Common use of Right to Participate Clause in Contracts

Right to Participate. Each Holder which notifies the -------------------- Major Stockholder proposing to make a Transfer in writing within fifteen (15) days after receipt of the Transfer Notice shall have the right to participate in the sale of the Equity Securities on the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent a Holder exercises such right of participation in accordance with the terms and conditions set forth below, the number of Equity Securities that the Major Stockholder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of the Holders shall be subject to the following terms and conditions: (a) Each Holder may sell all or any part of that number of Holder Equity Securities equal to the product obtained by multiplying the aggregate number of Equity Securities covered by the Purchase Offer by a fraction, (x) the numerator of which shall be the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) at the time owned by such Holder and (y) the denominator of which shall be the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) at the time owned by all Holders electing to participate in the sale and all Major Stockholders participating in the sale. (b) Each Holder may effect its participation in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver to the Major Stockholder, for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents the number of Equity Securities that the Holder elects to sell pursuant to Section 2.4.2. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Notice.

Right to Participate. Each Holder which notifies the -------------------- Major Stockholder proposing to make a Transfer in writing within fifteen (15) days after receipt of the Transfer Notice shall have the right The Employee may elect to participate in the sale of or other Transfer described in the Equity Securities on Sale Notice by giving written notice to the applicable Investors and the Company within 15 days after the Company has given the related Sale Notice to the Employee. If the Employee elects to participate, the Employee will be entitled to sell in the contemplated transaction, at the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent a Holder exercises such right of participation in accordance with the terms and conditions set forth below, the number of Equity Securities that the Major Stockholder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of the Holders shall be subject to the following terms and conditions: (a) Each Holder may sell all or any part of that number of Holder Equity Securities equal to the product obtained by multiplying the aggregate number of Equity Securities covered by the Purchase Offer by a fraction, (x) the numerator of which shall be the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) at the time owned by such Holder and (y) the denominator of which shall be the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) at the time owned by all Holders electing to participate in the sale and all Major Stockholders participating in the sale. (b) Each Holder may effect its participation in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver to the Major Stockholder, for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents the number of Equity Securities that the Holder elects to sell pursuant to Section 2.4.2. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration price and on the same terms and conditions as set forth in the proposed transfer Sale Notice, an amount of Shares equal to the product of (i) the quotient determined by dividing (A) the percentage of the Company’s then outstanding Common Stock represented by the Shares then held by the Employee by (B) the aggregate percentage of the Company’s then outstanding Common Stock represented by the Common Stock then held by the Investor(s) participating in the sale or other Transfer described in the Major Stockholder's Sale Notice and all holders of Common Stock electing to participate in such sale, and (ii) the number of shares of Common Stock the prospective transferee has agreed to purchase in the contemplated transaction. Notwithstanding anything to the contrary in any Sale Notice, (i) the Employee shall agree to make customary representations, and shall agree to customary covenants, indemnities and agreements regarding the Employee’s Shares, so long as they are made severally and not jointly; (ii) any general indemnity given by any Investor, applicable to liabilities not specific to such Investor, to the transferee in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer on a pro rata basis, based on the consideration received by each such Person in respect of his, her or its Shares to be sold or Transferred and shall be subject to all of the same limits and exclusions as shall be applicable to such Investor, (iii) any indemnity given by the Employee shall not exceed the Employee’s net proceeds from the sale (or such lower limit as is applicable to such Investor), and (iv) any representation relating specifically to a Person and/or his, her or its ownership of the Shares to be sold or Transferred shall be made only by such Person. The fees and expenses incurred in connection with such sale or Transfer and for the benefit of all Persons participating in such sale or Transfer (it being understood that costs incurred by or on behalf of a Person for his, her or its sole benefit will not be considered to be for the benefit of all Persons participating in such sale or Transfer), to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis, based on the consideration received by each such Person in respect of its Shares to be sold or Transferred; provided that the Employee shall not be obligated to make any out-of-pocket expenditure in respect of such fees or expenses other than de minimis expenditures other than as a deduction from actual proceeds to the Employee from the Transfer.

Right to Participate. Each Holder which notifies the -------------------- Major Stockholder Founder proposing to make a Transfer transfer in writing within fifteen thirty (1530) days after receipt of the Transfer Notice shall have the right to participate in the sale of the Equity Securities on the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase OfferOfficer"). To the extent a Holder exercises such right of participation in accordance with the terms and conditions set forth below, the number of Equity Securities that the Major Stockholder Founder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of the Holders shall be subject to the following terms and conditions:. (a) Each Holder may sell all or any part of that number of Holder Equity Securities equal to the product obtained by multiplying the aggregate number of Holder Equity Securities covered by the Purchase Offer by a fraction, (x) the numerator of which shall be the number of Equity Securities (on an as-converted, asas exercised fully-exercised fully diluted basis) at the time owned by such Holder and (y) the denominator of which shall be the number of shares of Equity Securities (on an as as-converted, as-exercised fully fully-diluted basis) at the time owned by all Holders electing to participate in the sale and all Major Stockholders Founders participating in the sale. (b) Each Holder may effect its participation in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver delivering to the Major StockholderFounder, for transfer to the purchase offeror, an assignment separate from certificate, prospective transferee(s) identified in the case of Class A UnitsTransfer Notice, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents the number of Equity Securities that the Holder elects to sell pursuant to this Section 2.4.21.15. (c) To the extent that any prospective purchaser or purchasers transferee(s) identified in the Purchase Notice prohibit such exercise of co-sale right rights or otherwise refuse to purchase Equity Securities from a Holder exercising its co-co- sale right hereunder, the Major Stockholder Founder shall not sell to such prospective purchaser or purchasers transferee(s) any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder Founder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Transfer Notice.

