Common use of Initial Public Offering Clause in Contracts

Initial Public Offering. The Members agree that upon the vote of ----------------------- at least seventy-five percent (75%) of the Members and, subject to compliance with applicable laws, the Company shall roll up to a "C" corporation (the "C" Corporation) in connection with an initial public offering of such "C" Corporation, which is (a) pursuant to a firm underwriting commitment by a reputable investment banker, (b) has a pre-offering valuation of at least $150 million, and (c) results in the "C" Corporation's securities being listed on the American Stock Exchange, the New York Stock Exchange or NASDAQ National Market System (herein an "Initial Public Offering"). Each of the Members hereby agrees to cooperate in connection with the contribution of their membership interests in the Company to a such newly formed C-Corporation, with each existing Member to receive the common stock of the "C" Corporation in proportion to its capital account balance in the Company as of the date of the incorporation after revaluing such Member's capital account in accordance with Treasury Regulations and Section 11(b) to reflect the fair market value of the Company's assets as of the date of incorporation. As of the date of incorporation, the common stock held by all Members shall be granted standard piggyback registration rights entitling the Members to participate on a pari passu basis in registrations of the "C" Corporation's common stock under the Securities Act of 1933, as amended, other than the Initial Public Offering and subject to pro rata cut-backs at the underwriter's discretion. If Univision is a Class A Member and the Managing Members both consent to a proposed Initial Public Offering, Univision agrees to consent to such Initial Public Offering if (i) three (3) years from the execution of this Agreement shall have expired; (ii) no more than five percent (5%) of the shares to be sold in such offering may be purchased by a single Person, and (iii) no more than thirty percent (30%) of the Company will be sold in the Initial Public Offering.

Initial Public Offering. The Members agree that upon Notwithstanding anything to the vote of ----------------------- at least seventy-five percent (75%) of the Members andcontrary contained herein, subject to compliance with applicable laws, the Company shall roll up to a "C" corporation (the "C" Corporation) in connection with an initial public offering of such "C" Corporation, which is (a) pursuant to a firm underwriting commitment by a reputable investment banker, (b) has a pre-offering valuation of at least $150 million, and (c) results in the "C" Corporation's securities being listed on the American Stock Exchange, the New York Stock Exchange or NASDAQ National Market System (herein an "any Initial Public Offering"). Each , and upon the request of the Board of Managers, each of the Members hereby agrees that it will, at the expense of the Company, take such action and execute such documents as may reasonably be necessary to cooperate effect such Initial Public Offering. Either in connection with an Initial Public Offering or prior to the contribution of their membership interests in the Company to a such newly formed C-Corporation, with each existing Member to receive the common stock expiration of the "C" Corporation in proportion to its capital account balance in later of (i) 180 days following the Company as consummation of the date of the incorporation after revaluing such Member's capital account in accordance with Treasury Regulations and Section 11(b) to reflect the fair market value of the Company's assets as of the date of incorporation. As of the date of incorporation, the common stock held by all Members shall be granted standard piggyback registration rights entitling the Members to participate on a pari passu basis in registrations of the "C" Corporation's common stock under the Securities Act of 1933, as amended, other than the Initial Public Offering or (ii) the expiration of any underwriter lock-up period, the Board of Managers will liquidate the Company and subject distribute to pro rata cut-backs at the underwriter's discretion. If Univision is a Class A Member and Members shares of common stock of STR or such other corporation owned by the Managing Members both consent to a proposed Company which effects the Initial Public Offering, Univision agrees to consent to such Initial Public Offering if ; provided that (ia) three (3) years from the execution of this Agreement shall have expired; (ii) no more than five fifty percent (550%) of the shares of common stock held by each Member shall become eligible for sale by such Member on the date that is 180 days following the expiration of any underwriter lock-up period applicable to be sold in such offering may be purchased by a single Person, Member and (iii) no more than thirty the remaining fifty percent (3050%) of such Member’s shares shall become eligible for sale by such Member on the date that is 271 days following the expiration of such underwriter lock-up period and (b) the Members have entered into an agreement acceptable to the Company will not to sell such shares of common stock except as set forth in clause (a) above or pursuant to the exercise of registration rights (as set forth in Annex A). The number of shares of common stock of STR or such other corporation to be sold received by each Member shall be determined in accordance with Section 9.03 hereof. In connection with any such distribution or in the event that the Company is converted into a corporation that effects the Initial Public Offering, the Members shall be entitled to the registration rights set forth on Annex A hereto. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

