Common use of Initial Public Offering Clause in Contracts

Initial Public Offering. In the event (i) the Company files a registration statement under the Act prior to October 15, 2014 in connection with its initial underwritten public offering of shares of Common Stock (the “IPO”), and such registration statement has an estimated price range and (ii) Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) notify the Company in writing of such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing Commitment.

Initial Public Offering. In If NeuStar (or an entity which is a successor to or parent of NeuStar as a result of a corporate restructuring, but not a successor to or parent of NeuStar as the event result of a Change in Control) makes an initial public offering of common stock pursuant to a registration statement (other than on Form S-8 or Form S-4 or their respective successor forms) filed with the Securities and Exchange Commission (the "Initial Public Offering"), NeuStar shall offer Melbourne the opportunity (to occur within 30 days of such Initial Public Offering or such later date as Melbourne agrees) to purchase in a private placement or registered offering, at NeuStar's option, up to the lesser (in terms of number of shares) of (a) the number of shares of common stock that, together with Melbourne's existing ownership of NeuStar Equity Securities, would result in Melbourne owning 4.9% of NeuStar's issued and outstanding Equity Securities after giving effect to the Initial Public Offering or (b) $20 million worth of unregistered NeuStar common stock (of the class offered to the public and valued at the price per share to be offered to the public), at the same price per share to be offered to the public and contemporaneous with such Initial Public Offering. Melbourne shall make such representations and warranties as are usual in a private placement or registered offering under such circumstances. The rights of Melbourne under this Section 7.2 shall continue after termination of this Agreement in accordance with Section 9.2, but shall expire earlier on the first to occur of (i) the Company files a registration statement under acquisition by Melbourne or its successor in interest acquires all of NeuStar's interest in the Act prior Company; (ii) the Bankruptcy, dissolution or liquidation of Melbourne; and (iii) the closing of the Initial Public Offering. Melbourne shall agree to October 15, 2014 any reasonable lock-up requested by an underwriter in connection with its the initial underwritten public offering offering, provided, however, that such lock-up does not exceed 180 days and applies equally to officers, directors and significant stockholders of shares NeuStar. After the expiration of Common Stock (any lock-up period, NeuStar shall provide Melbourne the “IPO”), and such registration statement has an estimated price range and (ii) Investors holding at least a majority rights set forth in Schedule 11.03 of the then outstanding Shares (which majority shall include WCAS) notify Stockholders Agreement to register NeuStar Equity Securities held by Melbourne for sale to the Company in writing of such Investors’ election public, provided that NeuStar will not be required to abandon the consummation register NeuStar Equity Securities for public sale within one year of the sale and purchase date of this Agreement. These registration rights shall terminate if the Additional Shares at the Second Closing, each Investor, Stockholders' Agreement is terminated pursuant to Section 11.01(b) or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(sc) of the IPO to direct to the Investors a number of registered public shares of Common Stock Stockholders' Agreement or if Melbourne is in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use default of its commercially reasonable efforts, the managing underwriter(sobligations under Section 7.02(b)(i) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing CommitmentStockholders' Agreement.

Initial Public Offering. In The members of the event (i) the Company files a registration statement under the Act Board immediately ----------------------- prior to October 15, 2014 an Initial Public Offering shall amend the Company's Bylaws to increase the size of the Board by two members and two independent members shall be appointed to the Board as necessary to comply with applicable stock exchange or stock market regulations. The members of the Board immediately prior to an Initial Public Offering shall also amend the Company's Certificate of Incorporation to increase the Company's authorized capital as necessary and advisable prior to the Initial Public Offering and TCE and Gemstar shall vote their Voting Securities in favor of such amendment. If the managing underwriter for the Initial Public Offering (the "Managing Underwriter") advises that amendment of this Agreement is advisable in connection with its initial underwritten public offering the Initial Public Offering, or if an amendment is necessary to comply with law or the rules or regulations of shares a stock exchange or stock market, TCE and Gemstar agree to cooperate in good faith to so amend this Agreement (and the Company's Certificate of Common Stock Incorporation (including voting their Voting Securities in favor of such amendment) and Bylaws, if necessary). If the “IPO”), and such registration statement has an estimated price range and (ii) Investors holding at least a majority of Managing Underwriter advises that the then outstanding Shares (which majority shall include WCAS) notify Foreign Corporation needs to be combined with the Company in writing of such Investors’ election connection with the Initial Public Offering, then each Stockholder hereby agrees to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or exchange its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase for shares of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority Foreign Corporation or cause its Affiliates to exchange its shares of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu Foreign Corporation for shares of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO SharesCompany, as the case may be, depending upon the Managing Underwriter's advice as to whether the Foreign Corporation or the Company, respectively, is the better entity in excess which to sell shares to the public in connection with the Initial Public Offering. For purposes of their respective Second Closing Commitmentthis Agreement, the terms "Public Offering" and "Initial Public Offering" shall be construed to include a post-combination offering of either the Company's voting securities or those of the Foreign Corporation. The parties hereby agree that the foregoing exchange of securities shall be made based upon a valuation of the Company and the Foreign Corporation performed by the Selected Investment Banking Firm (as defined below). The "Selected Investment Banking Firm" shall mean the investment banking firm selected by TCE within five days after TCE's receipt from Gemstar of a list of five nationally recognized investment banking firms selected by Gemstar.

Initial Public Offering. In (a) At any time after the event expiration of the Standstill Period, provided that no Auction Bid Process shall have been initiated in the last twelve (12) months, (i) the Company files a registration statement under Financial Investors, the Act prior ▇▇▇▇▇▇ Parties, (iii) the ▇▇▇▇▇ Parties or (iv) the Gras Parties may propose to October 15, 2014 in connection with its the other Shareholders to initiate an initial underwritten public offering of shares of Common on an Eligible Stock Exchange (the an “IPO”)) as soon as reasonably practicable, subject to the Qualified Requisite Consent. (b) The Supervisory Board shall appoint a first ranked investment bank for the purpose of carrying out such IPO as sponsoring bank / lead manager and such registration statement has an estimated shall promptly notify the Direct Parties of its choice. (c) The Parties shall cooperate in good faith in order to complete the IPO as soon as reasonably practicable and shall procure that their nominees on the Supervisory Board approve any decisions as may be required by Law. (d) The Supervisory Board shall, after consultation of the Executive Committee, determine with the sponsoring bank (i) the definitive offering price range for the Shares in the IPO and (ii) Investors holding at least a majority the number of new Shares to be issued by the Company (the “New Offered Shares”), if any, and the number of existing Shares proposed to be included in the IPO (the “Existing Offered Shares”), in accordance with applicable Laws and regulations. (e) The Supervisory Board shall notify each Direct Party of the then outstanding number of New Offered Shares and the number of Existing Offered Shares that may be sold pursuant to the IPO and the proposed offering price and each Direct Party shall have the right to sell pursuant to such IPO a number of Shares equal to the product of (i) the number of the Existing Offered Shares and (ii) the fraction having as its numerator (x) the number of Shares held by such Direct Party on a Fully Diluted Basis (prior to any conversion of the Subordinated Convertible Bonds) and as its denominator (y) the total number of Shares on a Fully Diluted Basis (prior to any conversion of the Subordinated Convertible Bonds) prior to the issue of any New Offered Shares, subject to the customary lock-up agreements that may be required by the sponsoring bank(s) and/or the Governmental Authority monitoring the chosen Eligible Stock Exchange. (f) The Parties shall cooperate in good faith in order to enter into any underwriting and offering agreements which majority are required or customary for an IPO, and hereby acknowledge and agree that such agreements may include lock-up undertakings. It is specified that any undertakings under such agreements shall include WCASnot be more restrictive for the ▇▇▇▇▇▇ Parties than for the Financial Investors. (g) notify It is expressly agreed that it is the common intention of the Parties that the Company shall be the Group Company to be listed if the Supervisory Board decides to launch an IPO. (h) To the extent possible pursuant to applicable Laws, the Direct Parties undertake to take all Applicable Actions to merge the ▇▇▇▇▇ Parties into the Company in writing order to allow the ▇▇▇▇▇ Shareholders to take part to the IPO as if they were the direct owners of such Investors’ election to abandon the consummation Securities, provided that: (i) none of the sale and purchase ▇▇▇▇▇ Parties is a Defaulting Party; (ii) there are no significant liability on the balance sheet of any of the Additional Shares at ▇▇▇▇▇ Parties; (iii) the Second Closing, each Investor, ▇▇▇▇▇ Shareholders make any reasonable representations and warranties as may be required by the Company with respect to the conduct of the business of the ▇▇▇▇▇ Parties (including the place of effective management of the ▇▇▇▇▇ Parties or its designee, the compliance by the ▇▇▇▇▇ Parties with their tax obligations); (iv) the ▇▇▇▇▇ Parties undertake to indemnify the Company for any loss resulting from undisclosed liabilities of the ▇▇▇▇▇ Parties or from a breach or inaccuracy of the above mentioned representations and warranties and such obligation of indemnification shall purchase such number be secured by cash collateral or a first demand guarantee issued by a first rank bank; and (v) none of registered public shares of Common Stock the ▇▇▇▇▇ Parties is involved in litigation proceedings with a Third Party or a ▇▇▇▇▇ Shareholders. (i) All fees and expenses in relation to the IPO equal to such Investor’s Second Closing Commitment divided (whether achieved or not achieved) shall be borne by the price per share of Common Stock offered Company to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated fullest extent permitted by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing Commitmentapplicable Law.