Right to Participate. Each Holder which notifies During the -------------------- Major Stockholder proposing Applicable Period (as such term is defined in the Purchase Agreement), if a Leeds Affiliate desires to make effectuate a Transfer in writing within other than to a Leeds Affiliate, then, at least fifteen (15) business days prior to the closing of such Transfer, Leeds shall, by written notice, offer (the "Participation Offer") to Antares the right (but not the obligation) to participate (the "Tag Along Rights"), exercisable by giving written notice of exercise to Leeds within seven (7) business days after Antares' receipt of the Transfer Notice shall have the right Participation Offer, to participate sell in the sale Transfer that number of Common Stock shares as shall be determined pursuant to Section 1.2(a) below at the Equity Securities on same price and upon the same terms and conditions and otherwise treated the same, in substance, as specified in those applicable to the proposed Transfer Notice of the Common Stock by the Leeds Affiliate (such proposed terms and conditions, a the "Purchase OfferTransferee Terms"). To The Participation Offer shall set forth, in reasonable detail, each and all of the extent Transferee Terms (including, but not limited to, the proposed Transferee, purchase price, payment terms, closing date and any and all other material terms). Each and all actual or proposed Transfers by a Holder exercises such right of participation Leeds Affiliate, other than a Permitted Transfer pursuant to and in accordance with the terms and conditions set forth Section 1.5 below, the number of Equity Securities that the Major Stockholder may sell pursuant shall be subject to such Purchase Offer Tag Along Rights, and shall be correspondingly reducedconditioned upon all applicable Leeds Affiliates complying in full with the provisions of this Agreement. For purposes of this Agreement, the Purchaser shall be deemed to include, where applicable and without limitation, the Purchaser and any Affiliates (as such term is defined in Rule 405 of the Securities Act of 1933, as amended (the "Securities Act") thereof, other than the Company, including, but not limited to, its partners (and their assignees) and their respective Affiliates to whom Common Stock shares were/are distributed. The right of participation Tag Along Rights of the Holders Purchaser shall be subject to the following terms and conditions: (a) Each Holder The Purchaser may sell in the Transfer all or any part of that number of Holder Equity Securities shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of Equity Securities shares of Common Stock covered by the Purchase Offer proposed Transfer by (ii) a fraction, (x) fraction the numerator of which shall be the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) at the time owned by such Holder and (y) the denominator of which shall be is the number of shares of Equity Securities Common Stock then owned by or on behalf of the Purchaser (on an as convertedincluding, as-exercised fully diluted basisbut not limited to, its partners or Affiliates other than the Company) at and the time denominator of which is the sum of the number of shares of Common Stock then owned by all Holders electing Leeds Affiliates (including shares Transferred to participate Permitted Transferees as hereinafter defined in accordance herewith) and the sale Purchaser (including, but not limited to, its partners or Affiliates other than the Company). For purposes of making such computation, the number of shares of Common Stock deemed to be owned by the Purchaser and its Affiliates and the Leeds Affiliates shall include any and all Major Stockholders participating in the saleexercisable and in-the-money options, warrants and other Common Stock equivalents. (b) Each Holder The Purchaser may effect its participation participate in the sale proposed Transfer by first taking all steps necessary delivering to convert Leeds, together with the securities notice of Entravision currently held by such Holder into Class A Unitsexercise described above in this Section 1.2, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver to the Major Stockholder, for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or one or more certificates, properly endorsed for transferTransfer to the proposed Transferee or its designee (the "Transferee"), in the case of Class A Common Stock, that represents which represent the number of Equity Securities that shares of Common Stock which the Holder Purchaser elects to sell pursuant to this Section 2.4.2. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder1.2. In addition, the Major Stockholder Purchaser shall execute and deliver to Transferee a stock sale/purchase agreement as may be reasonably required by the Transferee, in such form and with such representations and warranties regarding the title to and encumbrances on the Purchaser's Common Stock so endorsed, Purchaser's authority to transfer the Common Stock, and other terms that are customary for an investor of the same character as the Purchaser at the time of the transfer who is selling to a third party common stock in a public company of the Company's size and type and which are reasonably acceptable to Purchaser; provided, however, that Purchaser's failure to execute and deliver to Transferee any such agreement shall not sell impair the Transfer of Common Stock by any Leeds Affiliate pursuant to the Transferee Terms, and in such prospective purchaser event Leeds shall return to Purchaser its endorsed certificates and shall have no further obligation to Purchaser under this Agreement with respect to the subject Transfer or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described sale proceeds received by any Leeds Affiliate in the Major Stockholder's Noticeconnection therewith.

Right to Participate. Each Holder which notifies The Investor shall have the -------------------- Major right, exercisable upon written notice to such selling Principal Stockholder proposing to make a Transfer in writing or Principal Stockholders within fifteen thirty (1530) business days after receipt of the Transfer Notice shall have notice of the right Purchase Offer, to participate in the Principal Stockholder's or Principal Stockholders' sale of the Equity Securities Common Stock on the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent a Holder the Investor exercises such right of participation in accordance with the terms and conditions set forth belowparticipation, the number of Equity Securities that shares of Common Stock which the Major Principal Stockholder or Principal Stockholders may sell pursuant to such the Purchase Offer shall be correspondingly reduced. The right of participation of the Holders Investor shall be subject to the following terms and conditions: (a) Each Holder The Investor may sell all or any part of up to that number of Holder Equity Securities shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of Equity Securities shares of Common Stock covered by the Purchase Offer Offer, by (ii) a fraction, (x) the numerator of which shall be is the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) shares of Common Stock of the Company at the time owned by such Holder the Investor together with all shares of Common Stock then issuable to the Investor upon the exercise of vested rights, options or convertible securities other than the Series A Preferred Stock, and (y) the denominator of which shall be is the sum of (a) the combined number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) Common Stock of the Company at the time owned by all Holders electing the selling Principal Stockholders (including shares transferred to participate in Permitted Transferees as defined below) and the sale Investor, and all Major (b) the number of shares of Common Stock then issuable to the Investor and the Selling Principal Stockholders participating in upon the saleexercise of vested rights, options and convertible securities other than Series A Preferred Stock. For the purposes of making such computation, the Investor shall be deemed to own the number of shares of Common Stock into which the Series A Preferred Stock held by the Investor is at the time convertible. (b) Each Holder The Investor may effect its participation participate in the sale by first taking all steps necessary delivering to convert the securities of Entravision currently held by such Holder into Class A Units, in Principal Stockholder at the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock time of the Corporation. Such Holder shall also deliver to the Major Stockholder, sale for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or Purchase Offeror one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents which represent: (i) the number of Equity Securities that shares of Common Stock which the Holder Investor elects to sell pursuant to this Section 2.4.2.1.2; or (cii) To the extent number of shares of Series A Preferred Stock, which is at such time is convertible into the number of shares of Common Stock that any prospective purchaser or purchasers prohibit the Investor elects to sell pursuant to this Section 1.2; together with written notice of the Investor's election to convert such exercise shares into shares of co-sale right or otherwise refuse Common Stock. Such certificates and written notice shall be forwarded to purchase Equity Securities from a Holder exercising its co-sale right hereunderthe Company, and the Major Company shall deliver to the Principal Stockholder shall not sell certificates representing that number of shares of Common Stock which the Investor has elected to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Noticesell.

Right to Participate. Each If a Selling Holder which notifies the -------------------- Major Stockholder proposing intends to make sell any Offered Shares to a Transfer in writing within fifteen (15) days after receipt of the Transfer Notice third party, Goldman shall have the right to participate in the any sale of the Equity Securities on to a Proposed Transferee upon the same terms and conditions as specified set forth in the Transfer Notice (such proposed terms and conditionsthe “Co-Sale Right”), a "Purchase Offer"). To the extent a Holder exercises such right of participation in accordance with subject to the terms and conditions set forth belowin this Agreement. Goldman may exercise its Co-Sale Right by delivering to the Selling Holder proposing to sell or transfer Offered Shares, the number of Equity Securities that the Major Stockholder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation within five business days after receipt of the Holders shall be subject Transfer Notice, written notice of its intention to the following terms and conditions: (a) Each Holder may sell all or any part of that number of Holder Equity Securities equal to the product obtained by multiplying the aggregate number of Equity Securities covered by the Purchase Offer by a fractionparticipate, (x) the numerator of which shall be the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) at the time owned by such Holder and (y) the denominator of which shall be specifying the number of shares of Equity Securities Common Stock Goldman desires to sell to the Proposed Transferee which number shall in no event exceed the product of (on an x) the quotient of (a) the number of shares of Common Stock Goldman has acquired and holds as converteda result of, as-exercised fully diluted basis) at or may acquire, upon exercise of the time owned by all Holders electing to participate New Warrant (as defined in the sale and all Major Stockholders participating in Purchase Agreement) or such other warrant that has been issued to Goldman upon partial exercise or transfer of the sale. New Warrant divided by (b) Each Holder may effect its participation in the sale by first taking all steps necessary to convert sum of the securities aggregate number of Entravision currently shares of Common Stock then held by such Holder into Class A Units, in the case Investors (assuming full conversion and exercise of a Purchase Offer with respect to Units all convertible or Class A Common Stock, in exercisable securities) plus the case number of a Purchase Offer shares of Class A Common Stock then held by Goldman (assuming full exercise of the New Warrant or Class B such other warrant that has been issued to Goldman upon partial transfer or exercise of the New Warrant) multiplied by (y) the number of shares of Common Stock to be acquired by the Proposed Transferee (the “Transferred Shares”), rounded down to the nearest whole number. At the closing of the Corporation. Such purchase and sale of the Transferred Shares, as determined by the Selling Holder and the Proposed Transferee, Goldman shall also deliver to the Major StockholderSelling Holder or a designated agent one or more certificates representing the number of shares of Common Stock Goldman elects to sell hereunder, duly endorsed for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents the number of Equity Securities that the Holder elects to sell pursuant to Section 2.4.2Proposed Transferee. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Notice.

