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4. R,mesmtwions oflhe Holder. The Holder represents and wmrma to Allen and any of his designees or assignees that on the date hereof and at each Closing: (a) the Holder has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby; (b) this Agreement is the legal, valid and binding obligation of the Holder, enforceable against the Holder in accordance with its terms; (c) at each Closing, the Holder will own ail of the Interests required to be purchased and sold at such Closing, both of record and beneficially, free and clear of all liens, encumbrances or adverse interests of any kind or nature whatsoever (including any restriction on the right to vote, sell or otherwise dispose of the Interests), other dun those arising under applicable law and those arising under the organizational documents of the Issuer, (d) upon the transfer of the Interests pursuant to Section 3, Allen or his designee will receive good title to the Interests, free and clear of all liens, encumbrances and adverse interests anted by the Holder, other than those arising under applicable law or those arising under the organvational doeumems of the Issuer. 5.1 Upon the exchange of Internet consisting of units of limited liability company interests in Charter LLC for Interests consisting of sbares of common stock of PublicCo, the Purchase Price per share for such shares of common stock of PublicCo shall equal the aggregate Purchase Price for all Interests immediately prior to such exchange, as specified in Section 3.1, as it may have been adjusted pursuant to this Section 5, divided by the number of shares efcommon stock or PublicCo issued in exchange for such uniu, subject to further adjustment pursuant to this Section 5. 5.2 If the Interests are increased, decreased, changed into, or exchanged for a different number or kind of shares or securities of the Issuer through reorganization, recapitalization, reclassification. stock dividend, stock split or reverse stock split, or other similar transaction, an appropriate adjustment shall be made with respect to number and kind of shares or securities subject to the Put Option, without change in the total price applicable to the unexercised portion of the Put Option but with a corresponding adjustment in the price for unit of my security covered by the Put Option. Any shares or securities that become subject to the Put Option pursuant to this Section 5.2 shall constitute "Interests" for purposes of Nis Agreement. 5.3 Upon a reorganization, merger or consolidation of the Issuer with one or od'16-- i -oros q uiiii—(mof u¢ foregoing, a'Business Combination') pursuant to which the outstanding Interests we convened into or exchanged for my other security ("Replacement Securities), the Put Option shall cease to be exercisable with respect to the securities that previously constituted "Interests" and shall instead be automatically converted into an option to sell such number of shares or units of Replacement Securities issued in exchange for the Interests pursuant to such Business Combination at a price per share or unit of Replacement Securities equal to the aggregate Purchase Price for all interests immediately prior to such effectiveness divided by the number ofshares or units of Replacement Securities subject to the Put Option immediately following such effectiveness. Any Replacement Securities that become subject to the Put Option pursuant to this Section 5.3 shall constitute "Interests" for purposes of this Agreement. KLMON02584 -3-