Initial Public Offering. (1) The Parties may only decide on an IPO of Investor NewCo or any of its subsidiaries by mutual agreement. In the event (i) no decision on the Company files a registration statement under IPO is made by 30 June 2003, the Act Financial Investors shall have the right to request an IPO, which, however, is not to take place prior to October 151 January 2004; however, 2014 the Financial Investors are granted this right only in connection with its initial underwritten public offering of shares of Common Stock (the “IPO”)event that the Financial Investors, and such registration statement has an estimated price range and (ii) Investors including those individuals or corporations to whom they have transferred shares, are holding at least a the majority of the share capital of Investor NewCo at the time the IPO is requested. MIG shall then outstanding Shares be obligated to support the IPO and to issue all necessary statements pursuant to the following provisions. (which majority 2) In the event the Parties have agreed on an IPO or the Financial Investors have requested the execution of an IPO pursuant to Paragraph (1) above, the Parties shall include WCAS) notify be obligated to undertake all legal steps and issue all statements necessary for an IPO. In particular, they shall be obligated at the Company in writing request of such Investors’ election a Party to abandon the consummation approve any transformation of the sale and purchase company to be admitted to the stock exchange into a joint stock corporation for the purposes of the Additional Shares IPO and any capital measures to prepare the IPO which are proposed by the lead manager. As permitted by law, the rights of the Parties provided in this Agreement must be safeguarded, either in the bylaws of the joint stock corporation or in a shareholders' agreement to be newly agreed upon. (3) The investment bank which accompanies the IPO as lead manager is to be determined jointly by the Parties and commissioned jointly with the Investor NewCo or solely by Investor NewCo. A beauty contest is to be held at any Party's request. If the Second ClosingParties do not agree on an investment bank after the conclusion of the beauty contest, each Investor, or its designee, the Financial Investors shall purchase such be entitled to the determine the - 48 - investment bank. The bank determined by the Financial Investors alone may not be a company affiliated with a Financial Investor within the meaning of Section 15 AktG. (4) The number of registered public shares of Common Stock offered in the IPO equal to such Investor’s Second Closing Commitment divided by and the price per share of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) scope of the IPO to direct to cash capital increase and the Investors a number sale of registered public old shares shall be determined in accordance with the recommendations of Common Stock in the IPO equal lead manager. In the total IPO Shares. The Investors acknowledge that, despite event not all Parties can sell the Company’s use desired amount of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares held by them in the IPO, the Financial Investors shall have the right to sell the shares held by them with priority. MIG may only then sell shares in the IPO if the Financial Investors are able to sell the full number of shares they wish to sell. To the extent that MIG participates in a capital increase pursuant to Section 18 para. (8), the Financial Investors shall negotiate with MIG, if and to what extent MIG may participate in the sale of old shares within the IPO for the financing of the contribution and the costs. (5) In the event the Financial Investors still hold shares after the IPO, the Financial Investors jointly shall have the one time right to request a further public offering in which case they can sell their shares in whole or in part. The Financial Investors shall decide on the number date thereof. At least six months are to elapse between the IPO and the further offering. In the event not all Parties can sell the desired amount of IPO Shares may be reduced or no directed shares may be designatedheld by them in a further public offering, as applicablethe Financial Investors shall have the right to sell up to 81% of the old shares placed in the offering. Any such reduction This rule shall be valid for the first three years after the IPO. The Financial Investors are entitled to require, after such secondary offering in which they have priority, further secondary offerings, in which they can sell shares. In such further secondary offerings the Financial Investors do not have priority, but can only sell together with MIG on a pro rata among all participating Investors. Nothing basis, in this Section 1.2(cthe same ratio as they hold shares in Investor NewCo. (6) shall affect The Parties hereby undertake to hold pursuant to the rights and obligations recommendation of the Company and lead manager after the Investors to consummate the sale and purchase execution of the Additional Shares in accordance with Section 1.2(b) if IPO or any further offering the Investors holding at least a majority residual shares for the period recommended by the lead manager and not to sell them over the stock exchange. However, the lockup period may not be longer than 180 days subject to imperative provisions of the then outstanding Shares stock exchange concerned. (which majority must include WCAS7) have not notified In the Company in writing to consummate event of an IPO or a further offering, the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu Parties shall seek that the management board of the Second Closing. For claritycompany to be listed at the stock exchange shall support the IPO or the further offering, particularly through participation in no event will any Investor be obligated road shows, support in the preparation of the prospectus, provision of information to purchase Additional Shares or IPO Sharesthe underwriters, as the case may beelaboration of a detailed business plan, in excess of their respective Second Closing Commitmentetc.

Initial Public Offering. In (a) At any time following the event third anniversary of the date of this Agreement, if the Preferred Member is unable to sell its Membership Interest after a good faith effort to do so, or at any other time upon the written agreement of the Preferred Member and CSSE, with such agreement not to be unreasonably withheld, then, if requested in writing by the Preferred Member, the Board shall authorize a public offering of equity securities of the Company by one or more underwriters, including Ladenburg T▇▇▇▇▇▇▇ & Co., Inc., and on such other terms and conditions to be agreed between the Preferred Member and CSSE (the “Initial Public Offering”). (b) The Initial Public Offering may include the resale of equity interests held by the Members, provided that (i) such selling Members enter into an underwriting agreement in customary form with the Company files a registration statement under underwriter or underwriters selected for the Act prior to October 15, 2014 in connection with its initial underwritten public offering of shares of Common Stock (the “IPO”), and such registration statement has an estimated price range Initial Public Offering and (ii) Investors holding at least a majority if the underwriters advise the Company and the selling Members in writing that the dollar amount or number of Units which the selling Members desire to sell, taken together with all of the then outstanding Shares (which majority shall include WCAS) notify Units or other equity interests proposed to be sold by the Company Company, exceeds the maximum dollar amount or maximum number of shares that can be sold in writing the Initial Public Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered to the public offering (the “IPO Maximum Number of Shares”). , then the Company shall reduce the number of Units proposed to be sold by selling Members in the Initial Public Offering to the Maximum Number of Shares; provided that the number of Units held by the Preferred Member to be included in the Initial Public Offering shall not be reduced unless all Units held by any other Member are first entirely excluded therefrom. (c) The Company shall use its commercially reasonable best efforts to list, or cause to be listed, the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock sold in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares Initial Public Offering on a national securities exchange in the IPOUnited States. (d) The Company will pay all expenses and fees in connection with the Initial Public Offering, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights other than underwriters’ fees and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing Commitmentcommissions.