Right to Participate. Each (i) If the Company at any time or from time to time proposes to register any of its securities under the Securities Act, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, the Company shall deliver prompt written notice (which notice shall be given at least thirty (30) calendar days prior to such proposed registration and which notice shall be given after the Company has publicly disclosed such proposed registration) to all Holders of its intention to undertake such registration, describing in reasonable detail the proposed registration and distribution (including the anticipated range of the proposed offering price, the class and number of securities proposed to be registered and the distribution arrangements) and of such Holders’ right to participate in such registration under this Section 3. Subject to the other provisions of this Section 3, upon the written request of any Holder which notifies the -------------------- Major Stockholder proposing to make a Transfer in writing made within fifteen (15) days after the receipt of such written notice from the Transfer Notice Company (which request shall have specify the right amount of Registrable Securities to participate be registered), the Company shall effect the registration under the Securities Act of all Registrable Securities requested by Holders to be so registered (a “Piggyback Registration”), to the extent requisite to permit the disposition of such Holders’ Registrable Securities so to be registered, by inclusion of such Registrable Securities in the sale Registration Statement which covers the securities of the Equity Company which the Company proposes to register and shall cause such Registration Statement to become and remain effective with respect to such Holders’ Registrable Securities on the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent a Holder exercises such right of participation in accordance with Section 2 and the terms and conditions registration procedures set forth belowin Section 4. If a Piggyback Registration involves an Underwritten Offering, immediately upon notification to the Company from the Underwriter(s) of the price at which such Registrable Securities are to be sold, the number of Equity Securities that the Major Stockholder may sell pursuant to such Purchase Offer Company shall be correspondingly reducedso advise each participating Holder. The right of participation Holders requesting inclusion in a Piggyback Registration may, at any time prior to the effective date of the Holders shall be subject Piggyback Registration Statement (and for any reason), revoke such request by delivering written notice to the following terms and conditions: (a) Each Holder may sell all or any part of that number of Holder Equity Securities equal to the product obtained by multiplying the aggregate number of Equity Securities covered by the Purchase Offer by a fraction, (x) the numerator of which shall be the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) at the time owned by Company revoking such Holder and (y) the denominator of which shall be the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) at the time owned by all Holders electing to participate in the sale and all Major Stockholders participating in the salerequested inclusion. (bii) Each If at any time after giving written notice of its intention to register any securities and prior to the effective date of the Piggyback Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Holder may effect its participation in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Unitsand, thereupon, (A) in the case of a Purchase Offer determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities in connection with respect such registration (but not from its obligation to Units pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of Holders to cause such registration to be effected as a registration under Section 2(b) or Class A Common Stockthe Company’s obligation to effect a registration under Section 2(a), and (b) in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver determination to the Major Stockholder, for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents the number of Equity Securities that the Holder elects to sell pursuant to Section 2.4.2. (c) To the extent that any prospective purchaser or purchasers prohibit delay such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunderregistration, the Major Stockholder Company shall not sell be permitted to delay the registration of such prospective purchaser or purchasers any Equity Registrable Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions period as the proposed transfer described delay in registering such other securities; provided, however, that if such delay shall extend beyond one hundred twenty (120) days from the date the Company received a request to include Registrable Securities in such Piggy Registration, then the Company shall again give all Holders the opportunity to participate therein and shall follow the notification procedures set forth in the Major Stockholder's Noticepreceding paragraph.

Right to Participate. Each Holder which notifies The Purchaser and the -------------------- Major Stockholder proposing to make a Transfer in writing within fifteen (15) days after receipt of the Transfer Notice Series A Holders and Series B Holders shall have the right to participate pro rata in the Major Shareholder's sale of the Equity Securities Common Stock on the same terms and conditions as specified in provided Purchaser and each participating Series A Holder and Series B Holder provide written notice to the Transfer Notice (such proposed terms and conditions, Major Shareholder(s) within 15 business days after receipt of a "notice of the Purchase Offer"). To the extent a that one or more of Purchaser or Series A Holder or Series B Holder exercises such right of participation in accordance with the terms and conditions set forth belowparticipation, the number of Equity Securities shares of Common Stock that the Major Stockholder Shareholder(s) may sell pursuant to such Purchase Offer shall be correspondingly reducedreduced as provided herein. Any such reduction shall be allocated among the Major Shareholder(s) in proportion to the number of shares of each subject to the Purchase Offer. The right rights of participation of the Holders Purchaser and/or Series A Holder and/or Series B Holder shall be subject to the following terms and conditions: (a) Each Purchaser, if participating, and each participating Series A Holder and Series B Holder may sell all or any part of that number of Holder Equity Securities shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of Equity Securities shares of Common Stock covered by the Purchase Offer by (ii) a fraction, (x) fraction the numerator of which shall be is the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) shares of Common Stock at the time owned by Purchaser or such Series A Holder or Series B Holder and (y) the denominator of which shall be is the combined number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) Common Stock at the time owned by the Major Shareholder(s) and Purchaser, if participating, and all participating Series A Holders electing and Series B Holders (including shares transferred to participate Permitted Transferees as defined and in the sale and all Major Stockholders participating in the salemanner described below). (b) Each Purchaser, if participating. or each participating Series A Holder or Series B Holder may effect its participation participate in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver delivering to the Major Stockholder, Shareholder(s) for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or offeror one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents which represent the number of Equity Securities that the shares of Common Stock which Purchaser and each Series A Holder and Series B Holder elects to sell pursuant to this Section 2.4.25.2. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Notice.

Right to Participate. Each Holder Seller and the Bank, jointly and severally, represent and warrant to Purchaser that all loan participations between the Bank and any of Seller's affiliates ("Loan Participations") which notifies are reflected on the -------------------- Major Stockholder proposing Bank's balance sheets as of September 30, 2003 and the date of this Agreement are disclosed by borrower name, loan amount, and maturity date in Schedule 5.4 of Seller's Disclosure Memorandum. Seller and Bank recognize that Purchaser and CCB are purchasing rights in the Loan Participations in connection with this Agreement, and these rights are material to make Purchaser's decision to purchase the Bank. In recognition of these rights, Seller hereby agrees that except as provided in this Section neither Seller nor any of its agents or affiliates will take any act, or omit to take any act, that would result in the Bank or the Resulting Bank losing its pro rata portion of, or any rights in, any of the Loan Participations. Except as provided in this Section, neither Seller nor any of its affiliates will refinance, modify, renew, amend, replace with additional or new credit facilities or otherwise change the Bank's rights in the Loan Participations except as and to the extent permitted in the participation agreement. In the event Seller or any of its affiliates desire to refinance, modify, renew, amend, replace with additional or new credit facilities or otherwise change the Bank's or the Resulting Bank's rights in a Transfer Loan Participation, Seller shall first submit a written offer (the "Offer") to Purchaser for the Resulting Bank to participate in writing the new lending arrangement. The Offer shall (i) provide the name and address of the existing borrower(s) and identify the affected Loan Participation, (ii) provide sufficient documentation for the Resulting Bank to perform an independent credit analysis, (iii) permit the Resulting Bank to participate in the new lending arrangement at the same or greater percentage as the Resulting Bank participates in the affected Loan Participation, and (iv) permit the Resulting Bank to participate in the new lending arrangement under the same terms and conditions as offered to affiliates of Seller. For purposes of this Section, the date on which Seller or Seller's affiliates deliver(s) the Offer shall be deemed the "Offer Date." Purchaser shall have the option, exercisable by written notice given to Seller within fifteen (15) days after receipt of the Transfer Notice shall have the right Offer Date, to participate in the sale of the Equity Securities on the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent a Holder exercises such right of participation in accordance with new lending arrangement under the terms and conditions set forth belowspecified in the Offer. Purchaser, the number of Equity Securities that the Major Stockholder in its sole discretion, may sell pursuant to reject such Purchase Offer Offer, in which case, Purchaser shall be correspondingly reduced. The right of participation of the Holders shall be subject to the following terms and conditions: (a) Each Holder may sell all have no further liability with respect to, or any part of that number of Holder Equity Securities equal to the product obtained by multiplying the aggregate number of Equity Securities covered by the Purchase Offer by a fraction, (x) the numerator of which shall be the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) at the time owned by such Holder and (y) the denominator of which shall be the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) at the time owned by all Holders electing obligation to participate in the sale in, such loan, nor shall Seller or its affiliates have any further liability or obligation to Purchaser and all Major Stockholders participating in the sale. (b) Each Holder may effect its affiliates under this Agreement to offer or permit participation in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver to the Major Stockholder, for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents the number of Equity Securities that the Holder elects to sell pursuant to Section 2.4.2loan. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Notice.