Initial Public Offering. The Members agree that upon Upon the vote consummation of ----------------------- at least seventy-five percent (75%) of the Members and, subject to compliance with applicable laws, the Company shall roll up to a "C" corporation (the "C" Corporation) in connection with an underwritten initial public offering of such "C" Corporation, which is (a) pursuant to a firm underwriting commitment by a reputable investment banker, (b) has a pre-offering valuation of at least $150 million, and (c) results in the "C" Corporation's securities being listed on the American Stock Exchange, the New York Stock Exchange or NASDAQ National Market System (herein an "Initial Public Offering"). Each of the Members hereby agrees to cooperate in connection with the contribution of their membership interests in the Company to a such newly formed C-Corporation, with each existing Member to receive the common stock of the "C" Corporation in proportion to its capital account balance in the Company as of the date of the incorporation after revaluing such Member's capital account in accordance with Treasury Regulations and Section 11(b) to reflect the fair market value of the Company's assets as of the date of incorporation. As of the date of incorporation, the common stock held by all Members shall be granted standard piggyback registration rights entitling the Members to participate on a pari passu basis in registrations of the "C" Corporation's common stock under the Securities Act of 1933, as amendedamended (an "Initial Public Offering," including for this purpose a "spin-off" that creates publicly traded securities) by WPC or WPSC (or any successor or assign of either entity) during the term of this Agreement, the Executive and certain other than senior executives of the Company selected by the Board of WHX shall be granted options to purchase, if all of the options are exercised, 15% of the Common Stock of the public company outstanding immediately following the Initial Public Offering, at an exercise price equal to 85% of the Initial Public Offering and subject price (such options are herein referred to pro rata cut-backs at as the underwriter's "Option Pool"). To the extent allowable under the Internal Revenue Code of 1986, as amended, such options shall be "incentive stock options." Executive shall receive not less than 10% of the Option Pool, the specific percentage to be determined by the Board of WHX in its sole discretion. If Univision is a Class A Member and ; PROVIDED, HOWEVER, that if the Managing Members both consent to a proposed Initial Public Offering, Univision agrees to consent to such Underwriters of the Initial Public Offering if (i) three (3) years from determine to "cut-back" the execution Option Pool, the Executive's share of this Agreement the Option Pool shall have expired; (ii) be reduced to no more less than five percent (5%) the largest amount granted to any officer of the Company other than John R. Scheessele. From and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇tion of the Initial Public Offering or a "spin-off" of any portion of the shares of Common Stock of WPC or WPSC, WHX shall be relieved of all obligations under this Agreement, with no further action required by WHX to be sold in such offering may be purchased by a single Person, and (iii) no more than thirty percent (30%) of the Company will be sold in the Initial Public Offeringterminate its obligations hereunder.

Initial Public Offering. The Members agree that upon the vote of ----------------------- at least seventy-five percent (75%) of the Members and, subject to compliance with applicable laws, the Company shall roll up to a "C" corporation (the "C" Corporation) in connection with an initial public offering of such "C" Corporation, which is (a) pursuant to a firm underwriting commitment by a reputable investment banker, (bi) has a pre-offering valuation of at least $150 million, and (c) results in During the "C" Corporation's securities being listed period beginning on the American Stock Exchange, the New York Stock Exchange or NASDAQ National Market System fourth (herein an "Initial Public Offering"). Each of the Members hereby agrees to cooperate in connection with the contribution of their membership interests in the Company to a such newly formed C-Corporation, with each existing Member to receive the common stock of the "C" Corporation in proportion to its capital account balance in the Company as 4th) anniversary of the date of this Agreement and ending on the incorporation after revaluing such Member's capital account in accordance with Treasury Regulations and Section 11(bseventh (7th) to reflect the fair market value of the Company's assets as anniversary of the date of incorporation. As this Agreement, if the Named Executive Members and (ii) on and after the seventh (7th) anniversary of this Agreement, if the date Sponsor Member(s), provide Station with written notice of incorporationtheir desire to pursue an Initial Public Offering, each Equityholder shall support and do all things within its power to approve, and to cause the common stock held by all Members shall be granted standard piggyback registration rights entitling the Members Board of Directors to participate on a pari passu basis in registrations of the "C" Corporation's common stock under the Securities Act of 1933approve, as amended, other than the Initial Public Offering. The Board of Directors and the officers of Station shall be responsible for all aspects of the Initial Public Offering. Upon the consummation of an Initial Public Offering, Sections 2.1, 3.5.1, 3.5.2 and 3.5.3 hereof shall no longer be applicable; provided, that if such Initial Public Offering and subject is consummated by a Subsidiary of Station or successor thereof (including Newco) in accordance with this Agreement, [(i) the governance structure set forth in Article 2 hereof shall be applied to pro rata cut-backs at the underwriter's discretion. If Univision is such Subisidiary,] (ii) a Class A Member and the Managing Members both consent to a proposed Initial Public Offering, Univision agrees to consent to such Initial Public Offering if (i) three (3) years from the execution of this Agreement shall have expired; (ii) no more than five percent (5%) the right, exercisable at any time and from time to time at such Member’s discretion, to exchange Class A Units of the FCP or ▇▇▇▇▇▇▇▇ Partners for shares to be sold in of common stock of such offering may be purchased by a single PersonSubsidiary or successor, and (iii) no more than thirty percent (30%) the Board of Directors, including a Supermajority of the Company will Board of Directors, if required, and the Equityholders hereby agree to take such other actions, including amendments to this Agreement, as may be sold reasonably required in connection with such Initial Public Offering to give effect to the relative rights and obligations of the Equityholders contained herein, which remain in effect following an Initial Public Offering. (b) The Equityholders acknowledge and agree that in the event of any Initial Public Offering, the Units of FCP and ▇▇▇▇▇▇▇▇ Partners shall be converted into cash and shares of Newco in accordance with the terms of the FCP Operating Agreement and the ▇▇▇▇▇▇▇▇ Partners Operating Agreement. Further, the Equityholders acknowledge and agree that no public offering of the Units of FCP, ▇▇▇▇▇▇▇▇ Partners or their respective corporate successors shall be effected.

