sales Agency Agreement” shall have the meaning set forth in the Investment Agreement.“SCG Investors” shall mean, as of any date, SCG Investments II, LLC and its PermittedTransferees, in each case only if such Person is then a Stockholder and holds any Shares.“Second Program License Agreement” shall have the meaning set forth in the InvestmentAgreement.“Securities Act” shall mean the Securities Act of 1933 and the rules and regulationspromulgated thereunder, as amended from time to time.“Senior Officer” shall have the meaning set forth in the Investment Agreement.“Service Agreements” shall mean, collectively, (i) the Amended and Restated ManagementAgreement by and among the Company, BMPH, Univision, Madison Dearborn Partners IV, L.P., MadisonDearborn Partners V-B, L.P., Providence Equity Partners V Inc., Providence Equity Partners L.L.C.,KSF Corp., THL Managers VI, LLC and TPG Capital, L.P., dated as of the date hereof as it may beamended from time to time and (ii) the Technical Assistance Agreement by and among the Company,BMPH, Univision and Televisa, S.A de C.V., dated as of the date hereof as it may be amended fromtime to time.“Shares” shall mean (a) all shares of Common Stock held by a Stockholder, wheneverissued, including all shares of Common Stock issued upon the exercise, conversion or exchange ofany Convertible Securities and (b) all Convertible Securities held by a Stockholder (treating suchConvertible Securities as a number of Shares equal to the number of Equivalent Shares representedby such Convertible Securities for all purposes of this Agreement except as otherwise specificallyset forth herein). Notwithstanding the foregoing, Shares shall include Management Shares for allpurposes of this Agreement, provided, that with respect to Section 4.6, (x) Shares held bya Prospective Selling Stockholder shall include all Management Shares, and (y) Shares held byPersons other than a Prospective Selling Stockholder shall only include Management Shares which arenot Incentive Shares. For the avoidance of doubt, (i) upon a proposed Transfer of ConvertibleSecurities (including the TV Debentures and TV Warrants), such Transfer shall be deemed to be ofthat number of Shares into which the Convertible Securities are convertible, assuming that allconditions to which the Transfer of the Convertible Securities are subject have been satisfied;(ii) any Shares held by BMPS1 shall be deemed to be held by the Principal Investors (in proportionto their respective interests in BMPS1) for allpurposes under this Agreement; and (iii) any Shares held by BMPS2 shall be deemed to be heldby Televisa for all purposes under this Agreement.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**“Significant Subsidiary” shall mean any “significant subsidiary,” as that term isdefined in Regulation S-X promulgated under the Securities Act and the Exchange Act (or anysuccessor regulation); provided that all references to ten percent (10%) set forth thereinshall be deemed to be references to seven and one-half percent (7.5%) for purposes of thisdefinition.“Sixth Anniversary Period” shall have the meaning set forth in Section5.3.2(d).“Specified Restricted Person” shall mean ***“Sponsor Sale” shall have the meaning set forth in Section 4.7.“Sponsor Sale Election Deadline” shall have the meaning set forth in Section4.7.2.“Sponsor Sale Notice” shall have the meaning set forth in Section 4.7.1.“Sponsor Sale Tag Along Election” shall have the meaning set forth in Section4.7.1.“Sponsor Sale Tag Along Rights” shall have the meaning set forth in Section4.7.1.“Standstill Release Requirements” shall have the meaning set forth in the InvestmentAgreement.“Stockholders” shall have the meaning set forth in the Preamble.“Strategic Buyer” shall have the meaning set forth in the Investment Agreement.“Strategic ROFO” shall have the meaning set forth in Section 5.3.2(a).“Subject Shares” shall have the meaning set forth in Section 4.6.1(a)(i).“subsidiary” of any Person, shall mean any corporation, partnership, joint venture orother legal entity of which such Person (either alone or through or together with any othersubsidiary), owns, directly or indirectly, more than 50% of the stock or other equity interests,the holders of which are generally entitled to vote for the election of the board of directors orother governing body of such corporation or other legal entity.“Tag Along Holder” shall have the meaning set forth in Section 4.1.1.“Tag Along Notice” shall have the meaning set forth in Section 4.1.1.“Tag Along Offer” shall have the meaning set forth in Section 4.1.2.“Tag Along Sale Percentage” shall have the meaning set forth in Section4.1.1(a).
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THAT THE OMITTED PORTIONS OF THISDOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**“Tag Along Sellers” shall have the meaning set forth in Section 4.1.2.“Tag Eligible Shares” shall mean, at any time, all Shares that (a) are not ManagementShares, or (b) are Management Shares that will be Vested Shares as of the proposed Transfer datespecified in the Tag Along Notice, if so specified, and otherwise the anticipated Transfer date asreasonably determined in good faith by the Prospective Selling Stockholder.“Televisa” shall have the meaning set forth in the Preamble.“Televisa Closing” shall have the meaning set forth in the Recitals.“Televisa Investment” shall have the meaning set forth in the Recitals.“Televisa Investors” shall mean, as of any date, collectively, (i) Televisa and anyPermitted Transferee of Televisa; (ii) any Person that is not a Permitted Transferee of Televisabut that is, as of such date, a member of a Group of which Televisa and/or any of its Affiliates isa member with respect to securities of the Company (excluding any Principal Investor); and (iii) aPermitted Transferee of a Person described in clause (ii) above, provided, thatsuch Permitted Transferee is, as of such date, a member of, a Group of which Televisa and/or any ofits Affiliates is a member with respect to securities of the Company (excluding any PrincipalInvestor); in each case under clauses (i), (ii) and (iii), only if and tothe extent such Person is then a Stockholder and holds any Shares; provided,further, that BMPS2 shall not constitute a Televisa Investor and Televisa shall not beresponsible for any actions or failures to act of BMPS2, but Televisa shall be deemed to hold theShares held by BMPS2, including regardless of any Transfer of Shares by BMPS2 under the SabanArrangements.“Televisa Option” shall have the meaning set forth in the Investment Agreement.“Televisa Sell-Down” shall mean the date upon which the Televisa Investors havevoluntarily sold *** in the aggregate, of the shares of Common Stock and Convertible Securitiesexchangeable or convertible into shares of Common Stock or TV Warrants (on an as-converted basis)held by Televisa immediately following the Televisa Closing as adjusted for any stock splits, stockdividends, reverse stock splits, stock combinations, recapitalizations and other similarcapitalization changes; provided that the sale of any Shares by Persons who are “TelevisaInvestors” pursuant to clause (ii) or (iii) of the definition thereof shall not count towards aTelevisa Sell-Down except to the extent that such Person acquired such Shares from Televisa.“Third Anniversary Period” shall have the meaning set forth in Section5.3.2(a).“THL” shall mean, as of any date, Thomas H. Lee Equity Fund VI, L.P., THL Equity FundVI Investors (Univision), L.P. and their respective Permitted Transferees, in each case only ifsuch Person is then a Stockholder and holds any Shares.
 