Right to Participate. Each Holder which notifies The Investor shall have the -------------------- Major right, exercisable upon written notice to such selling Principal Stockholder proposing to make a Transfer in writing or Principal Stockholders within fifteen thirty (1530) business days after receipt of the Transfer Notice shall have notice of the right Purchase Offer, to participate in the Principal Stockholder's sale of the Equity Securities Common Stock on the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent a Holder the Investor exercises such right of participation in accordance with the terms and conditions set forth belowparticipation, the number of Equity Securities that shares of Common Stock which the Major Principal Stockholder may sell pursuant to such the Purchase Offer shall be correspondingly reduced. The right of participation of the Holders Investor shall be subject to the following terms and conditions: (a) Each Holder The Investor may sell all or any part of that number of Holder Equity Securities shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of Equity Securities shares of Common Stock covered by the Purchase Offer Offer, by (ii) a fraction, (x) the numerator of which shall be is the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) shares of Common Stock of the Company at the time owned by such Holder the Investor, and (y) the denominator of which is the combined number of shares of Common Stock of the Company at the time owned by the selling Principal Stockholder (including shares transferred to Permitted Transferees as defined below) and the Investor. For the purposes of making such computation, the Investor shall be deemed to own the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) Common Stock into which the Series A Stock held by the Investor is at the time owned by all Holders electing to participate in the sale and all Major Stockholders participating in the saleconvertible. (b) Each Holder The Investor may effect its participation participate in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver delivering to the Major Stockholder, Principal Stockholder for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or Purchase Offeror one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents which represent: (i) the number of Equity Securities that shares of Common Stock which the Holder Investor elects to sell pursuant to this Section 2.4.2.1.2; or (cii) To the extent number of shares of Series A Stock which is at such time convertible into the number of shares of Common Stock which the Investor elects to sell pursuant to this Section 1.2; together with written notice of the Investor's election to convert such shares into shares of Common Stock. Such certificates and written notice shall be forwarded to the Company, and the Company shall deliver to the Principal Stockholder certificates representing that any prospective purchaser or purchasers prohibit such exercise number of co-sale right or otherwise refuse shares of Common Stock which the Investor has elected to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Noticesell.

Right to Participate. Each Holder which notifies Investor shall have the -------------------- Major Stockholder proposing right, exercisable upon written notice to make a Transfer in writing the Seller within fifteen (15) business days after receipt of the Transfer Notice shall have the right Co-Sale Notice, to participate in the Seller’s sale of the Equity Securities Stock on the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent a Holder such Investor exercises such right of participation in accordance with the terms and conditions set forth belowparticipation, the number of Equity Securities that shares of Stock which the Major Stockholder Seller may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of the Holders Investors shall be subject to the following terms and conditions: (ai) Each Holder Investor may sell all or any part of that number of Holder Equity Securities shares of Stock equal to the product obtained by multiplying (i) the aggregate number of Equity Securities covered shares of Stock specified in the Co-Sale Notice by the Purchase Offer by (ii) a fraction, (x) fraction the numerator of which shall be is the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) shares of Stock at the time owned by such Holder Investor (including any shares purchased pursuant to Section 1.2) and (y) the denominator of which is the combined number of shares of Stock at the time owned by the Trust (including shares transferred to Permitted Transferees but excluding shares sold to the Investor pursuant to Section 1.2) and the Investors (including any shares purchased pursuant to Section 1.2). (ii) If any Investor fails to elect to participate fully in such sale pursuant to this Section 1.3, the Seller shall give notice in writing or by telephone of such failure to the Investors who did so elect to participate fully (the “Participants”). The Participants shall have five (5) days from the date such notice is given to agree to sell their pro rata share of the unsold portion. For the purposes of this Section 13(c)(ii), a Participant’s pro rata share shall be the ratio of (x) the number of shares of Equity Securities Stock held by such Participant (on an as converted, as-exercised fully diluted basisincluding any shares purchased pursuant to Section 1.2) at to (y) the time owned total number of shares of Stock held by all Holders electing the Participants (including any shares purchased pursuant to Section 1.2) and the Trust (excluding any shares sold pursuant to Section 1.2). (iii) Each Investor may participate in the sale and all Major Stockholders participating in the sale. (b) Each Holder may effect its participation in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver delivering to the Major Stockholder, Seller for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or Offeror one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents which represent: (A) the number of Equity Securities that the Holder shares of Common Stock which such Investor elects to sell pursuant to this Section 2.4.2.1.3; or (cB) To that number of shares of any class of preferred stock that is at such time convertible into the extent number of shares of Stock that such Investor elects to sell pursuant to this Section 1.3; provided, however, that if the Offeror objects to the delivery of any prospective purchaser or purchasers prohibit class of preferred stock in lieu of Common Stock, such exercise Investor may convert any class of co-sale right or otherwise refuse preferred stock held by such Investor and deliver Common Stock as provided in Section 13(c)(iii)(A). The Company agrees to purchase Equity Securities from a Holder exercising its co-sale right hereunder, make any such conversion concurrent with the Major Stockholder shall not sell actual transfer of such shares to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Noticepurchaser.

Right to Participate. Each Holder which notifies Until ninety days following the -------------------- Major Stockholder proposing Maturity Date (as defined in the Notes), the Company shall undertake commercially reasonable efforts to make provide the Buyer with as much advance written notice as reasonably practicable of any proposed offering of Common Stock or warrants exercisable for Common Stock that will be registered under the 1933 Act, other than an Excepted Offering (a Transfer “Participation Rights Offering”). Contemporaneously with the public disclosure of a Participation Rights Offering, the Company shall notify the Buyer in writing within fifteen (15) days after receipt of the Transfer Notice existence and, to the extent then determined, the proposed terms of such Participation Rights Offering, and the Buyer shall have a right to purchase, or to designate an Affiliate of Buyer to purchase, up to thirty-five percent (35%) of the right shares of Common Stock or warrants (or any combination thereof) sold in such Participation Rights Offering at the public offering price for such offering. The Buyer or such Affiliate shall exercise its election to participate in a Participation Rights Offering at or prior to the sale pricing of such offering. The term “Excepted Offering” shall mean any offering of Common Stock (i) in connection with any merger, acquisition, joint venture or other similar transaction (other than such a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities); (ii) pursuant to any board of directors approved equity incentive plan (other than in connection with a capital-raising transaction); (iii) to be issued pursuant to the Pre-Emptive Rights Agreement; (iv) in an ATM Issuance (as defined in the Notes) (other than an ATM Issuance in which a single investor or group of investors purchases in excess of five million dollars ($5,000,000) in the aggregate of the Equity Securities on the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent a Holder exercises such right of participation in accordance with the terms and conditions set forth below, the number of Equity Securities that the Major Stockholder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of the Holders shall be subject to the following terms and conditions: (a) Each Holder may sell all or any part of that number of Holder Equity Securities equal to the product obtained by multiplying the aggregate number of Equity Securities covered by the Purchase Offer by a fraction, (x) the numerator of which shall be the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) at the time owned by such Holder and (y) the denominator of which shall be the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) at the time owned by all Holders electing to participate in the sale and all Major Stockholders participating in the sale. (b) Each Holder may effect its participation in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B warrants exercisable for Common Stock); (v) pursuant to the terms of the Warrant to Purchase Common Stock of or the Corporation. Such Holder shall also deliver Amended and Restated Common Stock Purchase Warrant issued by the Company to Nineteen77 Capital Solutions A LP pursuant to the Major StockholderUBS Amendment, for transfer as amended, restated or otherwise modified in a manner not adverse to the purchase offeror, an assignment separate from certificate, in Buyers; and (vi) any issuance of Common Stock to the case of Class A Units, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents the number of Equity Securities that the Holder elects to sell lenders pursuant to Section 2.4.26.16 of the that certain Credit and Guaranty Agreement, dated as of May 23, 2019, by and among Driftwood LP, each of the guarantors party thereto, each of the lenders party thereto and Wilmington Trust, National Association, as administrative agent, as amended by the UBS Amendment. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Notice.