Initial Public Offering. The Members agree that upon the vote of ----------------------- at least seventy-five percent (75%) of the Members and, subject to compliance with applicable laws, the Company shall roll up to a "C" corporation (the "C" Corporation) in connection with an initial public offering of such "C" Corporation, which is (a) pursuant Upon an Initial Public Offering, the Members, other than the Blocker Corporations, shall contribute their Interests to a firm underwriting commitment by a reputable investment banker, the successor corporation of the Company (the “Successor Corporation”) immediately prior to the consummation of the Initial Public Offering in exchange for common stock of the Successor Corporation. (b) has a pre-offering valuation of at least $150 million, and (c) results in In connection with the "C" Corporation's securities being listed on the American Stock Exchange, the New York Stock Exchange or NASDAQ National Market System (herein an "Initial Public Offering", the Members (or the owners of the Members) shall effect a restructuring with respect to the Blocker Corporations, after which the OHB Holders shall own Equity Securities in the Successor Corporation directly (and not through the Blocker Corporations). Each The Members (or the owners of the Members) shall effect such restructuring in a manner that is intended to avoid recognition of gain or loss for U.S. federal income tax purposes. Such restructuring may involve (i) a single tax-free transaction under Section 351 of the Code in which the OHB Holders contribute their interests in the Blocker Corporations and the Members hereby agrees (other than the Blocker Corporations) contribute their respective membership interests in the Company to cooperate in connection the Successor Corporation or (ii) a tax-free reorganization under Section 368 of the Code of the Blocker Corporations into the Successor Corporation combined with a separate tax-free contribution under Section 351 of the contribution Code by the other Members of their membership interests in the Company to a such newly formed C-the Successor Corporation, with each existing Member to receive the common stock . If Equity Securities of the "C" Corporation Blocker Corporations are contributed in proportion a transaction that is intended to its capital account balance qualify as a tax-free transaction under Section 351 of the Code, the Members and their Affiliates will not permit the Blocker Corporations to be liquidated or merged out of existence, nor will the Blocker Corporations be permitted to transfer their membership interests in the Company as or the Successor Corporation or one of its Affiliates, in each case, during the two-year period following the Initial Public Offering without the consent of the date OHB Holders. (c) Each Member or OHB Holder shall receive Equity Securities of the incorporation after revaluing Successor Corporation having a value equal to the total proceeds that such Member's capital account Member would have received (or in accordance with Treasury Regulations and the case of an OHB Holder, its pro rata share of the total proceeds that the Blocker Corporation in which such OHB Holder owns Equity Securities would have received, calculated by reference to such OHB Holder’s interest in such Blocker Corporation) pursuant to Section 11(b11.3(c) of this Agreement if the Company were sold for its implied equity value as determined in good faith by the Company Board immediately prior to reflect the fair market Initial Public Offering. The implied equity of the Company shall be determined using the method of valuation used to determine the equity value of the Company's assets as of the date of incorporation. As of the date of incorporation, the common stock held by all Members shall be granted standard piggyback registration rights entitling the Members Successor Corporation immediately prior to participate on a pari passu basis in registrations of the "C" Corporation's common stock under the Securities Act of 1933, as amended, other than the Initial Public Offering and subject the determination of the Company Board shall be final and binding on the parties. All Members shall take, or cause to pro rata cut-backs at be taken, all action, and do, or cause to be done, all things necessary in connection with the underwriter's discretion. If Univision is a Class A Member and the Managing Members both consent to a proposed Initial Public Offering, Univision agrees to consent to such consummation of an Initial Public Offering if (i) three (3) years from the execution of this Agreement shall have expired; (ii) no more than five percent (5%) of the shares to be sold in such offering may be purchased by a single Person, and (iii) no more than thirty percent (30%) of as the Company will be sold in the Initial Public OfferingBoard may reasonably request.