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“THL Co-Investment Vehicles” shall mean, as of any date, THL Equity Fund VIIntermediate Investors (Univision), L.P., THL Equity Fund VI Intermediate Investors (UnivisionUS), L.P., THL Equity Fund VI Investors (GS), LLC and their respective successor entities, andany Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof(including amounts paid for the acquisition of any Convertible Securities to subscribe for,purchase or otherwise acquire such equity) has not been contributed by the same investors, partnersand members as contributed to the equity of THL, (ii) such entity has been formed for the mainpurpose of investing in the Company or any Affiliate thereof, and (iii) such entity is aStockholder and owns Shares. For the avoidance of doubt, neither THL Equity Fund VI Investors(Univision), L.P. nor any successor thereof shall be deemed to be a Co-Investment Vehicle for thepurposes of this Agreement.“THL Investors” shall mean, as of any date, THL, the THL Co-Investment Vehicles andtheir respective Permitted Transferees, in each case only if such Person is then a Stockholder andholds any Shares.“Total Combined Investment” shall mean with respect to a Person or group of Persons atany time, the aggregate number of shares of Common Stock (including shares of Common Stockunderlying the outstanding TV Debentures and the outstanding TV Warrants) then held by such Personor group of Persons.“TPG” shall mean, as of any date, TPG Umbrella IV, L.P., TPG Media V-AIV 1, L.P., TPGUmbrella International IV, L.P., TPG Media V-AIV 2, L.P. and their respective PermittedTransferees, in each case only if such Person is then a Stockholder and holds any Shares.“TPG Co-Investment Vehicles” shall mean, as of any date, TPG Umbrella Co-Investment,L.P., TPG Umbrella International Co-Investment, L.P. and their respective successor entities, andany Affiliated Fund thereof if, in each case, (i) substantially all of the equity thereof(including amounts paid for the acquisition of any Convertible Securities to subscribe for,purchase or otherwise acquire such equity) has not been contributed by the same investors, partnersand members as contributed to the equity of TPG, (ii) such entity has been formed for the mainpurpose of investing in the Company or any Affiliate thereof, and (iii) such entity is aStockholder and owns Shares. For the avoidance of doubt, neither TPG Umbrella International IV,L.P., TPG Umbrella International V, L.P. nor any successor thereof shall be deemed to be aCo-Investment Vehicle for the purposes of this Agreement.“TPG Investors” shall mean, as of any date, TPG, the TPG Co-Investment Vehicles, andtheir respective Permitted Transferees, in each case only if such Person is then a Stockholder andholds any Shares.“Transaction Agreements” shall mean this Agreement, the Investment Agreement, thePrincipal Investor Agreement, the Participation, Registration Rights and Coordination Agreement,the TV Debentures, the TV Warrants, the Service Agreements and the Charter and bylaws of theCompany, the organizational documents of BMPH and Univision and the Letter of Credit (as defined inthe Investment Agreement).
 
