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liability company interests in Charter LLC were distributed to the Holder by Falcon Holding Croup, L.P., all shares of common stock of PublicCo issued in exchange for such limited liability company interests in Charter LLC, and all other securities that constitute "Interests" in accordance with Section 5 of this Agreement.2 "IPO Price' means the price per share at which shares of common stock of PublicCo are sold to the price in PublicCo's initial public offering (without reduction for underwriters' fees, discounts, commissions, and other selling expenses). "Issuer" means the issuer of the Interests. "Minimum Amount"mearm the least of (i) Interests for which the Purchase Price under this Agreement is at least $50,000,000, (ii) Interests representing at least S05/g of the equity represented by all Interests distributed to the Holder by Falcon Holding Group, L.P., or (iii) all Interests that are subject to the Holder's Put Option under this Agreement. 2. Put Option. Allen hereby grams to the Holder the right and option (the'Put Option"), exercisable from the dale hereof through and including the date of termination of the Put Option under Section 7 by written notice delivered to.411en, to sell and to permit any of the Holder's Permitted Transferees to sell to Allen or his designee, from time to time, on one or more occasions, all or any portion of the Interests held by the Holder and its Permitted Transferees that represents at lean the Minimum Amount. Upon the giving of such notice, Allen shall be obligated to buy or to came his designee to buy and, subject to Section 5.4, the Holder and the Permitted Transferees identified in the Holder's nonce pursuant this Section 2 shall be obligated to sell, the amount of the Interests held by the Holder and its Permitted Transferees that is specified in the Holder's notice pursuant to this Section 2, at the price and upon the terms and conditions specified in Section 3. 3. Pgrchasc Pricy losing. 3.1 The purchase price to be paid upon any exercise of the Put Option (the "Purchase Price") shall be equal to S_ per unit of limited liability company interests in Charter LLC' represented by the Imttests to be purchased and sold (calculated in accordance with Section 5, if applicable), plus interest thereon at a rate of four and one-halfpercent (4.5%) per Year, compounded annnally r. r rh. period from na the te ofthe doi.:g .W,dcr fic Ppscbw e and Contribution Agreement through the closing of the purchase and sale ofthe Interests hereunder (the "Closing"). 3.2 At each Closing, (a) Allen or his designee shall pay to the Halder (for itself and on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately s The Put Agreement with Stanley S. Itskowitch will also include as "Interests" any ... Interests distributed to him by the Holders under the Put Agreement in the form of Attachment A-2 and their Permitted Transferees. t a The amount per wit will be inserted upon execution and will equal the Equity Value (as tai defined in the purchase and Contribution Agreement) divided by the total number of units issued r to Falcon Holding Group, L.P. at the closing under the Purchase and Contribution Agreement. MUNi:1132au.5 -2-