Initial Public Offering. In the event (i) If the Company files a at any time proposes its Initial Public Offering, it will give notice to the Founders of its intention to do so. Upon the written request of any Founder to register any of its Restricted Stock, the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement under proposed to be filed by the Act prior Company, all to October 15the extent requisite to permit the sale or other disposition by the Founder of such Restricted Stock so registered. The number of shares of Restricted Stock to be included in the Initial Public Offering may be reduced (pro rata among the requesting Founders based upon the number of shares of Restricted Stock owned by the Founders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein, 2014 provided, however, that such number of shares of Restricted Stock shall not be reduced if any shares are to be included in connection with its initial such underwriting for the account of any person other than the Company or the Founders. For purposes of this Section 2.3 and Sections 2.4, 2.5, 2.6, 6.1 and 6.4, the term “Restricted Stock” shall be deemed to include the number of shares of Restricted Stock which would be issuable to a holder of Preferred Shares upon conversion of all shares of Preferred Stock; provided, however, that the only securities which the Company shall be required to register pursuant hereto shall be shares of Common Stock; provided, further, however, that, in any underwritten public offering contemplated by this Section 2.3 or Sections 2.4, 2.5 and 2.6, the holders of Preferred Shares shall be entitled to sell such Preferred Shares to the underwriters for conversion and sale of the shares of Common Stock (the “IPO”), issued upon conversion or exercise and such registration statement has an estimated price range and (ii) Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) notify the Company in writing of such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designatedconversion, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing Commitmentthereof.

Initial Public Offering. In Ladies & Gentlemen: The undersigned, an owner of record or beneficially of certain shares of common stock, par value $0.001 per share (“Shares”), of OncoMed Pharmaceuticals, Inc. (the event (i) “Company”), or of securities convertible into or exchangeable or exercisable for Shares, understands that the Company files proposes to conduct a registration statement under the Act prior to October 15, 2014 in connection with its initial underwritten public offering of shares of Common Stock Shares (the “IPOOffering”). The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that, in approving the terms of the Offering and matters relating to the Offering, including an underwriting agreement (the “Underwriting Agreement”) with Jefferies LLC (“Jefferies”) and Leerink ▇▇▇▇▇ LLC (“Leerink”), as the representatives of the several underwriters listed therein, the Company’s board of directors (the “Board”) may be relying on the representations and such registration statement has an estimated price range agreements of the undersigned contained in this letter agreement. Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this agreement. In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (ii) Investors holding and will use reasonable best efforts to cause any Immediate Family Member not to), subject to the exceptions set forth in this letter agreement, without the prior approval of at least a majority of the then outstanding Board: • Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Immediate Family Member, • enter into any Swap, • make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or • publicly announce any intention to do any of the foregoing. The foregoing will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (i) the transfer of Shares or Related Securities by gift, or by will or intestate succession to the legal representative, heir, beneficiary or any Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or a Family Member, (ii) transfers or dispositions of the undersigned’s Shares or Related Securities to any corporation, partnership, limited liability company or other entity all of the beneficial ownership interests of which majority are held by the undersigned or any Family Member, (iii) distributions of the undersigned’s Shares or Related Securities to partners, members or stockholders of the undersigned, and (iv) the transfer of Shares by operation of law, including pursuant to a domestic order or a negotiated divorce settlement; provided, however, that in any such case, it shall include WCAS) notify be a condition to such transfer or distribution that: • each transferee or distributee executes and delivers to the Company an agreement in writing of such Investors’ election form and substance satisfactory to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Board stating that such transferee or distributee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto), and • with respect to clauses (i) through (iii) only, prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer or distribution (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer or distribution. Furthermore, notwithstanding the restrictions imposed by this letter agreement, the undersigned may, without the prior approval of at least a majority of the Board, (i) exercise an option to purchase Shares granted under any stock incentive plan or stock purchase plan of the Company, provided that the underlying Shares shall continue to be subject to the restrictions on transfer set forth in this letter agreement, (ii) establish a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Shares, provided that such trading plan does not provide for any transfers of Shares during the Lock-up Period, and (iii) transfer or dispose of Shares acquired in the Offering or on the open market following the Offering. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned and the undersigned’s Immediate Family Members, if any, except in compliance with the foregoing restrictions. The undersigned shall automatically be released from the restrictions imposed by this letter agreement: • with respect to twenty-five percent (25%) of the Shares held by the undersigned as of the date hereof, at the close of trading on the date that is the six-month anniversary of the date of the Prospectus (as defined in the Underwriting Agreement), or if such date is not a Trading Day, at 11:59 p.m. California time on such date; • with respect to an additional fifty percent (50%) of the Shares held by the undersigned as of the date hereof, at the close of trading on the date that is the one-year anniversary of the date of the Prospectus, or if such date is not a Trading Day, at 11:59 p.m. California time on such date; • with respect to the remaining twenty percent (25%) of the Shares held by the undersigned as of the date hereof, at the close of trading on the date that is the 18-month anniversary of the date of the Prospectus, or if such date is not a Trading Day, at 11:59 p.m. California time on such date; and • with respect to all Shares held by the undersigned, at the close of trading on the date that is the 20th consecutive Trading Day on which majority must include WCAS) have not notified the market capitalization of the Company is at least $2,000,000,000 (as determined by multiplying the number of Shares outstanding at the closing of trading on each such Trading Day by the closing price per Share on each such Trading Day). Notwithstanding anything herein to the contrary, in the event that more than an aggregate of $500,000 of Shares held by executive officers, directors and/or 5% or greater stockholders of the Company are released from the lock-up restrictions described above, other than pursuant to the immediately preceding paragraph (the value of such released Shares to be determined based on the closing price on the date that the applicable Shares are approved for release), (i) the same percentage of Shares of the Company’s securities held by such persons that are so released from the lock-up restrictions shall automatically be released with respect to the Shares held by the undersigned concurrently therewith and (ii) the Company shall promptly notify the undersigned of such release. It is understood that, if (i) the Company notifies Jefferies and Leerink in writing that it does not intend to consummate proceed with the purchase of IPO Shares as contemplated Offering, (ii) the Underwriting Agreement relating to the Offering is not executed by this Section 1.2(cDecember 31, 2013, or (iii) in lieu the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated for any reason prior to payment for and delivery of the Second ClosingShares to be sold thereunder, this letter agreement shall immediately be terminated and the undersigned shall automatically be released from all of his or her obligations under this letter agreement. For clarityThe undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This letter agreement shall be governed by, and construed in no event will any Investor be obligated to purchase Additional Shares or IPO Sharesaccordance with, as the case may be, in excess laws of their respective Second Closing Commitment.the State of California. Signature Printed Name of Person Signing

Initial Public Offering. Subject to Article V, the Manager shall control all aspects of any initial Public Offering, including any initial Public Offering of Manager Common Stock (an "IPO"), including without limitation the timing and pricing thereof. In connection with an IPO, the event Manager may formulate a reorganization or restructuring plan (the "Reorganization Plan") to restructure or reorganize one or more of the Issuers. Each holder of Securities shall take whatever action is required under such Reorganization Plan to effect the transactions contemplated therein so long as such plan does not affect such holding in a manner which is materially adverse and disproportionate to the manner in which such plan affects other holders of securities of the same class. Any Reorganization Plan may, without limitation, provide that: (i) all Common Units (other than Common Units held by PIC) and PIC Common Stock be contributed to the Company files Manager without consideration therefor on a registration statement under tax-deferred basis pursuant to Section 351 of the Act prior Code, (ii) all shares or amounts of Preferred Securities be exchanged for or converted into stock of the Manager or a successor corporation (whether of a series with similar or different economic terms (including Manager Common Stock) but provided that the fair market value (as determined in the good faith judgement of the Board of Directors of the Manager) of such stock shall not be less than the Preference Amount of such Preferred Securities at the time of such transaction) and/or (iii) PIC and/or the LLC merge with and into the Manager or sell all of its assets to October 15, 2014 the Manager; provided that if in connection with its initial underwritten public offering any Reorganization Plan voting Equity Securities of shares the Manager are exchanged for Units, at the request of any holder of Class B Common Stock, the Company shall offer to such holder of Class B Common Stock (the “IPO”), and such registration statement has an estimated price range and (ii) Investors holding at least a majority non-voting Equity Securities of the then outstanding Shares Manager which possess the same rights (which majority shall include WCASother than with respect to voting) notify the Company in writing of and preferences as such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing Commitmentvoting Equity Securities.