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“Transfer” shall mean any sale, pledge (provided that the term “Transfer” shall not bedeemed to include a pledge of any Shares pursuant to a bona fide financing with a financialinstitution, commercial lender or other bona fide provider of debt financing, but shall bedeemed to include a foreclosure on, or subsequent Transfer of, any such pledged Shares),assignment, encumbrance or other transfer or disposition of any Shares (or any voting or economicinterest therein) to any other Person, whether directly, indirectly, voluntarily, involuntarily, byoperation of law, pursuant to judicial process or otherwise. For the avoidance of doubt, it shallconstitute a “Transfer” subject to the restrictions on Transfer contained or referenced inSection 3 (a) if a transferee is not an individual, a trust or an estate, and thetransferor or an Affiliate thereof ceases to control such transferee (in which case, to the extentsuch transferee then holds assets in addition to Shares, the determination of the purchase pricedeemed to have been paid for the Shares held by such transferee in such deemed transfer forpurposes of the provisions of Sections 3 and 4 shall be made by the Board in goodfaith), (b) with respect to any Acquisition Holdco, or any holder of Shares which was formed forthe purpose of holding Shares, there is a Transfer of the equity interests of such AcquisitionHoldco or holder other than to a Permitted Transferee of such Acquisition Holdco or holder or ofthe party transferring the equity of such holder, or (c) with respect to an Affiliate of Televisaof which the Shares held by such Affiliate constitute a majority of the value of such Affiliate,there is a direct Transfer of the equity interests of such Affiliate other than to a PermittedTransferee of such Affiliate or of the party transferring the equity of such Affiliate or to theshareholders of any publicly traded parent entity of such Affiliate. For the avoidance of doubt, aconversion of Class A Common Stock, Class B Common Stock, Class C Common Stock and/or Class DCommon Stock into Common Stock of any such other classes pursuant to the Charter shall not bedeemed as a Transfer. For the avoidance of doubt, any Transfer of Units shall be treated as aTransfer of a proportional number of Shares held by BMPS1 or BMPS2, as applicable (based on thetotal number of Units outstanding and the total number of Shares held by BMPS1 or BMPS2, as thecase may be), in each case, as of immediately prior to such Transfer. No securities transferred toor held by BMPS1 or BMPS2 will be deemed to have been Transferred until they are sold by BMPS1 orBMPS2, as applicable. Notwithstanding the foregoing, with respect to securities acquired by BMPS2from any Televisa Investor, such securities will continue to be deemed to be securities held byTelevisa regardless of any Transfer by BMPS2 under the Saban Arrangements.“TuTV Interest” shall have the meaning set forth in the Investment Agreement.“TV Debentures” shall mean the 1.5% convertible debenture due 2025 initially issued toTelevisa pursuant to the Investment Agreement.“TV Warrants” shall mean the Company warrants exercisable for shares of Class A CommonStock, Class C Common Stock and/or Class D Common Stock, as applicable, issuable under certaincircumstances pursuant to the TV Debentures and the Transaction Agreements.“Units” shall have the meaning set forth in the BMPS1 LLC Agreement and the BMPS2 LLCAgreement, as applicable.“Univision” shall have the meaning set forth in the Preamble.“Unvested Shares” shall mean, with respect to a Manager at any time, the ManagementShares held by such Manager which remain subject to vesting requirements or other service orperformance based conditions to ownership at such time.
 
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“Vested Shares” shall mean, with respect to a Manager at any time, the ManagementShares held by such Manager which are not subject to vesting requirements or other service orperformance based conditions to ownership at such time.“Withdrawing Holder” shall have the meaning set forth in Section 8.3.“Withdrawn Shares” shall have the meaning set forth in Section 8.3.**10.** **MISCELLANEOUS**.10.1 Authority; Effect. Each party hereto, severally and not jointly, representsand warrants to and agrees with each other party that (a) the execution and delivery of thisAgreement and the consummation of the transactions contemplated hereby have been duly authorizedon behalf of such party and do not violate any agreement or other instrument applicable to suchparty or by which its assets are bound and (b) this Agreement constitutes a legal, valid andbinding obligation of such party, enforceable against such party in accordance with its terms,except to the extent that the enforcement of the rights and remedies created hereby is subject to(i) bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicationaffecting the rights and remedies of creditors generally and (ii) general principles of equity.This Agreement does not, and shall not be construed to, give rise to the creation of apartnership among any of the parties hereto, or to constitute any of such parties members of ajoint venture or other association. The Company and BMPH shall be jointly and severally liablefor all obligations of each such party pursuant to this Agreement.10.2 Notices. Any notices and other communications required or permitted in thisAgreement shall be effective if in writing and (a) delivered personally, (b) sent by facsimile,or (c) sent by overnight courier, in each case, addressed as follows:If to the Company, BMPH or Univision, to it:c/o Univision Communications Inc.5999 Center DriveLos Angeles, California 90045Facsimile No.: (310) 556-1526Attention: General Counselwith a copy (which shall not constitute notice) to:Weil, Gotshal & Manges LLP50 Kennedy Plaza, 11th FloorProvidence, Rhode Island 02903Facsimile No.: (401) 278-4701Attention: David K. Duffell, Esq.If to any Stockholder, to it at the address set forth on Exhibit A, or if not set forththereon, in the records of the Company.
 