Right to Participate. Each The Holder which notifies shall have the -------------------- Major Stockholder proposing right, exercisable upon written notice to make a Transfer in writing the Selling Shareholder(s) within fifteen ten (1510) days Business Days after receipt of the Transfer Notice shall have the right of Purchase Offer, to participate in the sale of the Equity Securities such Purchase Offer on the same (or, in the case of Convertible Securities, equivalent) terms and conditions as specified set forth in the Transfer Notice (such proposed terms and conditions, a "of Purchase Offer"). To If the extent a Holder exercises such its right of participation in accordance with the terms and conditions set forth belowgranted by this Agreement, the number of Equity Securities securities that the Major Stockholder such Selling Shareholder(s) may sell pursuant to such Purchase Offer shall be correspondingly reducedreduced in the manner provided below. The right of participation of the Holders Holder shall be subject to the following terms and conditions: (a) Each The Holder may sell all or any part of that number of Holder Equity Securities its Shares (and equivalent Convertible Securities) in the Purchase Offer as shall be equal to the product obtained by multiplying (i) the aggregate number of Equity Securities covered by Shares (and equivalent Convertible Securities) subject to the Purchase Offer by (ii) a fraction, fraction (xA) the numerator of which shall be is the number of Equity Securities Shares (on an as-converted, as-exercised fully diluted basisand equivalent Convertible Securities) at the time owned by such Holder the Holder, and (yB) the denominator of which shall be is the sum of (x) the number of shares of Equity Securities Shares (on an as converted, as-exercised fully diluted basisand equivalent Convertible Securities) at the time owned by all Holders electing the Selling Shareholder(s), and (y) the number of Shares (and equivalent Convertible Securities) then owned by the Holder. For purposes of making such computation, the number of Shares owned by the Holder shall be deemed to participate in include the sale and all Major Stockholders participating in number of Warrant Shares into which the saleWarrant is then exercisable. (b) Each If the Holder may effect its participation elects to participate in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A UnitsPurchase Offer, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder it shall also deliver to the Major Stockholder, Selling Shareholder(s) for transfer Transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or purchaser one or more certificates, properly endorsed for transferTransfer, in the case free and clear of Class A Common Stockall adverse claims, that represents represent the number of Equity Securities that Shares (and equivalent Convertible Securities) the Holder elects to sell pursuant to Section 2.4.2this Agreement. Such certificates shall be delivered to the Selling Shareholder(s) no later than two (2) Business Days prior to the date set for consummation of the Purchase Offer. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Notice.

Right to Participate. Each The Holder which notifies shall have the -------------------- Major Stockholder proposing right, exercisable upon written Notice to make a Transfer in writing the Selling Shareholder within fifteen (15) days Business Days after receipt of the Transfer Notice shall have of the right Purchase Offer, to participate in the sale of the Equity Securities such Purchase Offer on the same terms and conditions as specified in conditions. If the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent a Holder exercises such its right of participation in accordance with the terms and conditions set forth belowgranted by this Agreement, the number of Equity Common Shares or Convertible Securities that the Major Stockholder which such Selling Shareholder may sell pursuant to such Purchase Offer shall be correspondingly reducedreduced in the manner provided below. The right of participation of the Holders Holder shall be subject to the following terms and conditions: (a) Each The Holder may sell all or any part of that number of Holder Equity Securities its Warrant Shares in the Purchase Offer as shall be equal to the product obtained by multiplying (i) the aggregate number of Equity Securities covered by Common Shares subject to the Purchase Offer by (ii) a fraction, fraction (xA) the numerator of which shall be is the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) Warrant Shares at the time owned by such Holder the Holder, and (B) the denominator of which is the sum of (x) the number of Common Shares (and Common Share equivalent of Convertible Securities) at the time beneficially owned by the Shareholders, including their family members and trusts, partnerships, limited liability companies and any other entities formed for any of their benefit, and (y) the denominator of which shall be the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) at the time Warrant Shares then owned by all Holders electing to participate in the sale and all Major Stockholders participating in the saleHolder. (b) Each If the Holder may effect its participation elects to participate in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A UnitsPurchase Offer, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder it shall also deliver to the Major Stockholder, Selling Shareholder for transfer Transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or offeror one or more certificates, properly endorsed for transferTransfer, in the case free and clear of Class A Common Stockall adverse claims, which represent that represents the number of Equity Securities that Warrant Shares which the Holder elects to sell pursuant to Section 2.4.2this Agreement. Such certificates shall be delivered to the Selling Shareholder no later than two Business Days prior to the date set for consummation of the Purchase Offer. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Notice.

Right to Participate. Each If, at any time after the 180th day -------------------- after the pricing of the IPO, the Company proposes to register any of its common equity securities under the Securities Act (other than by a registration on Form S-4 or S-8 or any successor or similar forms), whether for sale for its own account or for the account of any holder of its equity securities, the Company shall give prompt written notice to each Holder which notifies the -------------------- Major Stockholder proposing of its intention to do so (a "Registration Notice"). Any Holder (in such capacity, a "Participating Holder") may make a Transfer in writing written request (a "Piggyback Request") within fifteen (15) 10 days after receipt of a Registration Notice that the Transfer Notice shall have Company effect registration under the right Securities Act pursuant to participate in the sale of the Equity Securities on the same terms and conditions as specified in the Transfer Notice this Section 2 (such proposed terms and conditions, a "Purchase OfferPiggyback Registration")) of all or a specified number of Registrable Securities then owned by or pledged to such Participating Holder. To the extent a Holder exercises such right of participation in accordance with the terms and conditions set forth below, Any Piggyback Request shall specify the number of Equity Registrable Securities that to be registered and the Major Stockholder may sell pursuant to class or classes of Common Stock or other securities then representing such Purchase Offer shall be correspondingly reduced. The right of participation of the Holders shall be subject to the following terms and conditions: (a) Each Holder may sell all or any part of that number of Holder Equity Registrable Securities equal to the product obtained by multiplying the aggregate number of Equity Securities covered by the Purchase Offer by a fraction, (x) the numerator of which shall be the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) at the time owned by such Holder and (y) the denominator of which shall be the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) at the time owned by all Holders electing to participate in the sale and all Major Stockholders participating in the sale. (b) Each Holder may effect its participation in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Unitsand, in the case of a Purchase Offer with respect of registration to Units or Class A Common Stockbe made pursuant to a shelf registration statement, the intended method of distribution thereof which shall not be commercially unreasonable. Upon receipt of a timely given Piggyback Request, the Company shall use its reasonable best efforts to effect the registration under the Securities Act of the specified Registrable Securities and, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock registration to be made pursuant to a shelf registration statement, for disposition according to the specified method of disposition so long as the specified method of distribution is commercially reasonable; provided that if, at any time after giving written notice of its intention to register any common equity securities (other than in connection with a Demand Registration) and prior to the effective date of the Corporation. Such Holder shall also deliver to the Major Stockholder, for transfer to the purchase offeror, an assignment separate from certificate, registration statement filed in the case of Class A Units, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents the number of Equity Securities that the Holder elects to sell pursuant to Section 2.4.2. (c) To the extent that any prospective purchaser or purchasers prohibit connection with such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunderregistration, the Major Stockholder Company shall determine for any reason not sell to such prospective purchaser or purchasers proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice to each Holder and thereupon shall be relieved of any Equity obligation to register any Registrable Securities unless and until, simultaneously in connection with such saleregistration, the Major Stockholder shall purchase such Equity Securities from such without prejudice, however, to any rights of a Participating Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Noticeto make a Demand.