Initial Public Offering. In If BMCA or its parent sells common stock in a public offering (the event (i"IPO") the Company files pursuant to a registration statement under the Act prior (other than a registration statement filed with respect to October 15employee benefit plans), 2014 then the following shall occur: (a) With respect to the Class A Common Stock held by you at the time of the IPO, you shall sell to BMCA or such other entity determined by BMCA, and BMCA or such other entity shall purchase from you, all of these shares for an amount in connection with its initial underwritten public offering cash equal to the Book Value per share (without taking into consideration any gain from the IPO) of Class A Common Stock as of the last day of the fiscal quarter immediately preceding the date of the IPO; (b) With respect to the Class B Common Stock held by you at the time of the IPO, the terms of the Class B Common Stock shall be amended, if necessary, to have the same rights as the holders of the shares of Common Stock (the “IPO”), and such registration statement has an estimated price range and (ii) Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) notify the Company in writing of such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares common stock being sold in the IPO, in which case with the total number of IPO Shares may shares owned by you being adjusted for any recapitalization, reorganization or similar transaction occurring in connection with the IPO; (c) With respect to the Class B Common Stock held by you at the time of the IPO, the terms of the Class B Common Stock shall be reduced further amended, if necessary, if in connection with an IPO, a recapitalization reorganization or no directed similar transaction of BMCA (or its parent's stockholders, if the parent's shares may be designatedare sold in the IPO) occurs such that dividends are paid to BMCA (or its parent, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as per the case may be) stockholders prior to, and in connection with, the IPO. The adjustments referred to in the foregoing sentence shall be those which are necessary, in excess the reasonable judgment of their respective Second Closing Commitmentthe Board of Directors of BMCA, to ensure that the value of the Class B Common Stock held by you is not adversely affected in any material way as a result of such transaction. Under no circumstances shall BMCA have any liability to you resulting from the pricing of the common stock in the IPO or its performance thereafter; (d) For a period of 18 months following the consummation of IPO, you shall not be permitted to sell 50% of the Common Stock that you own as of the date of such consummation (the "Restricted Stock"). The Restricted Stock shall not be subject to forfeiture under any circumstance. In addition, pursuant to the share incentive plan adopted in connection with the IPO, you shall receive a grant of an option to purchase shares of common stock (in the discretion of the Board of Directors of such entity) in an amount designed, in the reasonable judgment of the Board of Directors of such entity, to provide you with a potential appreciation in value equal to that anticipated to be realized by the Class A Common Stock held by you prior to the IPO. Such option shall have an exercise price equal to the price of Common Stock sold to the public in the IPO and shall vest in accordance with the terms of such incentive plan.

Initial Public Offering. In (a) Immediately prior to the event effective date of an Initial Public Offering, all of the Units will be converted into securities of the same class as the equity securities offered in such Initial Public Offering (i) the “Publicly Offered Securities”), subject to the approval of the Board of Managers. Each Member’s Units will be converted into that number of equity securities having a value equal to the amount that such Member would be deemed to have received if the Company files (or a registration statement under successor thereto) had been liquidated following the Act sale of all its assets for fair market value, as determined by the underwriters, immediately prior to October 15, 2014 the effective date of the Initial Public Offering and the proceeds in such deemed liquidation distributed under Section 11.02 hereof. The market value of the equity securities being distributed will be deemed to be the price at which the Publicly Offered Securities are initially sold by the underwriters. (b) The terms of the Initial Public Offering and of the Publicly Offered Securities will be determined by the Board of Managers. (c) If the Company effects any registration in connection with its initial an underwritten public offering (including the Initial Public Offering) of shares of Common Stock its equity securities (the “IPO”whether pursuant to this Agreement or otherwise), and such registration statement has an estimated price range and (ii) Investors holding at least a majority each holder of securities of the then outstanding Shares (which majority shall include WCAS) notify the Company in writing of such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closingwill, each Investor, or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided if requested by the price per share of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge thatCompany, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of enter into an agreement with the Company and the Investors underwriter or underwriters of such offering (in form reasonably acceptable to consummate the Company) pursuant to which such holder will agree not to sell, make any short sale and of, loan, grant any option for the purchase of, or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any equity securities of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority Company, or of any security convertible into or exchangeable or exercisable for any equity security of the then outstanding Shares Company (which majority must include WCASin each case, other than as part of such underwritten public offering), within seven (7) have not notified days before, or ninety (90) days (or one hundred eighty (180) days in the case of an Initial Public Offering) after, the effective date of such registration. The Company may impose stop-transfer instructions with respect to the securities of the Company in writing subject to consummate the purchase foregoing restriction until the end of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares said 180-day or IPO Shares, as the case may be, in excess of their respective Second Closing Commitment90-day period.

Initial Public Offering. (a) In part to fund the event payment of the Cash Consideration, the Acquiror intends to effect through an underwriter or underwriters a public sale of shares of its Common Stock or other equity securities (iother than warrants or options) the Company files a registration statement under the Act prior to October 15, 2014 in connection with its initial underwritten public offering of convertible into shares of Common Stock (the “IPO”), and such registration statement has an estimated at a gross selling price range and (ii) Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) notify the Company in writing of such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered to the public prior to the deduction of any underwriting commissions, discounts and expenses of not less than Seven Million, Five Hundred Thousand Dollars (the “IPO Shares”$7,500,000). The Company shall offer and sale (the "Initial Public Offering") of such securities and the shares issuable upon the conversion of any convertible securities included therein will be registered by means of a filing with the Securities and Exchange Commission (the "Commission") under Section 5 of the Securities Act of 1933 (the "Securities Act") of the Registration Statement of the Acquiror (the "Registration Statement"). The Acquiror agrees to file the Registration Statement on or prior to December 31, 1995 and, upon such filing, will use its commercially reasonable best efforts to cause the managing underwriter(sRegistration Statement to be declared effective by the Commissioner. (b) Acquiror agrees to provide Stockholder with a copy, and reasonable time to review and provide comments as to the initial material draft and of each materially revised draft of the IPO Registration Statement and of the Registration Statement to direct be filed and each substantative amendment thereto five days prior to the Investors a number of registered public shares of Common Stock filing thereof with the Commission. The Stockholder agrees to review such draft or drafts, particularly with respect to the disclosures contained therein as to AFA and the Stockholder. Acquiror agrees to incorporate or effect such changes in the IPO equal Registration Statement prior to the total IPO Shares. The Investors acknowledge thatfiling thereof or the Stockholder may request with respect to the disclosures therein or to the business, despite management, financial condition and prospects of AFA in order to comply with the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations requirements of the Company and application form of Registration Statement required by the Investors to consummate the sale and purchase rules of the Additional Shares in accordance Commission with Section 1.2(b) if respect to the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing CommitmentInitial Public Offering.