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Notice to the holder of record of any shares of capital stock shall be deemed to be notice to theholder of such shares for all purposes hereof.Unless otherwise specified herein, such notices or other communications shall be deemed effective(x) on the date received, if personally delivered, (y) on the date received if delivered byfacsimile on a Business Day, or if not delivered on a Business Day, on the first Business Daythereafter and (z) seven (7) Business Days after being sent by overnight courier. Each of theparties hereto shall be entitled to specify a different address by giving notice as aforesaid toeach of the other parties hereto.10.3 Entire Agreement; No Assignment. This Agreement, the Transaction Agreements,any exhibits or schedules hereto or thereto and any other agreement, document or instrumentreferred to herein or therein set forth the entire understanding and agreement of the parties,and supersede all prior agreements, arrangements and communications, whether oral or written,with respect to the subject matter hereof (including the Memorandum of Understanding, datedOctober 4, 2010, by and among certain of the parties hereto). Except as otherwise expresslyprovided herein or therein, no Stockholder party hereto may assign any of its respective rightsor delegate any of its respective obligations under this Agreement without the prior writtenconsent of the other parties hereto, and any attempted assignment or delegation in violation ofthe foregoing shall be null and void.10.4 Descriptive Heading. The descriptive headings of this Agreement are forconvenience of reference only, are not to be considered a part hereof and shall not be construedto define or limit any of the terms or provisions hereof.10.5 Counterparts. This Agreement may be executed in multiple counterparts, each ofwhich shall be deemed an original, but all of which taken together shall constitute oneinstrument. A facsimile signature shall be considered due execution and shall be binding upon.the signatory thereto with the same force and effect as if the signature were an original.10.6 Severability. In the event that any provision hereof would, under applicableLaw (other than Federal Communications Laws, in which case any modification or limitation must beagreed by each of Televisa, on the one hand, and the Majority Principal Investors, on the otherhand (or if there are no Principal Investors, the agreement of Televisa and the Board of theCompany shall be required)), be invalid or unenforceable in any respect, such provision shall beconstrued by modifying or limiting it so as to be valid and enforceable to the maximum extentcompatible with, and possible under, applicable Law. The provisions hereof are severable, and inthe event any provision hereof should be held invalid or unenforceable in any respect pursuant tothe preceding sentence, it shall not invalidate, render unenforceable or otherwise affect anyother provision hereof.
 