Initial Public Offering. The Members agree that upon Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the vote of ----------------------- at least seventy-five percent Underwriting Agreement (75%the “Underwriting Agreement”) entered into by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the Members andseveral underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 10,000,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to compliance with applicable laws, the Company shall roll up to a "C" corporation (the "C" Corporation) in connection with an initial public offering of such "C" Corporation, which is (a) pursuant to a firm underwriting commitment by a reputable investment banker, (b) has a pre-offering valuation of at least $150 million, and (c) results in the "C" Corporation's securities being listed on the American Stock Exchange, the New York Stock Exchange or NASDAQ National Market System (herein an "Initial Public Offering")adjustment. Each of the Members hereby agrees to cooperate in connection with the contribution of their membership interests in the Company to a such newly formed C-Corporation, with each existing Member to receive the common stock of the "C" Corporation in proportion to its capital account balance in the Company as of the date of the incorporation after revaluing such Member's capital account in accordance with Treasury Regulations and Section 11(b) to reflect the fair market value of the Company's assets as of the date of incorporation. As of the date of incorporation, the common stock held by all Members shall be granted standard piggyback registration rights entitling the Members to participate on a pari passu basis in registrations of the "C" Corporation's common stock under the Securities Act of 1933, as amended, other than the Initial Public Offering and subject to pro rata cut-backs at the underwriter's discretion. If Univision is a Class A Member and the Managing Members both consent to a proposed Initial Public Offering, Univision agrees to consent to such Initial Public Offering if (i) three (3) years from the execution of this Agreement shall have expired; (ii) no more than five percent (5%) of the shares to be sold in such offering may be purchased by a single Person, and (iii) no more than thirty percent (30%) of the Company The Units will be sold in the Initial Public Offering.Offering pursuant to a registration statement on Form S-1 (File No. 333-258241) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof. In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Minority Equality Opportunities Acquisition Sponsor, LLC (the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”), ▇▇▇▇▇▇ agrees with the Company as follows:

Initial Public Offering. The Members agree that upon Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the vote of ----------------------- at least seventy-five percent Underwriting Agreement (75%the “Underwriting Agreement”) entered into by and among Minority Equality Opportunities Acquisition Inc., a Delaware corporation (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the Members andseveral underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,000,000 of the Company’s units (including up to 1,650,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to compliance with applicable laws, the Company shall roll up to a "C" corporation (the "C" Corporation) in connection with an initial public offering of such "C" Corporation, which is (a) pursuant to a firm underwriting commitment by a reputable investment banker, (b) has a pre-offering valuation of at least $150 million, and (c) results in the "C" Corporation's securities being listed on the American Stock Exchange, the New York Stock Exchange or NASDAQ National Market System (herein an "Initial Public Offering")adjustment. Each of the Members hereby agrees to cooperate in connection with the contribution of their membership interests in the Company to a such newly formed C-Corporation, with each existing Member to receive the common stock of the "C" Corporation in proportion to its capital account balance in the Company as of the date of the incorporation after revaluing such Member's capital account in accordance with Treasury Regulations and Section 11(b) to reflect the fair market value of the Company's assets as of the date of incorporation. As of the date of incorporation, the common stock held by all Members shall be granted standard piggyback registration rights entitling the Members to participate on a pari passu basis in registrations of the "C" Corporation's common stock under the Securities Act of 1933, as amended, other than the Initial Public Offering and subject to pro rata cut-backs at the underwriter's discretion. If Univision is a Class A Member and the Managing Members both consent to a proposed Initial Public Offering, Univision agrees to consent to such Initial Public Offering if (i) three (3) years from the execution of this Agreement shall have expired; (ii) no more than five percent (5%) of the shares to be sold in such offering may be purchased by a single Person, and (iii) no more than thirty percent (30%) of the Company The Units will be sold in the Initial Public Offering.Offering pursuant to a registration statement on Form S-1 (File No. 333-258241) and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on The Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 11 hereof. In order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of Minority Equality Opportunities Acquisition Sponsor, LLC (the “Sponsor”) and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”), ▇▇▇▇▇▇ agrees with the Company as follows:

Initial Public Offering. 7.1 No later than 48 (forty eight) months from the Closing Date, the Company shall, and the Founders shall cause the Company to, commence preparations for undertaking an IPO of Equity Shares of the Company. On or prior to the expiry of 60 (sixty) months from the Closing Date or such other extended time period as agreed to mutually between the Founders and the Investors (“IPO Due Date”), the Company and the Founders shall cause the Company to undertake an IPO, on best efforts basis, and list the Equity Shares of the Company, on a recognised stock exchange as may be mutually acceptable to the Investors. 7.2 The Members IPO shall be undertaken by the Company in compliance with all applicable Laws. All Parties herein shall take all reasonable steps and extend all necessary cooperation to the lead managers, underwriters, and other advisors as may be required for undertaking the IPO, including to obtain all relevant approvals which are necessary for the IPO. 7.3 The IPO shall be managed by a reputed investment banking firm of recognized high standing in the market in which the Equity Shares of the Company are to be offered, which investment banking firm is mutually acceptable to the Nadathur Group, the New Investor 1, each New Investor 2 and the Founders. Further, the Company may appoint a merchant banker registered with the Securities and Exchange Board of India for the purposes of evaluating the IPO (“Merchant Banker”). 7.4 In relation to the IPO, subject to Clause 3 (Reserved Matters), the following matters shall be determined by the Board, after taking into consideration the advice of the Merchant Banker, and the Parties hereby agree that upon this decision of the vote Board shall be final and binding on all the Parties: 7.4.1 the method of ----------------------- listing the Equity Shares; 7.4.2 the timing of the IPO; 7.4.3 the offer price per Equity Share; 7.4.4 the size of the IPO; 7.4.5 the appointment of merchant bankers, lead managers, registrars, financial advisors, issue managers, underwriters and legal counsels; and 7.4.6 the stock exchanges on which the Equity Shares are to be listed. 7.5 Notwithstanding anything to the contrary contained in Clause 7, in order to facilitate the undertaking of an IPO by the Company, the Investors hereby agree that any action in relation to the consummation of an IPO by the Company will not be subject to the Investors’ prior consent if such IPO satisfies each of the following conditions (“Minimum IPO Standards”): 7.5.1 the pre-money valuation at which the IPO takes place is at least seventy-five percent 2x of US$ 582,000,000 (75%United States Dollar Five Hundred and Eighty Two Million); 7.5.2 where upon consummation of such IPO, the minimum net proceeds to the Company from the IPO is USD 100,000,000 (United States Dollar One Hundred Million); and 7.5.3 the IPO shall be completed anytime before the IPO Due Date. Provided that if at any time prior filing the red ▇▇▇▇▇▇▇ prospectus (“RHP”), if any of Investor (acting reasonably) considers that the Minimum IPO Standards are not likely to be met, the Company shall, based on the request of such Investor, and the Founders shall cause the Company to seek the prior written consent of the Members andInvestors before proceeding to file the RHP as if it were a Reserved Matter. 7.6 Notwithstanding anything contained in Clause 7.4 above, but subject to Clause 7.7, an IPO undertaken by the Company under this Clause 7 may include an Offer for Sale component, where the number of Equity Shares to be offered by way of Offer for Sale as well as the identity of the Shareholders selling them, shall, subject to compliance with applicable lawsLaws, be decided by the Company on the basis of the advice of the Merchant Banker, and in consultation with the Nadathur Group, the New Investor 1, each New Investor 2, and all the Founders. 7.7 The Investors shall have the right, but not the obligation, to offer, in an Offer for Sale, all or any of their respective Equity Shares in priority to the Founders, on the same terms and conditions as the primary shares offered to the public by the Company. Where the Offer for Sale component of the IPO, decided as per Clause 7.6 above is lesser than the total shareholding of the Investors taken collectively (“OFS Component”), then the OFS Component shall be contributed in the following manner: (i) 40% (forty percent) of the OFS Component comprises the Equity Shares held by the New Investor 1, its Affiliates and Persons to whom New Investor 1 has Transferred Equity Securities in accordance with this Agreement; (ii) 20% (twenty percent) of the OFS Component comprises the Equity Shares held by each New Investor 2, its Affiliates and Persons to whom New Investor 2 has Transferred Equity Securities in accordance with this Agreement (iii) 30% (thirty percent) of the OFS Component comprises the Equity Shares held by the Nadathur Group and its Affiliates and Persons to whom the Nadathur Group has Transferred Equity Securities in accordance with this Agreement; and (iv) 10% (ten percent) of the OFS Component comprises the Equity Shares held by the Founders, the other employee shareholders of the Company and the Persons to whom such Founders or other employee shareholders have Transferred Equity Securities in accordance with this Agreement in a manner proportionate to the inter-se equity shareholding of the Founders and such other employee shareholders of the Company (on a Fully Diluted Basis) and such Persons to whom such Founders or other employee shareholders have Transferred Equity Securities in accordance with this Agreement; provided that the Founders shall be entitled to participate in the OFS Component only after having satisfied any shareholding lock-in or Encumbrance requirements under applicable Laws. In the event of any Transfer of Equity Securities by an Investor or a Founder to an Eligible Third Party in accordance with and subject to the provisions of this Agreement, each Investor or Founder may at its sole discretion, have the right (but not the obligation) to transfer its right to offer Equity Shares in the OFS Component up to its entitlement pursuant to this Clause 7.7, wholly or partially, to such Eligible Third Party; provided that such Eligible Third Party shall be regarded as a single block with the transferring Investor or Founder for the purposes of determining the OFS Component entitlement pursuant to this Clause 7.7 and the OFS Component of each of the Investors and the Founders along with other employee shareholders shall be in accordance with the provisions of Clause 7.7. 7.8 Unless required otherwise by applicable Law: (a) the Investors shall not be considered, or named as (whether in the offer documents, or any other document), “promoters” or part of the “promoter group” of the Company including with respect to any IPO; and (b) if any of the Shares are required to be locked-in or are required to be subject to any Encumbrance as applicable to ‘promoters’, the Founders alone shall be responsible for meeting such lock-in and/or Encumbrance requirements. 7.9 The Investors shall not be required to give any representation, warranty or indemnity in connection with the IPO, other than in case of an Offer for Sale of any Equity Shares held by the Investors, where the Investors agree to provide such customary title, authority and capacity related representations and warranties that may be required to be provided by each of them if required pursuant to applicable Law. 7.10 The Company, subject to Clause 3 (Reserved Matters), and Shareholders undertake to do the following, in the connection with an IPO: 7.10.1 Undertake to exercise their voting rights (at the Shareholder or Board level) to cause the Board to take all steps necessary for the Company to undertake an IPO, including giving effect to the decision taken as per Clause 7.4 above. 