Initial Public Offering. In 15.1 Alternatively to the event proposal of a Trade Sale pursuant to section 14, at any time after the expiry of the Initial Period (without prejudice to sections 14.2(a) and 14.2(b)(i) pursuant to which a process aimed at an Initial Public Offering may be commenced in connection with a Sales Process) but no earlier than six months following the failure of the Sales Process pursuant to section 14 or any preceding Sales Process by Trade Sale or Initial Public Offering, each Shareholder shall be entitled to request from the Joint Venture Companies and the respective other Shareholder (or its respective Affiliate transferees) (i) the direct or indirect (i.e., via a further direct or indirect holding company) listing of the Joint Venture or its applicable Equity Securities on a stock exchange within the European Union, Switzerland, a transnational stock exchange, the New York Stock Exchange or NASDAQ or (ii) an underwritten public offering of Equity Interests of any Joint Venture Company files under the Securities Act representing at least 20 per cent of the total share capital of the Joint Venture after such listing (each such public offering, an “Initial Public Offering”). 15.2 In the event either Shareholder duly requests the Initial Public Offering, the following shall apply: (a) If the managing underwriter of the Initial Public Offering advises JV Europe and JV US that marketing factors require a limitation of the number of Shares to be underwritten in the Initial Public Offering, the Shareholders shall be entitled to sell their respective pro rata portion of the aggregate number of Shares sold in such Initial Public Offering. This shall apply equally in the event an over-allotment option is exercised. (b) If the stock market listing requires the Joint Venture Companies’ restructuring (e.g., the conversion of JV Europe into another legal form and the contribution of JV US into JV Europe or vice versa) or such restructuring is in the reasonable view of either Shareholder appropriate, the Shareholders shall be obliged to consent to such restructuring and to take all such actions and make or receive all such declarations which are necessary in that respect, provided, however, that no Shareholder shall be obliged to take any such action or to make or receive any such declaration if the proposed restructuring would cause a substantial adverse tax effect for such Shareholder. A substantial adverse tax effect shall be any tax effect that, with view to other restructuring alternatives available to achieve an Initial Public Offering, treats one Shareholder substantially less favourable compared to (i) his tax treatment in such other structure alternatives and (ii) the tax treatment of the other Shareholders in connection with the proposed restructuring and subsequent Initial Public Offering. (c) The relevant Joint Venture Companies shall initiate the stock market registration and/or file a registration statement under the Securities Act prior covering all the Equity Securities of the relevant Joint Venture Companies to October 15be registered and use their reasonable best efforts to cause such registration statement to be declared effective by the United States Securities and Exchange Commission (the “SEC”) as soon as practicable and shall bear any and all costs related thereto (in particular but not limited to bank fees and charges), 2014 including, to the extent legally permissible, all legal costs incurred by the Shareholders in connection with the stock market registration and all registration, filing and qualification fees, printers’ and accounting fees but excluding underwriting discounts and commissions relating to the Equity Securities being offered. (d) Each Shareholder will be required to sell its initial Shares on the basis provided by the applicable underwriting arrangements and complete and execute all questionnaires, powers of attorney, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement. (e) The relevant Joint Venture Companies shall (i) forward drafts and final versions of bid letters, term sheets, other transaction documents and correspondence with advisers to the Shareholders as soon as the same become available; (ii) keep the Shareholders fully informed of the process without delay; and (iii) allow each Shareholder and its representatives and advisors to reasonably participate in any formal presentation by prospective underwriters regarding the Initial Public Offering. (f) Whenever the Joint Venture Companies are required under this section 15.2 to use their reasonable best efforts to effect the registration of Equity Securities under the Securities Act, the Joint Venture Companies shall also, as expeditiously as reasonably practicable, (i) prepare and file with the SEC a registration statement with respect to such Equity Securities and use reasonable best efforts to cause such registration statement to become effective, and, upon the request of either Shareholder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that such 120 day period shall be extended for a period of time equal to the period a Shareholder refrains, at the request of an underwriter of the Joint Venture Companies, from selling any Equity Securities included in such registration; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the requirements of the Securities Act and furnish to the Shareholders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as the Shareholders may reasonably request in order to facilitate the disposition of such Equity Securities owned by them; (iii) use reasonable best efforts to register and qualify the Equity Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by either Shareholder; (iv) provide a transfer agent and registrar and a CUSIP number for all such Equity Securities, in each case not later than the effective date of such registration; (v) use reasonable best efforts to obtain (1) a “comfort” letter from the independent certified public accountants of the Joint Venture Companies, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering under the Securities Act, and (2) an opinion of shares the counsel representing the Joint Venture Companies for the purposes of Common Stock such registration, in form and substance as is customarily given to underwriters in an underwritten public offering under the Securities Act, addressed in each case to the underwriters, and otherwise use reasonable best efforts to take all other steps necessary to effect the registration of such Equity Securities under the Securities Act. It shall be a condition precedent to the obligations of the Joint Venture Companies to take any action pursuant to this section 15.2(f) with respect to the Equity Securities of either Shareholder that such Shareholder shall furnish to the Joint Venture Companies such information regarding itself, the Equity Securities held by it and the intended method of disposition of such Equity Securities as shall be reasonably required to effect the registration of such Equity Securities held by such Shareholder. (g) Each Shareholder shall undertake to comply with any transfer restrictions regarding the Shares held by it, which the provisions of the stock market registration proceeding, the provisions regarding the admission to trade on the respective stock exchange and/or market segment or the regulations of the syndicate leading underwriting agent (konsortialführende Emissionsbank) require (the “IPOLock-up”); provided, and such registration statement has an estimated price range and (ii) Investors holding at least however, that no Shareholder shall be obliged to comply with a majority longer Lock-up term or additional transfer restrictions regarding the Shares held by it than the longer of those required by statutory law or the respective stock exchange or, in the case of the then outstanding Shares (which majority shall include WCAS) notify registration of any Equity Interests under the Company in writing Securities Act, 120 days after the effective date of such Investors’ election registration. (h) The Shareholders shall be entitled to abandon request from the consummation Joint Venture Companies to include into the agreements with the respective underwriting agent (Emissionsbank) the right to a secondary offering of the sale Shares held by the Shareholders and purchase to undertake any and all actions and measures necessary for this purpose, unless the respective underwriting agent (Emissionsbank) objects to the incorporation of such term. The Joint Venture Companies shall bear the costs for the application and the implementation of such secondary offering. Notwithstanding anything to the contrary contained in this Agreement, if at any time prior to the completion of the Additional Shares at Initial Public Offering, such Initial Public Offering will be aborted, the Second ClosingParties shall, each Investorupon the request of either Shareholder, take all such actions and make or its designeereceive all such declarations such Shareholder will reasonably request in order to reverse, shall purchase such number of registered public shares of Common Stock in to the IPO equal to such Investor’s Second Closing Commitment divided extent legally permissible under applicable law, the actions taken by the price per share of Common Stock offered to Parties following the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated request by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shareseither Shareholder, as the case may be, to pursue the Initial Public Offering, so as to seek to cause, to the maximum extent permissible under applicable law, (i) the Joint Venture Companies to have the same legal form, in excess the same jurisdiction and with substantially the same governing documents as the Statutes and (ii) the Shareholders to have substantially the same rights and obligations as the Shareholders have under the Statutes and this Agreement as if none of their respective Second Closing Commitmentthe steps described in section 15.2 shall have been taken.