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10.7 No Recourse. Notwithstanding anything that may be expressed or implied in thisAgreement, and notwithstanding the fact that certain of the parties hereto may be corporations,partnerships, limited liability companies or trusts, each party to this Agreement covenants,agrees and acknowledges that no recourse under this Agreement or any documents or instrumentsdelivered in connection with this Agreement shall be had against any current or future director,officer, employee, general or limited partner, member, manager or trustee ofany Stockholder or of any partner, member, manager, trustee, Affiliate or assignee thereof,in its capacity as such (provided that, for the avoidance of doubt, such recourse may behad against any such Person in its capacity as a party signatory hereto), whether by theenforcement of any assessment or by any legal or equitable proceeding, or by virtue of anystatute, regulation or other applicable Law, it being expressly agreed and acknowledged that nopersonal liability whatsoever shall attach to, be imposed on or otherwise be incurred by anycurrent or future officer, agent or employee of any Stockholder or any current or future memberof any Stockholder or any current or future director, officer, employee, partner, member, manageror trustee of any Stockholder or of any Affiliate or assignee thereof, in its capacity as such(provided that, for the avoidance of doubt, such recourse may be had against any suchPerson in its capacity as a party signatory hereto), for any obligation of any Stockholder underthis Agreement or any documents or instruments delivered in connection with this Agreement forany claim based on, in respect of or by reason of such obligations or their creation.10.8 Aggregation of Shares. All Shares held by a Stockholder and its Affiliates andAffiliated Funds shall be aggregated together for purposes of determining the availability of anyrights or incurrence of any obligations under Section 4. Within any Principal InvestorGroup, the Principal Investors who are members of such Principal Investor Group may allocate theability to exercise any rights and/or the incurrence of any obligations under this Agreement inany manner that such Principal Investor Group (by a Majority in Interest of the Shares held bysuch Principal Investor Group) sees fit.10.9 Obligations of Company, BMPH and Univision. Each of the Company, BMPH andUnivision shall be jointly and severally liable for any payment obligation of any of the Company,BMPH or Univision pursuant to this Agreement.10.10 Confidentiality; Non-Solicitation.10.10.1 Confidentiality. Each Stockholder agrees that it will keepconfidential and will not disclose, divulge or use for any purpose, other than to monitorits investment in the Company and its subsidiaries (or, in the case of information relatingto a Sponsor Sale or Merger Exit, to evaluate, negotiate and implement the terms andconditions of such Sponsor Sale or Merger Exit, as applicable), any confidential informationobtained from the Company, unless such confidential information (a) is known or becomesknown to the public in general (other than as a result of a breach of this Section10.10 by such Stockholder or its Affiliates), (b) is or has been independently developedor conceived by such Stockholder without use of the Company’s confidential information or(c) is or has been made known or disclosed to such Stockholder by a third party (other thanan Affiliate of such Stockholder) without a breach of any obligation of confidentiality suchthird party may have to the Company that is known to such Stockholder; provided,however, that a Stockholder may disclose confidential information (v) to itsattorneys, accountants, consultants, and other professionals to the extent necessary toobtain their services in connection with monitoring its investment in the Company (or, inthe case of information relating to a Sponsor Sale or Merger Exit, to evaluate, negotiateand implement the terms and conditions of such Sponsor Sale or Merger Exit, as applicable),(w) to any prospective purchaser of any Shares from such Stockholder as long as suchprospective purchaser agrees to be bound by the provisions of this Section10.10 as if a Stockholder, (x) to any Affiliate, partner, member or related investmentfund of such Stockholder and their respective directors, employees and consultants, in eachcase in the ordinary course of business, (y) as may be reasonably determined by suchStockholder to be necessary in connection with such Stockholder’s enforcement of its rightsin connection with this Agreement or its investment in the Company and its subsidiaries or(z) as may otherwise be required by applicable Law or legal, judicial or regulatory process,provided that such Stockholder takes reasonable steps to minimize the extent of any requireddisclosure described in this clause (z) (other than in connection with filingsrequired under applicable securities or stock exchange Laws); and provided,further, that the acts and omissions of any Person to whom such Stockholder maydisclose confidential information pursuant to clauses (v) through (x) of thepreceding proviso shall be attributable to such Stockholder for purposes of determining suchStockholder’s compliance with this Section 10.10. Each of the parties heretoacknowledge that the Investors or any of their Affiliates and related investment funds mayreview the business plans and related proprietary information of any enterprise, includingany enterprise which may have products or services which compete directly or indirectly withthose of the Company and its subsidiaries, and may trade in the securities of suchenterprise. Nothing in this Section 10.10 shall preclude or in any way restrict theInvestors or their Affiliates or related investment funds from investing or participating inany particular enterprise, or trading in the securities thereof whether or not suchenterprise has products or services that compete with those of the Company.
 