Right to Participate. Each Holder which notifies Shareholder shall have the -------------------- Major Stockholder proposing right, upon written notice to make a Transfer in writing such Principal Selling Group within fifteen (15) 10 business days after receipt of the Transfer Notice shall have written notice of the right Purchase Offer, to participate participate, upon the terms and conditions set forth herein, in the sale of the Equity Securities shares of Common Stock referred to in Section 1.1 by such Principal Selling Group on the same terms and conditions as specified the sale by such Principal Selling Group. The right of participation of each Shareholder shall also apply to any sale by a Principal pursuant to the exercise of any options under the Shareholders Agreement except as provided in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer")Section 1.5(iv) hereof. To the extent a Holder Shareholder exercises such right of participation in accordance with the terms and conditions set forth belowparticipation, the number of Equity Securities that the Major Stockholder shares of Common Stock which such Principal Selling Group may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of the Holders a Shareholder shall be subject to the following terms and conditions: (a) Each Holder In connection with each Purchase Offer, each Shareholder may sell all or any part of that number of Holder Equity Securities shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of Equity Securities shares of Common Stock covered by the Purchase Offer by (ii) a fraction, (x) fraction the numerator of which shall be is the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) shares of Common Stock at the time owned by such Holder the Shareholder and (y) the denominator of which is the combined number of shares of Common Stock at the time owned by (A) the Principals (including any shares transferred to Permitted Transferees (as hereinafter defined) in accordance herewith) and (B) the Shareholders. For purposes of this Agreement, including making computations pursuant to this Section 1.2, the Shareholders shall be deemed to own the number of shares of Equity Securities (on an as Common Stock of the Company issuable upon conversion of the Preferred Stock with respect to which such Preferred Stock has not been converted, as-exercised fully diluted basis) at the time owned by all Holders electing to participate in the sale and all Major Stockholders participating in the sale. (b) Each Holder Shareholder may effect its participation participate in the sale by first taking all steps necessary delivering to convert the securities of Entravision currently held by such Holder into Class A Unitspurchase offeror directly, in the case of a Purchase Offer with respect or to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock any member of the Corporation. Such Holder shall also deliver to the Major Stockholder, Principal Selling Group for transfer delivery to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents which represent the number of Equity Securities that shares of Common Stock of the Holder Company which such Shareholder elects to sell pursuant to this Section 2.4.21.2 together with such other documentation required by the proposed purchaser, which other documentation is also required to be delivered by the Principal Selling Group. (c) To Should any Shareholder decline to participate in the extent that proposed sale, each other selling Shareholder shall have one opportunity to sell all or any prospective purchaser or purchasers prohibit part of an additional number of shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Common Stock which each non-participating Shareholder had the right to sell pursuant to subparagraph (a) of this Section 1.2 by (ii) a fraction the numerator of which is the number of shares of Common Stock at the time owned by the Shareholder wishing to sell additional shares of Common Stock and the denominator of which is the combined number of shares of Common Stock at the time owned by all Shareholders wishing to sell additional shares of Common Stock. The Principal Selling Group shall notify in writing each selling Shareholder of the number of additional shares of Common Stock it may sell pursuant to this Section 1.2(c) and the selling Shareholders shall have five (5) business days after receipt of such notice to notify the Principal Selling Group whether it shall exercise its right to sell such additional shares. (d) Should the right to sell any shares of coCommon Stock which any non-sale participating Shareholder had the right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereundersell pursuant to subparagraph (a) of this Section 1.2 not be allocated to Shareholders desiring to sell additional shares of Common Stock after the allocation procedure provided for in subparagraph (c) of this Section 1.2, the Major Stockholder right to sell such shares of Common Stock shall not sell revert to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's NoticePrincipal(s).

Right to Participate. Each Holder which notifies shall have the -------------------- Major Stockholder proposing right (irrespective of whether any other Holder exercises such right), exercisable upon written Notice to make a Transfer in writing the Selling Shareholder within fifteen (15) days Business Days after receipt of the Transfer Notice shall have of the right Purchase Offer, to participate in the sale of the Equity Securities such Purchase Offer on the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent If a Holder exercises such its right of participation in accordance with the terms and conditions set forth belowgranted by this Agreement, the number of Equity Common Shares or Convertible Securities that the Major Stockholder which such Selling Shareholder may sell pursuant to such Purchase Offer shall be correspondingly reducedreduced in the manner provided below. The right of participation of the Holders a Holder shall be subject to the following terms and conditions: (a) Each Such Holder may sell all or any part of that number of Holder Equity Securities its Warrant Shares in the Purchase Offer as shall be equal to the product obtained by multiplying (i) the aggregate number of Equity Securities covered by Common Shares subject to the Purchase Offer by (ii) a fraction, fraction (xA) the numerator of which shall be is the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) Warrant Shares at the time owned by such Holder Holder, and (B) the denominator of which is the sum of (x) the number of Common Shares (and Common Share equivalent of Convertible Securities) at the time beneficially owned by the Shareholders, including their family members and trusts, partnerships, limited liability companies and any other entities formed for any of their benefit, and (y) the denominator of which shall be the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) at the time Warrant Shares then owned by all Holders electing to participate in the sale and all Major Stockholders participating in the saleHolders. (b) Each If such Holder may effect its participation elects to participate in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A UnitsPurchase Offer, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder it shall also deliver to the Major Stockholder, Selling Shareholder for transfer Transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or offeror one or more certificates, properly endorsed for transferTransfer, in the case free and clear of Class A Common Stockall adverse claims, which represent that represents the number of Equity Securities that the Warrant Shares which such Holder elects to sell pursuant to Section 2.4.2this Agreement. Such certificates shall be delivered to the Selling Shareholder no later than two Business Days prior to the date set for consummation of the Purchase Offer. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Notice.

Right to Participate. Each Holder which notifies the -------------------- Major Stockholder proposing to make a Transfer in writing within fifteen (15a) days after receipt In connection with each sale and issuance of the Transfer Notice shall have the right to participate in any security for fundraising purposes, including, but not limited to, the sale of any preferred stock, common stock, convertible promissory notes, warrants or other securities exercisable or convertible into shares of capital stock of the Equity Securities on Company (the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase OfferNew Securities"). To , Guarantor (or any affiliate thereof) shall be entitled, but not obligated, to purchase in its sole discretion a portion of the extent a Holder exercises such right of participation in accordance with New Securities to be issued by the terms Company at the lowest price per share and conditions set forth below, the number of Equity Securities that the Major Stockholder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of the Holders shall be subject to the following terms and conditions: (a) Each Holder may sell all or any part of that number of Holder Equity Securities equal to the product obtained by multiplying the aggregate number of Equity Securities covered by the Purchase Offer by a fraction, (x) the numerator of which shall be the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) at the time owned by such Holder and (y) the denominator of which shall be the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) at the time owned by all Holders electing to participate in the sale and all Major Stockholders participating in the sale. (b) Each Holder may effect its participation in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver to the Major Stockholder, for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents the number of Equity Securities that the Holder elects to sell pursuant to Section 2.4.2. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the New Securities are being being sold and issued by the Company to any other person, having an aggregate original issue price or principal amount, as applicable, equal to the sum of (i) the Guarantor's Pro Rata Share (as defined below) multiplied by the aggregate maximum amount of the New Securities proposed transfer described to be issued and sold by the Company plus (ii) an amount equal to the maximum principal amount which may be loaned to the Company under the Loan Facility. As used herein, the term "Pro Rata Share" shall equal the larger of (i) if Guarantor holds shares of the capital stock of the Company, the number of shares of the Company's capital stock held by Guarantor divided by the number of shares of the capital stock of the Company actually issued and outstanding, or (ii) if Guarantor holds convertible promissory notes issued by the Company, the then-outstanding aggregate principal amount of all such promissory notes held by Guarantor divided by the then-outstanding aggregate principal amount of all convertible promissory notes issued by the Company. (b) In the event the Company proposes to undertake an issuance of New Securities, the Company shall give Guarantor written notice (the "Notice") of its intention, describing the type of New Securities, the price, and the principal terms upon which the Company proposes to issue the same. Guarantor shall have fifteen (15) business days from the delivery of the Notice to agree to purchase up to the Guarantor's Pro Rata Share for the price and upon the terms specified in the Major Stockholder's NoticeNotice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.

