Common use of Adverse Changes Clause in Contracts

Adverse Changes. The prior written consent of each of the Charter Stockholder, the Liberty Broadband Stockholder and the Cerberus Stockholder will be necessary for the Company to directly or indirectly effect or validate any of the following actions, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis): (a) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including the Certificate of Designations) or Bylaws; (b) any action to authorize, create, increase the number of authorized or issued shares of, reclassify any security into, issue or sell any additional Preferred Stock, any Parity Stock or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, or on a parity basis with, the Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or any securities or derivatives convertible or exercisable into, or exchangeable for, any of the foregoing securities; (c) the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (e) any redemption, purchase, acquisition (either directly or through any Subsidiary) or other liquidating payment relating to, any equity securities of the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; (i) creating, or authorizing the creation of, or issuing, or authorizing the issuance of, any Indebtedness that would cause the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth above. For purposes of this Section 4.1, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation.

Adverse Changes. The prior written In addition to, and not in limitation of, Section 12(a), the vote or consent of each the Holders of at least 75% of the Charter Stockholdershares of Series B Preferred Stock outstanding at such time, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the Liberty Broadband Stockholder and the Cerberus Stockholder purpose, will be necessary for the Company to for, directly or indirectly effect indirectly, effecting or validate validating any of the following actions, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):: (ai) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including the this Certificate of Designations) or BylawsBylaws that would have an adverse effect on the rights, preferences, privileges or voting power of the Series B Preferred Stock; (bii) any amendment or alteration (whether by merger, consolidation or otherwise) of, or any supplement (whether by a certificate of designations or otherwise) to, the Certificate of Incorporation or any provision thereof, or any other action to authorize, authorize or create, or increase the number of authorized or issued shares of, or any securities convertible into shares of, or reclassify any security into, issue or sell any additional Preferred Stockissue, any Parity Stock or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, or on a parity basis with, the Series B Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or any securities or derivatives convertible or exercisable into, or exchangeable for, any of the foregoing securities;Company; or (c) the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (eiii) any redemption, purchase, acquisition (either directly increase or through any Subsidiary) or other liquidating payment relating to, any equity securities of decrease in the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the authorized number of directors on shares of Series B Preferred Stock or issuance of shares of Series B Preferred Stock after the Board Issuance Date, provided that the authorization or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; (i) creating, or authorizing the creation of, or issuingthe increase in the number of authorized or issued shares of, or authorizing any securities convertible into shares of, or the reclassification of any security (other than the Series B Preferred Stock) into, or the issuance of, any Indebtedness that would cause the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Stock; (l) adopting a shareholder rights plan that does will not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of require the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under vote the Holders pursuant to this Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or therebySection 12(b); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth above. For purposes of this Section 4.112(b), the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation.

Adverse Changes. The prior written vote or consent of each the Holders of at least a majority of the Charter Stockholdershares of Series A Preferred Stock outstanding at such time, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the Liberty Broadband Stockholder and the Cerberus Stockholder purpose, will be necessary for the Company to directly effecting or indirectly effect or validate validating any of the following actions, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):: (ai) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including the this Certificate of Designations) or Bylaws;Bylaws that would have an adverse effect on the rights, preferences, privileges or voting power of the Series A Preferred Stock or the Holder thereof; (bii) any amendment or alteration (whether by merger, consolidation or otherwise) of, or any supplement (whether by a certificate of designations or otherwise) to, the Certificate of Incorporation or any provision thereof, or any other action to authorize, authorize or create, or increase the number of authorized or issued shares of, or any securities convertible into shares of, or reclassify any security into, issue or sell any additional Preferred Stockissue, any Parity Stock or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, or on a parity basis with, the Series A Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company Company; and (iii) any increase or any securities decrease in the authorized number of shares of Series A Preferred Stock or derivatives convertible issuance of shares of Series A Preferred Stock after the Original Issuance Date other than (i) shares of Series A Preferred Stock that were issued on the Second Closing Date (as defined in the Investment Agreement) or exercisable intoon the Second Closing Date (as defined in the Periphas Investment Agreement) or (ii) shares issued as PIK Dividends with respect to shares of Series A Preferred Stock that were issued on the Original Issuance Date, the Second Closing Date (as defined in the Investment Agreement) or the Second Closing Date (as defined in the Periphas Investment Agreement), or exchangeable for(iii) successive issuances of PIK Dividends with respect to shares of Series A Preferred Stock that were issued under the preceding clause (ii) or this clause (iii). provided, however, (A) that, with respect to the occurrence of any of the foregoing securities; (c) the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (e) any redemption, purchase, acquisition (either directly or through any Subsidiary) or other liquidating payment relating to, any equity securities of the Company (other than redemptions, purchases or other acquisitions events set forth in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; clause (i) creatingof this Section 13(b), so long as (1) the Series A Preferred Stock remains outstanding with the terms thereof materially unchanged, or authorizing (2) the Holders receive equity securities with rights, preferences, privileges and voting power substantially the same as those of the Series A Preferred Stock, then the occurrence of such event shall not be deemed to adversely affect such rights, preferences, privileges or voting power of the Series A Preferred Stock, and in such case such Holders shall not have any voting rights with respect to the occurrence of any of the events set forth in clause (i) of this Section 13(b) and (B) that the authorization or creation of, or issuingthe increase in the number of authorized or issued shares of, or authorizing any securities convertible into shares of, or the reclassification of any security (other than the Series A Preferred Stock) into, or the issuance of, any Indebtedness that would cause the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Stock; (l) adopting a shareholder rights plan that does will not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of require the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Agreement, vote the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth aboveHolders. For purposes of this Section 4.113, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation.