Initial Public Offering. 8.1.1 The Promoter and the Company undertake that they shall, on or before the Deadline Date create an exit for the Investors through an IPO on a recognised stock exchange. The Promoters and the Company agree that they shall seek the consent of the Investors for conducting the IPO (as an Investor Reserved Matter) only after the SEBI Category-I merchant banker has preliminarily determined the valuation and manner at which such IPO would be conducted. 8.1.2 In the event the Company decides to list its Securities pursuant to an IPO, by way of a fresh issue of Equity Shares or an offer for sale, which satisfies the minimum listing requirements in accordance with Applicable Law, the Company and each member of the Promoter Group shall take all actions (including obtaining any Approvals and / or clearances from Governmental Authorities) which lie within their power, to ensure that the Securities of the Company are listed on any recognised stock exchange or any other exchange acceptable to the Investors pursuant to an IPO undertaken by the Company. 8.1.3 If any offer for sale component is recommended by the appointed merchant banker, the Investors shall have the right (but not the obligation) to participate in such offer for sale on a pro-rata basis to their respective Shareholding Percentage, in which event such offer or contribution by the Investors shall take precedence over all other Shareholders to the extent permissible under Applicable Law. 8.1.4 For the purpose of any such IPO, to the extent permissible under Applicable Law, the Securities held by the Investors shall not be subjected to a lock-in or other restriction on Transfer as applicable to Promoter Group’s “promoters contribution” under any Applicable Law, the guidelines of SEBI or of any other statutory or regulatory authority as applicable from time to time. If any Securities are to be made subject to any lock-in in connection with any IPO, then the Promoter Group shall offer their Equity Shares towards such lock-in. 8.1.5 The Company and the Promoter, jointly and severally, undertake to seek the requisite statutory and regulatory Approvals for such IPO, and, in connection therewith, take all steps as regards such IPO such that the requisite number of Securities shall be contributed or offered by all Shareholders, other than the Investors, so as to meet any minimum listing requirements (but, including all or part of the respective Investor Securities, only if so desired by the respective Investors in which event such offer or contribution by the Investors of all or part of the Investor Securities shall take precedence over all other Shareholders) and are, subject to this Agreement, offered to the public and the same are listed at the concerned stock exchange. Without limiting the generality of the foregoing, for this purpose, the Company and the Promoter Group shall, jointly and severally, and the Investors shall provide all reasonable support to the Company to: 8.1.1.1. take all requisite steps to commence the procedure of an IPO; 8.1.1.2. not unduly withhold approvals for listing of the Securities on the concerned registered stock exchange(s) in terms of this Agreement as per the Applicable Laws; 8.1.1.3. conduct, any road shows, finalization of prospectus, proposals for increase in the Share Capital of the Company, issue amount, issue price, and mode of issue before approaching the concerned competent authorities for Approvals; 8.1.1.4. provide all material information and ensure compliance with all applicable provisions under all Applicable Law in force at the time of the IPO and the subsequent listing of the Securities of the Company for trading on the recognised stock exchange(s); and 8.1.1.5. do all acts and deeds required to achieve the listing on the recognized stock exchange(s) in terms of this Agreement and as per the Applicable Law. 8.1.6 The Parties expressly understand, acknowledge and agree that the Company shall be responsible and liable for: (i) all costs, charges, fees or expenses relating to the IPO and consequent listing on any stock exchange shall be borne and paid by the Company; and (ii) subject to Applicable Law, including principles governing financial assistance, for any breach of the Company’s representations, warranties, covenants, obligations and undertakings set forth in any contract, instrument and other document in relation to the IPO. 8.1.7 It is understood and agreed that the Investors shall at all times, and shall always be deemed to, represent and warrant only as to its title to the Securities held by them and shall not provide any other representation, warranty, covenant, obligation and / or undertaking. 8.1.8 The Promoter Group understands and recognize that the IPO is an important part of the Company’s financing plans and shall provide all cooperation including, the exercise of their Shareholder rights as is required by the Company from time to time in connection with the IPO and causing their nominees on the Board to pass such resolutions as may be necessary or required for this purpose. As and when the Company carries out an IPO, it shall ensure that the Securities held by the Investors and / or their Affiliates shall be listed and fully capable of being traded on each of the recognized stock exchanges where the Company’s Securities are being listed pursuant to the IPO, and simultaneously with the listing of the Company’s Securities pursuant to the IPO. 8.1.9 Nothing in this Agreement shall require the Investors and / or their Affiliates to do or omit to do any act that may result in them becoming a “promoter” of the Company under the Act, the SEBI guidelines or any other Applicable Law. The Company and the Promoter undertake, agree and confirm that the Investors and / or their Affiliates shall not be named or deemed to be or held out or represented as a “promoter” in any of the books and records of the Company, the prospectus or any other documents of the Company related to an IPO, a public offering or otherwise and shall not be required to offer or make available their Securities for any such purpose whatsoever including, without limitation, for the purposes of compliance with any mandatory lock-in requirements as applicable to a “promoter” under the SEBI guidelines / regulations in respect of an IPO, any public offerings or otherwise. The Promoter and the Company shall ensure that the Investors and / or their Affiliates are not classified as a “promoter” of the Company for any purpose whatsoever and the Investor Securities and / or their Affiliates are not subject to any lock-in or other restrictions except to the extent required under Applicable Law or this Agreement or to any statutory or regulatory moratorium imposed in connection with an offering made by the Company. The Company shall at its own cost make any and all applications to statutory and regulatory authorities that may be required to obtain any necessary authorizations for exemption. 8.1.10 Unless the Investors agree otherwise in writing, the Company shall at its own cost ensure that the IPO is fully underwritten. 8.1.11 Subject to Applicable Law, if any prospectus in connection with any offering made by the Company refers to the Investors by name or otherwise as the holder of any Securities of the Company, then the Investors shall have the right to require: (i) the Company files insertion therein of language, in form and substance to the satisfaction of the Investors to the effect that the holding by it of such Securities is not to be construed as a registration statement under recommendation by it of the Act prior to October 15, 2014 investment quality of the Company's Securities covered thereby and that such holding does not imply that the Investors will assist in connection with its initial underwritten public offering meeting any future financial requirements of shares of Common Stock (the “IPO”), and such registration statement has an estimated price range and Company; or (ii) Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) notify the Company in writing of such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to event that such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct reference to the Investors by name or otherwise is not required by the Applicable Law, the deletion of the reference to the Investors. 8.1.12 The Company and Promoter Group also undertake to ensure compliance with the listing requirements of the stock exchanges, all applicable regulatory authorities and to ensure compliance with all Applicable Laws, all applicable provisions of the Act, the relevant guidelines / regulations of SEBI, the listing agreement of the relevant stock exchanges and other regulations prevailing at the time of the IPO. 8.1.13 The Company and Promoter agree to the extent necessary, to obtain permission from banks and other financial institutions that allow the Company to conduct and consummate a number of registered public shares of Common Stock in listing as required to achieve the IPO equal on or prior to the total Deadline Date. 8.1.14 The valuation, timing, mode and exchange for the IPO Shares. The Investors acknowledge that, despite shall be decided by the Board in consultation with the appointed lead merchant banker(s). 8.1.15 Increase in Share Capital for the IPO: If an IPO is to be made and if the minimum Paid up Equity Share Capital required at the relevant time for the purpose of listing the Company’s use of its commercially reasonable efforts, Securities is more than the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations Paid up Equity Share Capital of the Company and (inclusive of any additional Securities to be issued through the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the IPO), then outstanding Shares (which majority must include WCAS) have not notified the Company in writing shall, subject to consummate the purchase of IPO Shares Investors’ consent under Article 11, issue such bonus Securities as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated are required to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing Commitmentmeet such listing preconditions.

Initial Public Offering. In On or prior to the event Closing Date, (i) the Company files a registration statement under the Act prior to October 15, 2014 in connection with its initial underwritten public offering of shares of Holdings shall have issued and sold Holdings Common Stock (pursuant to the “IPO”), and such registration statement has an estimated price range the aggregate gross cash proceeds of Holdings Common Stock issued on the Closing Date received by Holdings shall be not less than $100,000,000, and (ii) Investors holding at least Holdings shall have used such proceeds to (x) irrevocably deposit approximately $____________ into the Escrow Account so that the Holdings Preferred Stock can be redeemed and all accrued and unpaid dividends with respect thereto through and including __________, 1996 and all accrued and unpaid interest with respect thereto through and including the Redemption Date can be paid pursuant to the Preferred Stock Redemption Agreement, (y) pay Transaction Costs, and (z) to contribute the remaining proceeds to Company (the "CONTRIBUTION AMOUNT"), and the IPO shall have been consummated pursuant to terms and conditions satisfactory to Arrangers. Holdings shall have issued and sold not more than [30%] (on a majority fully diluted basis) of the then outstanding Shares (which majority shall include WCAS) notify the Company in writing of such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Holdings Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share and upon consummation of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case no person or group (other than Yucaipa and Yucaipa Investors) shall own or control, directly or indirectly, more than ___% of the number issued and outstanding Holdings Voting Stock. The Registration Statement shall have been declared effective under the Securities Act of IPO Shares may be reduced or no directed shares may be designated1933, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect amended, and no stop order suspending the rights and obligations effectiveness of the Company Registration Statement shall have been issued or threatened by the Securities and Exchange Commission. [Holdings shall have delivered to Agent an Officers' Certificate in form and substance reasonably satisfactory to Agent setting forth in reasonable detail the Investors to consummate the sale and purchase percentage of the Additional Shares in accordance with Section 1.2(bissued and outstanding Holdings Common Stock (on a fully diluted basis) if issued and sold on the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing CommitmentDate.] [INFORMATION REGARDING OWNERSHIP OF HOLDING'S COMMON STOCK ON A PRO FORMA BASIS WILL ALSO BE REQUIRED TO THE EXTENT SUCH INFORMATION IS NOT DISCLOSED IN THE REGISTRATION STATEMENT.]

