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(i) the Closing Price of PublicCo common stock has exceeded 115% of the TO Price for any 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); and (ii) all shares of PublicCo common stock then held by the Holder or any Permitted Transferee and subject to the Put Option (or all shares of PublicCo common stock dust the Holder and all Permitted Transferees may then acquire in exchange for limited liability company interests in Charter LLC that are held by the Holder and its Pertained Transferees 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 temfl : c as to any Interests on the date on which such interests are first transfered by the Holder or my Permitted Transferee to a person or entity that is not a "Permitted Transferee." 7.3 For purposes of determining whether the condition in Section 7.1(c)(i)is satisfied, appropriate adjustments will be made to take into account my subdivision (by stock split or otherwise) or combination (by merle stock split or otherwise) of outstanding shares of PublicCo common stock occurring after the consummation ofPublicCo's initial public offering. 8.1 Complete Agmement- Modifications. This Agreement constitutes the parries' entire agreement with respect to the subject matter hereof and supersedes all other agreements, representations, warranties, statements, promises and understandings, whether oral or written, with respect to the subject matter hereof This Agreement may not be amended, altered or modified except by a writing signed by both parties. 8.2 Additional Documents. Each parry hereto agrees to execute my and all further documents and writings and to perform such other actions which may be or become necessary or expedient to effectuate and carry out this Agreement. 8.3 Not cgE. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be sufficiently given if delivered in person or dr milled by telecopy or similar means of recorded electronic communication to the relevant party, addressed as follows (or at such other address as either party shall have designated by notice as herein provided to the other patty): If to the Holder: with a copy to: ocuamu 13Ns 5 _5_