7.10.2 Ensure that the total offer of Equity Shares to the public shall constitute not less than such percentage (as prescribed under the applicable Law) of the total post issue paid-up share capital of the Company to comply with the listing requirements of the concerned stock exchanges and the concerned regulatory authority. 7.10.3 Provide all material information that is necessary to file the prospectus and other documents in relation to the IPO, and ensure compliance with all Laws including the Act, the SEBI Regulations etc. 7.10.4 All expenses in connection with an IPO shall be borne by the Company. However, where an IPO involves an Offer for Sale by any of the Shareholders, then the commissions including commission payable to the IPO investment banks, brokers and underwriters with respect to the secondary sale component of the IPO shall be borne by the selling Shareholders, pro rata to the number of Equity Shares being sold by them in the offering, and all other expenses relating to the IPO shall be borne by the Company. 7.10.5 Notwithstanding anything provided elsewhere in this Agreement, in the event that: a) a draft red ▇▇▇▇▇▇▇ prospectus (“DRHP”) which, prior to such filing, has necessitated the alteration of the Equity Securities held by the Investors and/or their respective Affiliates and/or the rights of the Investors and/or their respective Affiliates under this Agreement, as the case may be (such alterations being, collectively, the “Conforming of Rights”); and b) within 9 (nine) months of the filing of the DRHP (the “Listing Cut-off Date”), the IPO does not complete such that the entire issued, paid-up and subscribed Share Capital is not admitted to trading on a recognized stock exchange as determined as per the provisions of this Agreement; then the rights of the Investors under this Agreement or any Transaction Document immediately prior to the Conforming of Rights shall be deemed to be reinstated and the Founders shall and shall ensure that the Company undertakes all necessary actions as may be required by the Investors to ensure such reinstatement of rights. The Founders undertake and covenant to the Investors that they shall, in good faith, within 10 (ten) Business Days of the Listing Cut-off Date (if the IPO has not closed by that date) or, if earlier, from the date on which the IPO process is cancelled or discontinued or postponed, take all such actions as may be required by the Investor to reinstate such rights, including causing the alteration of the Articles to include the rights of the Investors immediately prior to the Conforming of Rights and entering into arrangements necessary in this regard. 7.11 Upon expiry of IPO Due Date and until completion of a period of 18 (eighteen) months thereafter (“Extended Exit Date”), the Company shall roll up while continuing its efforts to a "C" corporation undertake IPO in terms of this Clause 7 shall also simultaneously endeavour on best effort basis to provide an exit to the Investors by finding an Eligible Third Party for the purchase of the Equity Securities held by each of the Investors (“Third Party Sale”), on such terms and conditions as may be acceptable to the "C" Corporation) relevant Investor. The provisions of Clause 4.4 shall not apply to any Transfer of Equity Securities by the Investor pursuant to this Clause 7.11. The Company and the Founders shall cooperate in good faith with, and provide support to, the Investors in connection with an initial public offering of such "C" CorporationThird Party Sale, which is (a) pursuant to a firm underwriting commitment by including procuring that the Company appoints a reputable third party investment banker, banking firm (bwhich shall be subject to approval by the applicable Investors) has a pre-offering valuation of at least $150 million, and (c) results in shall cooperate with such investment banking firm and provide such information to such investment banking firm as may be determined necessary or advisable by the "C" Corporation's securities being listed on the American Stock Exchange, the New York Stock Exchange or NASDAQ National Market System (herein an "Initial Public Offering"). Each of the Members hereby agrees to cooperate applicable Investors in connection with the contribution of their membership interests Third Party Sale. To facilitate the Third Party Sale, in relation to the Company to a such newly formed C-Corporationand its subsidiaries, with each existing Member to receive the common stock of the "C" Corporation in proportion to its capital account balance in the Company as of shall provide to the date of the incorporation after revaluing such Member's capital account in accordance with Treasury Regulations and Section 11(b) to reflect the fair market value of the Company's assets as of the date of incorporation. As of the date of incorporation, the common stock held by all Members shall be granted standard piggyback registration rights entitling the Members to participate on a pari passu basis in registrations of the "C" Corporation's common stock under the Securities Act of 1933, as amended, other than the Initial Public Offering and subject to pro rata cut-backs at the underwriter's discretion. If Univision is a Class A Member and the Managing Members both consent to a proposed Initial Public Offering, Univision agrees to consent to such Initial Public Offering if Eligible Third Party: (i) three (3) years from customary market standard business and tax related representations, warranties covenants and indemnities, that may be required for facilitating such sale/exit for the execution of this Agreement shall have expiredInvestor; and (ii) no more than five percent (5%) of subject to the shares proposed Eligible Third Party executing appropriate confidentiality and non-disclosure agreements with the Investor and the Company, access to be sold in such offering may be purchased by a single Personinformation, records and (iii) no more than thirty percent (30%) sites of the Company will be sold in and its subsidiaries to enable the Initial Public Offeringproposed Eligible Third Party to conduct its due diligence on the Company and its subsidiaries (collectively referred to as the “Customary Exit Support”).