Right to Participate. Each Holder which notifies the -------------------- Major Stockholder proposing to make a Transfer in writing within fifteen (15) days after receipt of the Transfer Notice shall have the right The Employee may elect to participate in the sale of or other Transfer described in the Equity Securities on Sale Notice by giving written notice to the applicable Investors and the Company within 15 days after the Company has given the related Sale Notice to the Employee. If the Employee elects to participate, the Employee will be entitled to sell in the contemplated transaction, at the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent a Holder exercises such right of participation in accordance with the terms and conditions set forth below, the number of Equity Securities that the Major Stockholder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of the Holders shall be subject to the following terms and conditions: (a) Each Holder may sell all or any part of that number of Holder Equity Securities equal to the product obtained by multiplying the aggregate number of Equity Securities covered by the Purchase Offer by a fraction, (x) the numerator of which shall be the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) at the time owned by such Holder and (y) the denominator of which shall be the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) at the time owned by all Holders electing to participate in the sale and all Major Stockholders participating in the sale. (b) Each Holder may effect its participation in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver to the Major Stockholder, for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents the number of Equity Securities that the Holder elects to sell pursuant to Section 2.4.2. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration price and on the same terms and conditions as set forth in the proposed transfer Sale Notice, an amount of Shares equal to the product of (i) the quotient determined by dividing (A) the percentage of the Company’s then outstanding Common Stock represented by the Shares then held by the Employee by (B) the aggregate percentage of the Company’s then outstanding Common Stock represented by the Common Stock then held by the Investor(s) participating in the sale or other Transfer described in the Major Stockholder's Sale Notice and all holders of Common Stock electing to participate in such sale, and (ii) the number of shares of Common Stock the prospective transferee has agreed to purchase in the contemplated transaction. Notwithstanding anything to the contrary in any Sale Notice, (i) the Employee shall agree to make customary representations, and shall agree to customary covenants, indemnities and agreements regarding the Employee’s Shares, so long as they are made severally and not jointly; (ii) any general indemnity given by any Investor, applicable to liabilities not specific to such Investor, to the transferee in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer on a pro rata basis, based on the consideration received by each such Person in respect of his, her or its shares to be sold or Transferred and shall be subject to all of the same limits and exclusions as shall be applicable to such Investor, (iii) any indemnity given by the Employee shall not exceed the Employee’s net proceeds from the sale (or such lower limit as is applicable to such Investor), and (iv) any representation relating specifically to a Person and/or his, her or its ownership of the Shares to be sold or Transferred shall be made only by such Person. The fees and expenses incurred in connection with such sale or Transfer and for the benefit of all Persons participating in such sale or Transfer (it being understood that costs incurred by or on behalf of a Person for his, her or its sole benefit will not be considered to be for the benefit of all Persons participating in such sale or Transfer), to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis, based on the consideration received by each such Person in respect of its Shares to be sold or Transferred; provided that the Employee shall not be obligated to make any out-of-pocket expenditure in respect of such fees or expenses other than de minimis expenditures other than as a deduction from actual proceeds to the Employee from the Transfer.

Right to Participate. Each If a Selling Holder which notifies the -------------------- Major Stockholder proposing intends to make sell any Offered Shares to a Transfer in writing within fifteen (15) days after receipt of the Transfer Notice third party, Goldman shall have the right to participate in the any sale of the Equity Securities on to a Proposed Transferee upon the same terms and conditions as specified set forth in the Transfer Notice (such proposed terms and conditions, a the "Purchase OfferCO-SALE RIGHT"). To the extent a Holder exercises such right of participation in accordance with , subject to the terms and conditions set forth belowin this Agreement. Goldman may exercise its Co-Sale Right by delivering to the Selling Holder proposing to sell or transfer Offered Shares, the number of Equity Securities that the Major Stockholder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation within five business days after receipt of the Holders shall be subject Transfer Notice, written notice of its intention to the following terms and conditions: (a) Each Holder may sell all or any part of that number of Holder Equity Securities equal to the product obtained by multiplying the aggregate number of Equity Securities covered by the Purchase Offer by a fractionparticipate, (x) the numerator of which shall be the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) at the time owned by such Holder and (y) the denominator of which shall be specifying the number of shares of Equity Securities Common Stock Goldman desires to sell to the Proposed CO-SALE RIGHTS AGREEMENT 1 Transferee which number shall in no event exceed the product of (on an x) the quotient of (a) the number of shares of Common Stock Goldman has acquired and holds as converteda result of, as-exercised fully diluted basis) at or may acquire, upon exercise of the time owned by all Holders electing to participate New Warrant (as defined in the sale and all Major Stockholders participating in Purchase Agreement) or such other warrant that has been issued to Goldman upon partial exercise or transfer of the sale. New Warrant divided by (b) Each Holder may effect its participation in the sale by first taking all steps necessary to convert sum of the securities ---------- aggregate number of Entravision currently shares of Common Stock then held by such Holder into Class A Units, in the case Investors (assuming full conversion and exercise of a Purchase Offer with respect to Units all convertible or Class A Common Stock, in exercisable securities) plus the case number of a Purchase Offer shares of Class A Common Stock then held by Goldman (assuming full ---- exercise of the New Warrant or Class B such other warrant that has been issued to Goldman upon partial transfer or exercise of the New Warrant) multiplied by (y) ------------- the number of shares of Common Stock to be acquired by the Proposed Transferee (the "TRANSFERRED SHARES"), rounded down to the nearest whole number. At the closing of the Corporation. Such purchase and sale of the Transferred Shares, as determined by the Selling Holder and the Proposed Transferee, Goldman shall also deliver to the Major StockholderSelling Holder or a designated agent one or more certificates representing the number of shares of Common Stock Goldman elects to sell hereunder, duly endorsed for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents the number of Equity Securities that the Holder elects to sell pursuant to Section 2.4.2Proposed Transferee. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Notice.

