Distributions to partners in Charter Holdco must be pro rata, except to the extent provided below
Charter and its subsidiaries may not hold material assets or liabilities outside of
Charters capital structure must be mirrored in its economic
interest in the Charter Holdco. Without limiting the generality of the foregoing, if Charter issues equity to acquire assets, Charter will drop the assets down into Charter Holdco in exchange for an equivalent amount of units. A/N and Liberty will
have pre-emptive rights in connection with any such issuances of equity to the extent provided in the Stockholders Agreement.
Expenses of Charter must be reimbursed by Charter Holdco and therefore borne by both the shareholders of Charter and A/N. The LLC agreement and exchange
agreement also shall include such other provisions as are requisite or customary in a 1:1 Up-C structure.
Charter will be the managing member of Charter Holdco. The Managing Member must have discretion to issue management incentive shares and matching units at
Charter Holdco, diluting both Charters shareholders and A/N (subject to pre-emptive rights to the extent provided in the Stockholders Agreement).