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10.10.2 Non-Solicitation. Until the Expiration Date, after reasonable inquiryunder the circumstances, neither Televisa nor the Company shall, and shall cause theirrespective directors, officers, employees, consultants and Affiliates (other than thePrincipal Investors and their non-Company Affiliates) not to, directly or indirectly,knowingly hire, employ or otherwise engage (a) any individual with annual compensation of$150,000 or more who is or has been within the previous year employed by Televisa orUnivision, as applicable, or any of their respective Affiliates or (b) any individual personor Affiliate of such individual person who has been an independent contractor (excludingattorneys, accountants, investment bankers and other professional advisors) to any of eitherUnivision or its Affiliates or Televisa or its Affiliates, as applicable, within thepreceding twelve months and received compensation in excess of $150,000 during such periodor annually.10.11 Opportunities. Subject to Section 10.10, each of the parties heretoacknowledge that the Principal Investors, the Bank Investors and the Televisa Investors (each, an“Institutional Investor,” and collectively, the “Institutional Investors”) or anyof their Affiliates and related investment funds may review the business plans and relatedproprietary information of any enterprise, including an enterprise which may have products orservices which compete directly or indirectly with those of the Company, and may trade in thesecurities of such enterprise. Nothing in this Agreement shall preclude or in any way restrictthe Institutional Investors or their Affiliates or related investment funds from investing orparticipating in any particular enterprise, or trading in the securities thereof whether or notsuch enterprise has products or services that compete with those of the Company. Notwithstandinganything to the contrary herein, the parties expressly acknowledge and agreethat: (a) the Institutional Investors, members of the Board of Directors designated by suchInstitutional Investors and Affiliates of such Institutional Investors, have the right to, andshall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the sameor similar business activities or lines of business as the Company, BMPH or Univision or any oftheir respective Affiliates, including those deemed to be Competitors or Restricted Persons; (b)in the event an Institutional Investor (other than the Televisa Investors), member(s) of theBoard of Directors designated by such Institutional Investor (other than the Televisa Investors)or Affiliates of such Institutional Investor (other than Affiliates of the Bank Investors andTelevisa Investors, to the extent such Affiliates of Bank Investors are not limited partners ofthe Bank Investors), directly or indirectly, engage (whether as owner, partner, officer,director, employee, consultant, investor, lender or otherwise, except as the holder of not morethan 1% of the outstanding stock of a publicly-traded company) in the same or similar businessactivities or lines of business as the Company, BMPH or Univision or any of their respectiveAffiliates, including those deemed to be Competitors or Restricted Persons, such InstitutionalInvestor (other than a Televisa Investor) shall promptly disclose to the Board, in reasonabledetail, the nature and identity of such business activities or lines of business and shallprovide the Board additional information as reasonably requested thereby in connection with suchactivity, and (c) in the event that an Institutional Investor, members of the Board of Directorsdesignated by such Institutional Investors or any Affiliate of such Institutional Investoracquires knowledge of a potential transaction or matter that may be a corporate opportunity forany of the Company, BMPH, Univision or any Affiliate thereof, such Institutional Investor,members of the Board of Directors designated by such Institutional Investors or Affiliate of suchInstitutional Investor shall have no duty (contractual or otherwise) to communicate or presentsuch corporate opportunity to the Company, BMPH, Univision or any Affiliate thereof, as the casemay be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liableto the Company, BMPH, Univision or any Affiliate thereof or the Stockholders for breach of anyduty (contractual or otherwise) by reason of the fact that such Investor, any Affiliate thereofor related investment fund thereof, directly or indirectly, pursues or acquires such opportunityfor itself, directs such opportunity to another Person, or does not present such opportunity tothe Company.
 
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10.12 Information Rights.10.12.1 Historical Financial Information. The Company will furnish thefollowing to each Stockholder:(b) As soon as available, and in any event within one hundred twenty (120) daysafter the end of each fiscal year of the Company, the consolidated balance sheet ofthe Company and its subsidiaries as at the end of each such fiscal year and theconsolidated statements of income, cash flows and changes in stockholders’ equityfor such year of the Company and its subsidiaries, setting forth in each case incomparative form the figures for the next preceding fiscal year, accompanied by thereport of independent certified public accountants of recognized national standing,to the effect that, except as set forth therein, such consolidated financialstatements have been prepared in accordance with generally accepted accountingprinciples applied on a basis consistent with prior years and fairly present in allmaterial respects the financial condition of the Company and itssubsidiaries at the dates thereof and the results of their operations andchanges in their cash flows and stockholders equity for the periods covered thereby.(c) As soon as available, and in any event within 60 days after the end of eachfiscal quarter of the Company for the first three fiscal quarters of a fiscal year,the consolidated balance sheet of the Company and its subsidiaries as at the end ofsuch quarter and the consolidated statements of income for such quarter and theportion of the fiscal year then ended of the Company and its subsidiaries, in eachcase prepared in accordance with generally accepted accounting principles applied ona basis consistent with prior years (without footnote disclosure and subject toyear-end adjustments), setting forth in each case the figures for the correspondingperiods of the previous fiscal year, or, in the case of such balance sheet, for thelast day of such fiscal year, in comparative form, all in reasonable detail.
 
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10.12.2 Satisfaction. Notwithstanding anything to the contrary in Section10.12.1, the Company may satisfy its obligation thereunder by (a) providing or filingwith the Commission on EDGAR or in such other manner as makes them publicly available thefinancial statements of any of BMPH or Univision to the extent such financial statementsreflect the entirety of the operations of the business of the Company, BMPH, Univision andtheir subsidiaries, together with the separate financial statements of the Company and, ifapplicable, BMPH (which separate financial statements may be unaudited if the Company and,if applicable, BMPH are holding companies of the stock of BMPH (in the case of the Company)and Univision (in the case of BMPH) without operations for the periods covered by suchfinancial statements) and consolidating schedules or (b) filing such financial statements ofthe Company with the Commission on EDGAR or in such other manner as makes them publiclyavailable. The Company’s obligation to furnish the materials described in Section10.12.1 shall be satisfied so long as it transmits such materials to the Stockholderswithin the time periods specified in Section 10.12.1, notwithstanding that suchmaterials may actually be received after the expiration of such periods.10.12.3 Period. Each of the foregoing provisions of this Section 10.12shall expire on the closing of the Initial Public Offering, but only for such time as theCompany files the financial statements contemplated by Section 10.12.1 with theCommission on EDGAR or in such other manner as makes them publicly available.10.13 Consent to Notice of Stockholders Meetings. Each Stockholder hereby agreesand consents to receive notices by the Company of any stockholders meetings (including anynotices required under the bylaws of the Company) by facsimile or by email.10.14 Certain Limitations. Notwithstanding anything to the contrary contained in this Agreement, no party hereto shall beliable to the other parties under this Agreement for any special, consequential, punitive, indirector exemplary damages (including lost or anticipated revenues or profits relating to the same)arising from any claim relating to this Agreement, whether such claim is based on warranty,contract, tort (including negligence or strict liability) or otherwise.
 