Right to Participate. Each Holder which notifies The Investors shall have the -------------------- Major Stockholder proposing right, exercisable upon written notice to make a Transfer in writing such selling Transferor or Transferors within fifteen (15) 10 business days after receipt of the Transfer Notice shall have notice of the right Purchase Offer, to participate in the Transferor's sale of the Equity Securities Common Stock on the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent a Holder any Investor exercises such right of participation in accordance with the terms and conditions set forth belowparticipation, the number of Equity Securities that shares of Common Stock which the Major Stockholder Transferor may sell pursuant to such the Purchase Offer shall be correspondingly reduced. The right of participation of the Holders Investors shall be subject to the following terms and conditions: (a) Each Holder Investor may sell all or any part of that number of Holder Equity Securities shares of Common Stock equal to the product obtained by multiplying (i) the aggregate number of Equity Securities shares of Common Stock covered by the Purchase Offer by (ii) a fraction, (x) the numerator of which shall be is the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) shares of Common Stock of the Company at the time owned by such Holder Investor and (y) the denominator of which is the combined number of shares of Common Stock of the Company at the time owned by the selling Transferor (including shares transferred to Permitted Transferees, as defined below, in accordance herewith) and the Investors. For purposes of such computation, the Investors shall be deemed to own the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) Common Stock into which all of their Preferred Stock is at the time owned by all Holders electing to participate in the sale and all Major Stockholders participating in the saleconvertible. (b) Each Holder may effect its participation An Investor participating in the sale by first taking all steps necessary pursuant to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer shall, if requested by the selling Transferor or Transferors, or the Purchase Offeror, enter into a purchase and sale agreement with respect the Purchase Offeror on the same terms and conditions applicable to Units the selling Transferor or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock Transferors or Class B Common Stock of the Corporation. Such Holder shall also deliver to the Major Stockholder, selling Transferor or Transferors for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or Purchase Offeror one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents which represent: (i) the number of Equity Securities that shares of Common Stock which the Holder Investor elects and is permitted to sell pursuant to this Section 2.4.2.1.2; or (cii) To the extent number of shares of Preferred Stock which is at such time convertible into the number of shares of Common Stock which the Investor elects and is permitted to sell pursuant to this Section 1.2; provided, however, that any prospective purchaser or purchasers prohibit such exercise if the Purchase Offeror objects to the delivery of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunderPreferred Stock in lieu of Common Stock, the Major Stockholder Investor shall not sell to such prospective purchaser or purchasers any Equity Securities unless convert and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions deliver Common Stock as the proposed transfer described provided in the Major Stockholder's Noticesubparagraph (b)(i) above.

Right to Participate. Each Holder which notifies the -------------------- Major Stockholder proposing to make a Transfer in writing within fifteen (15) days after receipt of the Transfer Notice shall have the right The Employee may elect to participate in the sale of or other transfer described in the Equity Securities on Sale Notice by giving written notice to the applicable Investors and the Company within 15 days after the Company has given the related Sale Notice to the Employee. If the Employee elects to participate, the Employee will be entitled to sell in the contemplated transaction, at the same terms and conditions as specified in the Transfer Notice (such proposed terms and conditions, a "Purchase Offer"). To the extent a Holder exercises such right of participation in accordance with the terms and conditions set forth below, the number of Equity Securities that the Major Stockholder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of the Holders shall be subject to the following terms and conditions: (a) Each Holder may sell all or any part of that number of Holder Equity Securities equal to the product obtained by multiplying the aggregate number of Equity Securities covered by the Purchase Offer by a fraction, (x) the numerator of which shall be the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) at the time owned by such Holder and (y) the denominator of which shall be the number of shares of Equity Securities (on an as converted, as-exercised fully diluted basis) at the time owned by all Holders electing to participate in the sale and all Major Stockholders participating in the sale. (b) Each Holder may effect its participation in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver to the Major Stockholder, for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or one or more certificates, properly endorsed for transfer, in the case of Class A Common Stock, that represents the number of Equity Securities that the Holder elects to sell pursuant to Section 2.4.2. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration price and on the same terms and conditions as set forth in the proposed Sale Notice, an amount of Shares equal to the product of (i) the quotient determined by dividing (A) the percentage of the Company’s then outstanding Common Stock represented by the Shares then held by the Employee by (B) the aggregate percentage of the Company’s then outstanding Common Stock represented by the Common Stock then held by the Investor(s) participating in the sale or other transfer described in the Major Stockholder's Sale Notice and all holders of Common Stock electing to participate in such sale and (ii) the number of shares of Common Stock the prospective transferee has agreed to purchase in the contemplated transaction. Notwithstanding anything to the contrary in any Sale Notice, (i) the Employee shall agree to make customary representations, and shall agree to customary covenants, indemnities and agreements, so long as they are made severally and not jointly; provided, that the Employee shall not be subject to any restrictive covenant to the extent such covenant differs from the applicable restrictive covenant provided in the Employment Agreement; (ii) any general indemnity given by any Investor, applicable to liabilities not specific to such Investor, to the transferee in connection with such sale shall be apportioned among the Employee and all other Persons participating in such sale or Transfer on a pro rata basis, based on the consideration received by each such Person in respect of his, her or its Shares to be sold or Transferred, (iii) any indemnity given by the Employee shall not exceed the Employee’s net proceeds from the sale, and (iv) any representation relating specifically to a Person and/or his, her or its ownership of the Shares to be sold or Transferred shall be made only by such Person. The fees and expenses incurred in connection with such sale or Transfer and for the benefit of all Persons participating in such sale or Transfer (it being understood that costs incurred by or on behalf of a Person for his, her or its sole benefit will not be considered to be for the benefit of all Persons participating in such sale or Transfer), to the extent not paid or reimbursed by the Company or the transferee, shall be shared by the Employee and all other Persons participating in such sale or Transfer on a pro rata basis, based on the consideration received by each such Person in respect of its Shares to be sold or Transferred; provided that no such Person shall be obligated to make any out-of-pocket expenditure in respect of such fees or expenses prior to the consummation of such sale or Transfer (excluding de minimis expenditures).

Right to Participate. Each The Holder which notifies shall have the -------------------- Major Stockholder proposing right, exercisable upon written notice to make a Transfer in writing such Selling Shareholder within fifteen (15) days Business Days after receipt of the Transfer Notice shall have notice of the right Purchase Offer, to participate in the such Selling Shareholder's sale of the Equity Securities Common Shares on the same terms and conditions as specified (or, in the Transfer Notice (such proposed case of Convertible Securities, equivalent terms) terms and conditions, a "Purchase Offer"). To the extent a that the Holder exercises such right of participation in accordance with the terms and conditions set forth belowparticipation, the number of Equity Common Shares or Convertible Securities that the Major Stockholder which such Selling Shareholder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The right of participation of the Holders Holder shall be subject to the following terms and conditions: (a) Each The Holder may sell all or any part of that number of Holder Equity Securities Warrant Shares equal to the product obtained by multiplying (i) the aggregate number of Equity Securities Common Shares (including the Common Share equivalent of any Convertible Securities) covered by the Purchase Offer by (ii) a fraction, fraction (xA) the numerator of which shall be is the number of Equity Securities (on an as-converted, as-exercised fully diluted basis) Warrant Shares at the time owned by such Holder the Holder, and (yB) the denominator of which shall be is the sum of (x) the combined number of shares such Common Shares (including the Common Share equivalent of Equity Securities (on an as converted, as-exercised fully diluted basisConvertible Securities) at the time owned by all Holders electing of the Shareholders, and (y) the number of Warrant Shares at that time owned by the Holder. For purposes of making such computation, the Holder shall be deemed to participate in own the sale number of Common Shares as if its Warrant had been exercised and all Major Stockholders participating in the saleany Convertible Securities have been converted into Common Shares. (b) Each The Holder may effect its participation participate in the sale by first taking all steps necessary to convert the securities of Entravision currently held by such Holder into Class A Units, in the case of a Purchase Offer with respect to Units or Class A Common Stock, in the case of a Purchase Offer of Class A Common Stock or Class B Common Stock of the Corporation. Such Holder shall also deliver delivering to the Major Stockholder, Selling Shareholder for transfer to the purchase offeror, an assignment separate from certificate, in the case of Class A Units, or offeror one or more certificates, properly endorsed for transfer, in the case free and clear of Class A Common Stockall adverse claims, which represent that represents the number of Equity Securities that Warrant Shares which the Holder elects to sell pursuant to this Section 2.4.22. (c) To the extent that any prospective purchaser or purchasers prohibit such exercise of co-sale right or otherwise refuse to purchase Equity Securities from a Holder exercising its co-sale right hereunder, the Major Stockholder shall not sell to such prospective purchaser or purchasers any Equity Securities unless and until, simultaneously with such sale, the Major Stockholder shall purchase such Equity Securities from such Holder for the same consideration and on the same terms and conditions as the proposed transfer described in the Major Stockholder's Notice.