The registration rights agreement will provide that, any time after the first anniversary of the Closing, each of A/N and Liberty shall
separately be entitled to request that Charter register under the Securities Act its common stock of Charter, with registered offerings to be underwritten (with Charters full cooperation with Charter management available for two road shows per
twelve month period (provided that the second road show shall be in connection with an offering of at least $500 million), to the extent advised by the underwriters, and at Charters expense, other than underwriters discounts) to the
extent requested by the party making the demand. With respect to Liberty, these demand registration rights include the right to register shares underlying exchangeable notes or debentures issued in accordance with the Shareholders Agreement.
With respect to A/N, these demand registration rights include the right to register shares into which exchangeable preferred units are convertible, provided that Charter will have the right of first offer (ROFO) on the
exchangeable preferred units involved in any such sale described above, which A/N may accept or decline in its sole discretion; provided that if A/N declines, it may not sell to a third party a lesser amount of shares, or for an equal or lesser
price, or on other terms equal to or worse than those, offered by Charter. Charter shall not be required to effect more than two demand registrations for each of A/N and Liberty in any twelve-month period, and all registrations shall be subject to
blackout and delay periods for so long as the board (excluding directors nominated by the registering Investor(s)) determines in good faith that registration would reasonably be expected to require the disclosure of something detrimental to Charter
or to a pending negotiation or transaction. For the avoidance of doubt, references to Charter shall be deemed references to New Charter from and after the closing of the TWC Transactions.
The aggregate fair market value of any offering required to be registered would be not
less than $250 million.