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**11.** **GOVERNING LAW**.11.1 Governing Law. This Agreement and the negotiation, execution, performance ornonperformance, interpretation, termination, construction and all matters based upon, arising outof or related to this Agreement, whether arising in law or in equity (collectively, the“Covered Matters”), and all claims or causes of action (whether in contract or tort) thatmay be based upon, arise out of or relate to the Covered Matters, except for documents,agreements and instruments that specify otherwise, shall be governed by the laws of the State ofDelaware without giving effect to its principles or rules of conflict of laws to the extent thatsuch principles or rules would require or permit the application of laws of another jurisdiction.11.2 Consent to Jurisdiction. Subject to Section 4.9, each party to thisAgreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdictionof the Chancery Court of the State of Delaware (and if the Chancery Court does not acceptjurisdiction, the federal court located in Delaware if the federal court in Delaware does notaccept jurisdiction, any state court in Delaware) (any of the above, the “DelawareCourt”) for the purpose of any action, claim, cause of action or suit (in contract, tort orotherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement orrelating to the subject matter hereof, (b) hereby waives to the extent not prohibited byapplicable Law, and agrees not to assert, and agrees not to allow any of its subsidiaries toassert, by way of motion, as a defense or otherwise, in any such action, any claim that it is notsubject personally to the jurisdiction of the above-named courts, that its property is exempt orimmune from attachment or execution, that any such proceeding brought in one of the above namedcourts is improper, or that this Agreement or the subject matter hereof or thereof may not beenforced in or by such court and (c) hereby agrees not to commence or maintain any action, claim,cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigationarising out of or based upon this Agreement or relating to the subject matter hereof or thereofother than before one of the above-named courts nor to make any motion or take any other actionseeking or intending to cause the transfer or removal of any such action, claim, cause of actionor suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court otherthan one of the above-named courts whether on the grounds of inconvenient forum or otherwise.Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in anylitigation in connection with which it may assert indemnification rights set forth in thisagreement, the court in which such litigation is being heard shall be deemed to be included inclause (a) above. Notwithstanding the foregoing, any party to this Agreement maycommence and maintain an action to enforce a judgment of any of the above-named courts in anycourt of competent jurisdiction. Each party hereto hereby consents to service of process in anysuch proceeding in any manner permitted by Delaware Law, and agrees that service of process byregistered or certified mail, return receipt requested, at its address specified pursuant toSection 10.2 hereof is reasonably calculated to give actual notice.11.3 WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICHCANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHERAS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANYISSUE OR ACTION, CLAIM, CAUSE OF ACTIONOR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUTOF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH ORRELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTINGOR HEREAFTER ARISING. EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHERPARTIES HERETO THAT THIS SECTION 11.3 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEYARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATEDHEREBY. ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 11.3WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHTTO TRIAL BY JURY.
 
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11.4 Exercise of Rights and Remedies. No delay of or omission in the exercise ofany right, power or remedy accruing to any party as a result of any breach or default by anyother party under this Agreement shall impair any such right, power or remedy, nor shall it beconstrued as a waiver of or acquiescence in any such breach or default, or of any similar breachor default occurring later; nor shall any such delay, omission nor waiver of any single breach ordefault be deemed a waiver of any other breach or default occurring before or after that waiver.11.5 No Third Party Beneficiaries. Nothing expressed or referred to in thisAgreement will be construed to give any Person, other than the parties to this Agreement andtheir permitted transferees, any legal or equitable right, remedy or claim under or with respectto this Agreement or any provision of this Agreement.11.6 No Derogation of Other Rights. Notwithstanding anything to the contraryherein, nothing in this Agreement derogates from any party’s rights and obligations under theCommercial Agreements.11.7 No Partnership, Agency, or Joint Venture. This Agreement is intended tocreate, and creates, a contractual relationship and is not intended to create, and does notcreate, any agency, partnership, joint venture or any like relationship between the partieshereto.[*Signature pages follow*]
 
