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5.4 In the event of any proposed Business Combination pursuant to which the outstanding Interests will be converted into a light to receive consideration other then securities of the Issuer or Replacement Securities, (i) Allen will provide notice thereof to the Holder at least ten (10) days prior to consummation of such Business Combination and (ii) the Put Option will expire two days prior to such consummation except with respect to any Interests that are specified in a notice delivered by the Holder pursuant to Section 2 prior to such date. If the Holder delivers a notice pureuml to Section 2 after its receipt of a notice from Allen pursuant to this Section 5.4, the purchase and sale of any of the Interests specified in the Holder's notice may be conditioned at the Holder's option on the consummation of the Business Combination described in Allen's notice pursuant to this Section 5.4. 6. Reamsenufons of Allen. Allen represents and coma is to the Holder and each Permitted Transferee that on the date hereof and at all times it"caft" through the Closing: (a) Allen has full power and authority to execute and deliver this Agreement and consummate the transactions contemplated hereby; and (b) this Agreement comtimtes the legal, valid and binding obligation of Allen, enforceable against Allen in accordance with its terms. 7.1 The Put Option shall terminate on the earliest of the following dates, except with respect to any Interests that are specified in a notice delivered by the Halder pursmnl to Section 2 prior to such earliest date: (a) the second anniversary of the date of the closing under the Purchase and Contribution Agreement; (b) the date specified in Section 5.4; and (e) the first date on which both of the following conditions are satisfied: (i) the Closing Price ofPublicCo common stock has exceeded 115% of the IPO Price for my 90 trading days during the preceding 100 consecutive trading days (which period of 100 trading days shall not have commenced prior to the closing under the Purchase and Contribution Agreement)- end (it) all shares ofPublicCo common stock then held by the Halder and subject to the Put Option (or all shares ofPublicCo common stock that the Holder may then acquire in exchange for limited liability company interests in Charter LLC that us held by the Holder and subject to the Put Option) may be sold to the public in their entirety on such date (x) without registration under the Securities Act of 1933, as amended (the "Act"), pursuant to Rule 144 under the Act or another comparable provision or (y) pursuant to a then effective registration statement under the Act. 7.2 The Put Option shall terminate as to any Interests on the date on which such Interests are first transferred by the Holder to a person or entity that is not a "Pernined Transferee." ocue01:113245ea -4-