Initial Public Offering. In (a) If the event final price per Ordinary Share of the Company in the Qualified IPO (the “Per Share IPO Price”) multiplied by the total number of Ordinary Shares which TPG would hold (on an as-converted basis in accordance with the Restated Articles) upon the Qualified IPO is less than the sum of (i) the Company files a registration statement under difference between the Act prior to October 15Subscription Price minus the Transaction Fees, 2014 in connection with its initial underwritten public offering plus (ii) 30% per annum on such amount compounded on an annual basis from the Completion Date through the closing date of shares of Common Stock the Qualified IPO (the “IPOTPG Anticipated IPO Return”), and such registration statement has an estimated price range and (ii) Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) notify the Company in writing of shall compensate TPG for such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered to the public deficiency (the “IPO SharesReturn Deficiency”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction MIE and FEEL shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect jointly and severally liable with the rights and Company for the obligations of the Company and the Investors to consummate the sale and purchase set forth in this Clause 8.2. (b) The obligations of the Additional Shares Company, MIE and/or FEEL to compensate TPG for the IPO Return Deficiency shall be satisfied in the following manners and order of priority: (i) first, prior to the execution of the underwriting agreement, the Company and/or MIE shall pay in cash an amount equal to the IPO Return Deficiency plus any costs and expenses of the escrow account in an escrow account for the benefit of TPG with an escrow agent which shall be irrevocably instructed to transfer the IPO Return Deficiency amount by wire transfer of immediately available funds in U.S. Dollars to an account specified by TPG immediately upon the closing of the Qualified IPO without the need for any further action or instruction on the part of any Person; (ii) second, if any of the IPO Return Deficiency amount is not paid to the escrow account in accordance with Section 1.2(bparagraph (i) if above prior to the Investors holding at least a majority execution of the then outstanding underwriting agreement (the “Unpaid IPO Return Deficiency Amount”), FEEL shall, prior to the execution of the underwriting agreement, pay in cash an amount equal to the Unpaid IPO Return Deficiency Amount (or in lieu thereof or in combination therewith, deposit the number of Ordinary Shares equal to the Unpaid IPO Return Deficiency Amount divided by the Per Share IPO Price (rounded up to the nearest share, the “Escrow Shares”) along with all transfer documents reasonably requested by TPG or the escrow agent to effect the transfer of a valid and marketable title in the Escrow Shares to TPG in accordance therewith) plus any costs and expenses in escrow for the benefit of TPG with an escrow agent which majority must include WCASshall be irrevocably instructed to transfer the Unpaid IPO Return Deficiency Amount or the Escrow Shares to TPG (or any nominees nominated by TPG) have immediately upon closing of the Qualified IPO without the need for any further action or instruction on the part of any Person; (iii) third, if any of the IPO Return Deficiency amount is not notified paid to the escrow account in accordance with paragraph (i) and/or (ii) above prior to the execution of the underwriting agreement, the Company shall (x) include in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu underwriting agreement a provision stating that part of the Second Closingproceeds from the Qualified IPO equal to the Unpaid IPO Return Deficiency Amount plus any costs and expenses of the escrow account shall be placed in an escrow account for the benefit of TPG with an escrow agent acceptable to TPG which shall be irrevocably instructed to transfer the Unpaid IPO Return Deficiency Amount by wire transfer of immediately available funds in U.S. Dollars to an account specified by TPG immediately upon the closing of the Qualified IPO without the need for any further action or instruction on the part of any Person, and (y) undertake to and with the other parties to the underwriting agreement to do all things reasonably within its power which are necessary or reasonably desirable to give full effect to the provision in the underwriting agreement referred to in sub-paragraph (x) above. (c) The Company, MIE and/or FEEL shall bear any and all costs and expenses of any escrow account or escrow agent referred to in this Clause 8.2. For clarity, TPG shall select the escrow agent referred to in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as this Clause 8.2 (upon reasonable consultation with the case may be, in excess of their respective Second Closing CommitmentCompany).

Initial Public Offering. In the event (ia) the Company files a registration statement under the Act prior to October 15, 2014 in connection with its Upon an initial underwritten public offering of shares of Common Stock (the “IPO”)----------------------- CCT, CCA, CCE or any successor in interest to CCT, CCA, or CCE, CCE's obligations to Cencom set forth in Sections 1-3 will terminate and such registration statement has an estimated price range CCT and (ii) Investors holding at least a majority CCE will be obligated to cause to be issued to Cencom equity securities of the then outstanding Shares (entity which majority shall include WCAS) notify the Company in writing of is making such Investors’ election to abandon the consummation initial public offering of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock same type which are being offered to the public and having an aggregate fair market value equal to the amount which would be payable to Cencom pursuant to Section 1 if as of the date of such initial public offering the Partnerships sold 100% of their assets for fair market value for cash and distributed the net proceeds to their partners. For purposes of this Section 4, "fair market value" will be determined with reference to the initial public offering price of the equity securities being offered to the public by such entity making an initial public offering. (b) Notwithstanding the “IPO Shares”provisions of Section 4(a). The Company shall use , in the event that an issuance of equity securities to Cencom pursuant to Section 4(a) would cause Cencom or any of its commercially reasonable efforts affiliates to have an attributable interest in a cable operator for purposes of 47 C.F.R. (section section)76.1000 - 76.1003 and as a result any of Gaylord's Entertainment Company's cable networks would be prohibited from offering programming on an exclusive basis to cable delivery systems, then, at Cencom's option, CCT and CCE will cause such number of equity securities to be issued to Cencom as, in the opinion of Cencom's counsel, will not result in Cencom or its affiliates having such an attributable interest and CCT and CCE will have the option either (i) to pay or to cause to be paid to - Cencom in cash the fair market value of the balance of such equity securities otherwise issuable pursuant to Section 4(a) up to the amount of the net proceeds from the initial public offering received by the entity making such initial public offering, with the balance, if any, payable in a subordinated note of such entity, convertible into equity securities with appropriate registration rights, or (ii) to cause the managing underwriter(sbalance of such equity securities otherwise -- issuable pursuant to Section 4(a) to be sold on behalf of the IPO Cencom in such initial public offering. In any event, Cencom will be entitled to direct to the Investors a have such number of its securities registered and sold in such initial public shares of Common Stock offering in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares same proportion as directed shares in the IPO, in which case the number of IPO Shares may securities owned by ▇▇▇▇▇ and Charter bears to the number of securities to be reduced or no directed shares may be designated, as applicable. Any registered and sold by ▇▇▇▇▇ and Charter in such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing Commitmentinitial public offering.

Initial Public Offering. In the event (i) the The Company files a registration statement under the Act shall give each holder of Series D Shares prompt written notice at least 15 days prior to October 15, 2014 the filing of any Registration Statement in connection with its initial underwritten public offering the Initial Public Offering. Such notice shall offer each holder of shares of Common Stock (Series D Shares the “IPO”), and opportunity to include in such registration statement has an estimated price range and (ii) Investors holding at least a majority of the then outstanding Shares (which majority shall include WCAS) notify the Company in writing of such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase Registration Statement such number of registered public shares Registrable Securities as each holder of Common Stock in Series D Shares may request. Upon the IPO equal written request of each holder of Series D Shares made within 15 days after the receipt of the Company’s notice (which request shall specify the number of Registrable Securities intended to be disposed of by each holder of Series D Shares and the intended method of disposition thereof), the Company will use its reasonable best efforts to effect the Registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by each holder of Series D Shares; provided, however, that (x) if such Investor’s Second Closing Commitment divided Registration involves an underwritten offering, each holder of Series D Shares must sell its Registrable Securities to the underwriters selected by the price per share of Common Stock offered Company on the same terms and conditions as apply to the Company; and (y) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 2.2(a) and prior to the Effective Date of the Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to register such securities, the Company shall give written notice to each holder of Series D Shares and shall thereupon be relieved of its obligation to register any Registrable Securities in connection with such Registration (without prejudice, however, to rights of the holders of Series D Shares under Section 2.1). If a Registration pursuant to this Section 2.2(a) involves an underwritten public (offering, any holder of Series D Shares may elect, in writing prior to the “IPO Shares”)Effective Date of the Registration Statement filed in connection with such Registration, not to register such Registrable Securities in connection with such Registration. No Registration effected under this Section 2.2(a) shall relieve the Company of its obligations to effect Registrations upon request under Section 2.1 or Section 2.3. The Company shall use its commercially reasonable efforts pay all Registration Expenses in connection with each Registration of Registrable Securities requested pursuant to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing Commitment2.2(a).