Initial Public Offering. The Members agree that upon (a) At the vote of ----------------------- at least seventy-five percent (75%) request of the Members andInvestors holding shares of Series C Preferred Stock (the “Series C Investors”), subject in the event the Company proposes to compliance with applicable lawssell its Common Stock at its initial firm commitment underwritten public offering pursuant to a Registration Statement under the Securities Act (the “IPO”), the Company shall roll up use its reasonable commercial best efforts to a "C" corporation (the "C" Corporation) in connection with an initial public offering of such "C" Corporation, which is (a) pursuant offer to a firm underwriting commitment by a reputable investment banker, (b) has a pre-offering valuation of sell to each Series C Investor then holding at least $150 million, and three hundred forty-three thousand seventy-nine (c343,079) results in the "C" Corporation's securities being listed on the American Stock Exchange, the New York Stock Exchange or NASDAQ National Market System shares of Registrable Securities its Pro Rata Portion (herein an "Initial Public Offering"). Each as defined below) of the Members hereby agrees to cooperate in connection with the contribution of their membership interests in the Company to a such newly formed C-Corporation, with each existing Member to receive the common stock of the "C" Corporation in proportion to its capital account balance in the Company as of the date of the incorporation after revaluing such Member's capital account in accordance with Treasury Regulations and Section 11(b) to reflect the fair market value of the Company's assets as of the date of incorporation. As of the date of incorporation, the common stock held by all Members shall be granted standard piggyback registration rights entitling the Members to participate on a pari passu basis in registrations of the "C" Corporation's common stock under the Securities Act of 1933, as amended, other not less than the Initial Public Offering and subject to pro rata cut-backs at the underwriter's discretion. If Univision is a Class A Member and the Managing Members both consent to a proposed Initial Public Offering, Univision agrees to consent to such Initial Public Offering if (i) three (3) years from the execution of this Agreement shall have expired; (ii) no more than five ten percent (510%) of the shares of Common Stock to be sold in the IPO at the initial offering price to be paid by the public to the underwriters of the IPO (the “IPO Price”), provided, however, that the Series C Investors shall have no such offering may right if (i) the IPO occurs within one (1) year of the Closing, (ii) the underwriters of the IPO determine in their sole discretion that such participation by the Series C Investors will be detrimental to the success or value of the IPO or (iii) if any of the provisions of this Section 2.13 are deemed to be inconsistent with the rules, regulations and policies of the Commission, the National Association of Securities Dealers, Inc. (“NASD”) or any other regulatory authority in effect at the time of the IPO or any other state or federal law. Such right shall be exercised only by delivery of a binding written purchase agreement in customary form concurrently with the execution and delivery of the underwriting agreement for the IPO. (b) If any of the provisions of clauses (i), (ii) or (iii) of Section 2.13(a) above prevent the Company from granting the Investors the right to purchase shares of Common Stock to be sold in the IPO, the Company shall use its reasonable commercial best efforts to allow each Investor then holding at least three hundred forty-three thousand seventy-nine (343,079) shares of Registrable Securities to purchase its Pro Rata Portion of Common Stock of not less than ten percent (10%) of the number of shares of Common Stock to be sold in the IPO pursuant to a contemporaneous private placement (the “Private Placement”) at a purchase price of eighty-five percent (85%) of the IPO Price, provided, however, that: (i) each such Investor participating in the Private Placement must be a qualified institutional buyer as such term is defined in Rule 144A promulgated under the Securities Act; (ii) with respect to the shares of Common Stock purchased by a single Personin the Private Placement, each such Investor shall be subject to the restrictions set forth in Section 6; provided, however, that the restrictions set forth in Section 6 shall commence on the date of the purchase of such shares of Common Stock in the Private Placement and continue for the period up to and including one hundred eighty (180) days following the IPO; (iii) no more than thirty percent (30%) Series C Investor shall have such a right to participate in the Private Placement if the underwriters of the Company IPO determine in their sole discretion that such participation by the Investors will be sold detrimental to the success or value of the IPO; and (iv) notwithstanding the foregoing, the Investors shall have no such right to participate in the Initial Public OfferingPrivate Placement if (A) the underwriters of the IPO determine in their sole discretion that such Private Placement will be detrimental to the success or value of the IPO, or (B) if the provisions of this Section 2.13 are deemed to be inconsistent with the rules, regulations and policies of the Commission, the NASD or any other regulatory authority in effect at the time of the IPO or any other state or federal law.

