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available funds by wire transfer or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Allen or Ids designee one or more certificates evidencing the Interests to be purchased and sold at such Closing (if such Interests are certificated securities), together with duly executed assignments separate from certificate in form and substance reasonably to effectuate the transfer of such Interests to Allm or his designee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4; provided, however, that neither the Holder nor any Permitted Transferee shall be required to take any actions or deliver any documents to satisfy, any restrictions imposed by the Issuer on the transfer of the Interests. 3.3 Each Closing shall be held at the offices of hell & Manella in Los Angeles, California, on the tenth business day alter the Holder delivers the written notice described above, or at such other time and place as the Holder and Allen may agree. The Holder and Allen will cooperate an as to permit all doctumms required to be delivered at the Closing to be delivered by mail, delivery smite or courier without requiring either party or his or its representatives to be physically present at the Closing. 4. Representations ofthe Holder. The Holder represents and warrants to Allen and any ofhis designees or assignees that on the date hereofand at each Closing: (a)the Holder has full power and authority to execute and deliver this Agreement and consummate the traosactions contemplated hereby; (b) this Agreement is the legal, valid and binding obligation ofthe Holder, enforceable against the Holder in accordance with its terms: (e) at each Closing, the Holder or one of its Permitted Transferees will own all 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 than 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, All. or his designee will receive good title to the Interests, free and clear of all liens, encumbrances and adverse interests created by the Holder, any Permitted Transferee, or any of their respective predecessors -in -interest. other than those arising under applicable law or those arising under the organizational documents of the Issuer. 5. Adiustment for Exchange Reormnizations Stock Splits. etc. 5.1 Upon the exchange of Interests consisting of units of limited liability company interests in Charter LLC for Interests consisting of shares 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, m specified in Section 3. 1, as it may have been adjusted pursuant to this Section 5, divided by the number of shares of common stock ofPublicCo issued in exchange for such units, 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 ocuno1:113u64.5 - 3 -