Initial Public Offering. In On or prior to the event Closing Date, (i) the Company files a registration statement under the Act prior to October 15, 2014 in connection with its initial underwritten public offering of shares of Holdings shall have issued and sold Holdings Common Stock (pursuant to the “IPO”), and such registration statement has an estimated price range the aggregate gross cash proceeds of Holdings Common Stock issued on the Closing Date received by Holdings or its underwriters shall be not less than $100,000,000, and (ii) Investors holding at least Holdings shall have used such proceeds to (x) deposit approximately $50,780,149 into the Redemption Account so that the Holdings Preferred Stock can be redeemed and all accrued and unpaid dividends with respect thereto through and including November 2, 1996 and all accrued and unpaid interest with respect thereto through and including the Redemption Date can be paid pursuant to the Preferred Stock Redemption Agreement, (y) pay Transaction Costs, and (z) to contribute the remaining proceeds to Company (the "CONTRIBUTION AMOUNT"), and the IPO shall have been consummated pursuant to terms and conditions satisfactory to Arrangers. Holdings shall have issued and sold not more than 30% (on a majority fully diluted basis) of the then outstanding Shares (which majority shall include WCAS) notify the Company in writing of such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Holdings Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share and upon consummation of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case no person or group (other than Permitted Holders) shall own or control, directly or indirectly, more than 10% of the number issued and outstanding Holdings Voting Stock. The Registration Statement shall have been declared effective under the Securities Act of IPO Shares may be reduced or no directed shares may be designated1933, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect amended, and no stop order suspending the rights and obligations effectiveness of the Company Registration Statement shall have been issued or threatened by the Securities and Exchange Commission. Holdings shall have delivered to Agent an Officers' Certificate in form and substance reasonably satisfactory to Agent setting forth in reasonable detail the Investors to consummate the sale and purchase percentage of the Additional Shares in accordance with Section 1.2(bissued and outstanding Holdings Common Stock (on a fully diluted basis) if issued and sold by Holdings on the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing CommitmentDate.

Initial Public Offering. (a) In the event that Rentech Parent intends to commence a firm commitment, initial public offering on a registration statement on Form S-1 or its equivalent under the Securities Act (an “Initial Public Offering”) by a Subsidiary of Rentech Parent that owns or, that upon consummation of a sale pursuant to this Section 6.6.6 will own, a Wood Pellet Mill (the “Public Entity”), Rentech shall provide written notice thereof to Graanul at least 30 days prior to the filing of such registration statement with the Securities and Exchange Commission. Rentech shall not be required to include any information in such written notice if it determines in good faith that inclusion of such information would violate applicable law or the rules and regulations of the Securities and Exchange Commission. (b) Upon delivery of such written notice, Rentech and Graanul, acting jointly, may (but shall not be obligated to) cause any Project Entity, without the consent of the Board or any other Member, to offer for sale or contribution its or their Equity Interests in the Project Entity that owns an Approved Project to such Public Entity (either before or after the consummation of the Initial Public Offering) for such consideration and on such terms as shall be determined by the Board. Until the end of the Exclusivity Period, if the Board cannot agree on the consideration to be received from the Public Entity for the offered Equity Interests, such consideration shall equal the Appraised Price plus warrants exercisable for common units representing limited partner interests (or an equivalent class of Equity Interests) of the Public Entity (the “Public Entity Warrants”). The “Appraised Price” means the average of the fair market values of the Equity Interests in the applicable Project Entity as determined by (i) the Company files a registration statement under the Act prior to October 15, 2014 in connection with its initial underwritten public offering of shares of Common Stock (the “IPO”), and such registration statement has good faith appraisal made by an estimated price range appraiser selected by Rentech and (ii) Investors holding at least a majority good faith appraisal made by an appraiser selected by Graanul, provided that if the difference between the respective fair market values determined by such appraisals is more than 15%, a third appraisal shall be performed in good faith by an appraiser mutually agreed between Rentech and Graanul and the offering price shall be determined by excluding the appraisal with the largest difference in fair market value from the average fair market value of the three appraisals and then outstanding Shares (which majority shall include WCAS) notify averaging the Company in writing of such Investors’ election to abandon the consummation of the sale and purchase of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Common Stock in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered to the public (the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of the IPO to direct to the Investors a number of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable efforts, the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or IPO Shares, as the case may be, in excess of their respective Second Closing Commitmenttwo remaining appraisals.

Initial Public Offering. In If an IPO is proposed to occur, the event (i) Corporation shall give written notice of such IPO describing in reasonable detail the Company files a registration statement under the Act definitive terms and date of consummation thereof to each holder of Senior Preferred Stock not more than 50 days nor less than 10 days prior to October 15, 2014 in connection with its initial underwritten public offering the consummation thereof. The holder or holders of shares of Common Stock (the “IPO”), and such registration statement has an estimated price range and (ii) Investors holding at least a majority of the shares of Senior Preferred Stock then outstanding Shares may require the Corporation to redeem all or any portion of the shares of Senior Preferred Stock owned by such holder or holders at a price per share of Senior Preferred Stock equal to the Liquidation Value thereof (which majority shall include WCASplus all accrued and unpaid dividends on such Senior Preferred Stock outstanding) notify by giving written notice to the Company in writing Corporation of such Investors’ election prior to abandon the later of (a) 10 days prior to the consummation of the sale and purchase IPO or (b) 10 days after receipt of notice from the Corporation. In the event any holder of Senior Preferred Stock elects to have its Senior Shares redeemed, the Corporation shall give prompt written notice of such election to all other holders of the Additional Shares at the Second Closing, each Investor, or its designee, shall purchase such number of registered public shares of Common Senior Preferred Stock (but in the IPO equal to such Investor’s Second Closing Commitment divided by the price per share of Common Stock offered any event within five days prior to the public consummation of the IPO), and each such holder shall have until five days after the receipt of such notice to request redemption (by written notice given to the “IPO Shares”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(sCorporation) of all or any portion of the IPO to direct to the Investors a number Senior Preferred Stock owned by such holder. Upon receipt of registered public shares of Common Stock in the IPO equal the total IPO Shares. The Investors acknowledge that, despite the Company’s use of its commercially reasonable effortssuch election(s), the managing underwriter(s) may determine in their sole discretion that it is not advisable to designate all such IPO Shares as directed shares in the IPO, in which case the number of IPO Shares may be reduced or no directed shares may be designated, as applicable. Any such reduction Corporation shall be pro rata among all participating Investors. Nothing in this Section 1.2(c) shall affect the rights and obligations of the Company and the Investors to consummate the sale and purchase of the Additional Shares in accordance with Section 1.2(b) if the Investors holding at least a majority of the then outstanding Shares (which majority must include WCAS) have not notified the Company in writing to consummate the purchase of IPO Shares as contemplated by this Section 1.2(c) in lieu of the Second Closing. For clarity, in no event will any Investor be obligated to purchase Additional Shares or redeem the aggregate number of shares of Senior Preferred Stock specified therein upon the consummation of such IPO. If any proposed IPO Sharesdoes not occur, as the case may be, all requests for redemption in excess of their respective Second Closing Commitmentconnection therewith shall be automatically rescinded.