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IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused thisAgreement to be executed on its behalf by its officer or representative thereunto duly authorized)under seal as of the date first above written.       *THE COMPANY*:**BROADCASTING MEDIA PARTNERS, INC.**          By:  /s/ Andrew Hobson      Name: Andrew Hobson     Title:Senior Executive Vice President        *MIDCO*: **BROADCAST MEDIA PARTNERS HOLDINGS, INC.**         By:  /s/ Andrew Hobson      Name: Andrew Hobson     Title:Senior Executive Vice President        *UNIVISION*: **UNIVISION COMMUNICATIONS INC.**         By:  /s/ Andrew Hobson      Name: Andrew Hobson     Title:Senior Executive Vice President ***** The signature appearing immediately below shall serve as a signature at each place indicatedwith an “*” on this page:           /s/ Andrew Hobson      Name: Andrew Hobson     Title:Senior Executive Vice President SIGNATURE PAGE TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
 
 

 
*THE PRINCIPAL INVESTORS*:**MDP INVESTORS**             **MADISON DEARBORN CAPITAL PARTNERS IV, L.P.**                 By: Madison Dearborn Partners IV, L.P., its General Partner             By: Madison Dearborn Partners, LLC, its General Partner             By:   *               Name: Michael P. Cole        Its: Managing Director                 **MDCPIV INTERMEDIATE (UMBRELLA), L.P.**                 By: Madison Dearborn Partners IV, L.P. its General Partner             By: Madison Dearborn Partners, LLC, its General Partner             By:   *               Name: Michael P. Cole        Its: Managing Director                 **MADISON DEARBORN CAPITAL PARTNERS V-A, L.P.**                 By: Madison Dearborn Partners V-A&C, L.P., its General Partner             By: Madison Dearborn Partners, LLC, its General Partner             By:   *               Name: Michael P. Cole        Its: Managing Director    SIGNATURE PAGE TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
 
 

 
             **MDCPV INTERMEDIATE (UMBRELLA), L.P.**                 By: Madison Dearborn Partners V-A&C, L.P., its General Partner             By: Madison Dearborn Partners, LLC, its General Partner             By:   *             Name: Michael P. Cole        Its: Managing Director                 **MDCP FOREIGN CO-INVESTORS (UMBRELLA), L.P.**                 By: Madison Dearborn Partners V-A&C, L.P., its General Partner             By: Madison Dearborn Partners, LLC, its General Partner             By:   *               Name: Michael P. Cole        Its: Managing Director                 **MDCP US CO-INVESTORS (UMBRELLA), L.P.**                 By: Madison Dearborn Partners V-A&C, L.P., its General Partner             By: Madison Dearborn Partners, LLC, its General Partner             By:   *               Name: Michael P. Cole        Its: Managing Director    ***** The signature appearing immediately below shall serve as a signature at each place indicated withan “*”under the heading of MDP INVESTORS:       /s/ Michael P. ColeName: Michael P. Cole    Title: Managing Director  SIGNATURE PAGE TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
 
 

 
**PEP INVESTORS**             **PROVIDENCE INVESTORS V (UNIVISION) L.P.**                 By: Providence Umbrella GP L.L.C., its General Partner             By:   *               Name: Mark Masiello        Its: Managing Director                 **PROVIDENCE EQUITY PARTNERS V (UMBRELLA US) L.P.**                 By: Providence Equity GP V L.P., its General Partner             By: Providence Equity Partners V L.L.C., its General Partner             By:   *               Name: Mark Masiello        Its: Managing Director                 **PROVIDENCE INVESTORS VI (UNIVISION) L.P.**                 By: Providence VI Umbrella GP L.L.C., its General Partner             By:   *               Name: Mark Masiello        Its: Managing Director                 **PROVIDENCE EQUITY PARTNERS VI (UMBRELLA US) L.P.**                 By: Providence Equity GP VI L.P., its General Partner             By: Providence Equity Partners VI L.L.C., its General Partner             By:   *               Name: Mark Masiello        Its: Managing Director    SIGNATURE PAGE TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
 
 

 
             **PROVIDENCE CO-INVESTORS (UNIVISION) L.P.**                 By: Providence Umbrella GP L.L.C., its General Partner             By:   *               Name: Mark Masiello        Its: Managing Director                 **PROVIDENCE CO-INVESTORS (UNIVISION US) L.P.**                 By: Providence Umbrella GP L.L.C., its General Partner             By:   *               Name: Mark Masiello        Its: Managing Director    ***** The signature appearing immediately below shall serve as a signature at each place indicated withan “*”under the heading of PEP INVESTORS:       /s/ Mark MasielloName: Mark Masiello    Title: Managing Director  SIGNATURE PAGE TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
 
 

 
      **SCG INVESTMENTS II, LLC, a Delaware LLC**