Initial Public Offering. The Members agree In the event that upon the vote of ----------------------- at least seventy-five percent (75%) of the Members and, subject to compliance with applicable laws, the Company shall roll up to a "C" corporation (the "C" Corporation) in connection with Terrapin consummates an initial public offering in which Terrapin receives net proceeds of such not less than Ten Million United States Dollars (US$10,000,000) at a per share price of not less than ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Cents (US$1.25) (the "C" CorporationIPO"), which is Sanwa and Terrapin agree that, upon written request of Terrapin, Sanwa shall purchase and Terrapin shall issue and sell Three Million United States Dollars (aUS$3,000,000) pursuant worth of Terrapin common stock ("Additional Shares") in a separate private placement, but at a price per share equal to a firm underwriting commitment the price paid by a reputable investment banker, (b) has a pre-offering valuation of at least $150 million, and (c) results investors in the "C" Corporation's securities being listed on the American Stock Exchange, the New York Stock Exchange or NASDAQ National Market System (herein an "Initial Public Offering")IPO. Each The obligation set forth in this Section 5.2.2 shall continue for a period of the Members hereby agrees to cooperate in connection with the contribution of their membership interests in the Company to a such newly formed C-Corporation, with each existing Member to receive the common stock of the "C" Corporation in proportion to its capital account balance in the Company as of the date of the incorporation after revaluing such Member's capital account in accordance with Treasury Regulations and Section 11(b) to reflect the fair market value of the Company's assets as of the date of incorporation. As of the date of incorporation, the common stock held by all Members shall be granted standard piggyback registration rights entitling the Members to participate on a pari passu basis in registrations of the "C" Corporation's common stock under the Securities Act of 1933, as amended, other than the Initial Public Offering and subject to pro rata cut-backs at the underwriter's discretion. If Univision is a Class A Member and the Managing Members both consent to a proposed Initial Public Offering, Univision agrees to consent to such Initial Public Offering if (i) three (3) years from following the execution Effective Date, notwithstanding any termination of this Agreement prior to the expiration of such period, unless such termination occurs as a result of Terrapin's material breach under Section 9.2. The agreement or agreements pursuant to which Terrapin shall have expired; sell and Sanwa shall purchase the Additional Shares shall (i) provide that the closing of the sale of the Additional Shares shall occur on the second business day following the closing of the sale of shares in the IPO, (ii) no more than five percent contain a lock-up covenant (5%"Lock-up") substantially the same as Section 7.1 of the shares to be sold in such offering may be purchased by a single PersonStock Purchase Agreement, and (iii) no more than thirty percent contain a demand registration right (30%"Demand Right") substantially the same as Section 1.2 of the Company Sixth Amended and Restated Investor Rights Agreement attached as Exhibit C1 to the Stock Purchase Agreement ("Investor Rights Agreement"), except that (A) such Sanwa provision shall be modified to reflect the fact that Sanwa will be sold the only "Holder", as such term is used therein, (B) only one (1) registration may be effected thereunder, (C) the Demand Right may be exercised by Sanwa in its sole discretion at any time after one hundred eighty (180) days following the date of closing of the IPO, subject to the Lock-up, (D) the Demand Right shall expire on the date which is the earlier of (1) the one hundred eighty-first (181) day following the date the Lock-up shall expire or (2) the day Sanwa could sell within six months of such date all the Additional Shares then held by Sanwa pursuant to Rule 144 and (E) the Company shall bear all Registration Expenses but no Selling Expenses, as such terms are defined in Section 1.1 of the Investor Rights Agreement, in connection with the registration effected pursuant to the Demand Right upon terms substantially the same as Section 1.4 of the Investor Rights Agreement and (iv) provide that Sanwa may rely on the statements contained in the Initial Public Offeringprospectus distributed to investors in the IPO as if the statements contained therein were made directly to Sanwa and that Sanwa shall be entitled to all rights and remedies that an investor in the IPO would have under applicable laws.