Adverse Changes. The prior written In addition to any other vote required by the Charter, the Bylaws or applicable law, (i) the vote or consent of each the Holders of at least (x) 75% (during the period in which the Ares 90% Beneficial Holding Requirement is satisfied) or (y) a majority (during all other periods) of the Charter Stockholdershares of Series A Preferred Stock outstanding at such time, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the Liberty Broadband Stockholder and the Cerberus Stockholder purpose, will be necessary for the Company to directly effecting or indirectly effect or validate validating any of the following actions, directly or indirectly, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):MGCL: (a) any amendment, waivermodification, alteration supplementation, waiver or repeal (whether by merger, consolidation or otherwise) other change of any provision of the Certificate Charter in a manner that adversely alters or changes the rights, powers, preferences or privileges of Incorporation (the Holders of the Series A Preferred Stock including the Certificate as a result of Designations) a merger, amalgamation, consolidation or Bylaws;other similar or extraordinary transaction. (bii) the vote or consent of the Holders of at least a majority of the shares of Series A Preferred Stock outstanding at such time, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any action meeting called for the purpose, will be necessary for effecting or validating any of the following actions, directly or indirectly, whether or not such approval is required pursuant to authorizethe MGCL: (a) the authorization, issuance or reclassification of any Parity Stock or Senior Stock, or any amendment or alteration of the Company Charter Documents to authorize or create, or increase the number of authorized or issued shares of, or any securities convertible into shares of, or reclassify any security into, issue any Parity Stock (including any increase in the number of authorized or sell any additional issued shares of Series A Preferred Stock, any Parity Stock other than with respect to PIK Dividends) or Senior Stock; (b) the redemption, repurchase or other acquisition of any Junior Stock by the Corporation (provided that, for the avoidance of doubt, the foregoing shall not restrict (i) any repurchase of unvested shares at cost following termination of an employee, advisor or any other class or series of Capital Stock consultant of the Corporation or its Subsidiaries, (ii) repurchases or acquisitions pursuant to the cashless exercise of Company ranking senior toStock Options (as defined in the Investment Agreement) or the forfeiture or withholding of Taxes with respect to Company Stock Options, Company Restricted Shares (as defined in the Investment Agreement), Company PSUs (as defined in the Investment Agreement) or on a parity basis withCompany RSUs (as defined in the Investment Agreement) or (iii) the repurchase, the Preferred Stock as to dividend rights redemption or rights on the distribution other acquisition of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or any securities or derivatives convertible or exercisable into, or exchangeable for, any of the foregoing securitiesshares issued in connection with existing DownREIT arrangements); (c) the consummation incurrence of any voluntary additional Indebtedness by the Corporation or involuntary liquidationits Subsidiaries not otherwise permitted under the Corporation’s Indebtedness Agreements existing on the Closing Date, dissolution as they may be amended, restated, modified, renewed, refunded, replaced (whether upon or winding up after termination or otherwise) or refinanced (including by means of the affairs sales of the Company debt securities) in whole or the filing of a petition under bankruptcy or insolvency lawin part from time to time; (d) the consummation effecting by the Company Corporation or any of its Subsidiaries of any transaction that would constitute voluntary deregistration under the Exchange Act or any voluntary delisting with the NYSE in respect of the Common Stock other than in connection with a Change of Control;Control pursuant to which the Corporation agrees to satisfy, or will otherwise cause the satisfaction, in full of its obligations under Section 9 of these Articles Supplementary; and (e) in connection with any redemptionfinancing transaction or any capital raising transaction, purchasethe issuance of preferred stock, acquisition (either directly senior securities or through securities convertible into preferred stock or senior securities in any Subsidiary) or other liquidating payment relating to, any equity securities Subsidiary of the Company Corporation to any Person that is not the Corporation or a wholly-owned Subsidiary of the Corporation; provided, however, that the authorization, creation or classification of, or the increase in the number of authorized or issued shares of, or any securities convertible into shares of, or the reclassification of any security (other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (fSeries A Preferred Stock) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; (i) creatinginto, or authorizing the creation of, or issuing, or authorizing the issuance of, any Indebtedness that would cause Junior Stock will not require the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to vote the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer Holders of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Series A Preferred Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth above. For purposes of this Section 4.113, the filing in accordance with applicable law of a certificate of designations articles supplementary or any similar document setting forth or changing the designations, powersdesignation, preferences, conversion or other rights, qualificationsvoting powers, restrictions, limitations as to dividends or other distributions, qualifications or terms and restrictions conditions of redemption of any class or series of stock of the Company Corporation shall be deemed an amendment to the Certificate of IncorporationCharter.

Adverse Changes. The prior written vote or consent of each the Holders of a majority of the Charter Stockholdershares of Series A Preferred Stock outstanding at such time, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the Liberty Broadband Stockholder and the Cerberus Stockholder purpose, will be necessary for the Company to for, directly or indirectly effect indirectly, effecting or validate validating any of the following actions, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):: (ai) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including the this Certificate of Designations) or BylawsBylaws that would have an adverse effect on the rights, preferences, privileges or voting power of the Series A Preferred Stock; (bii) any amendment or alteration (whether by merger, consolidation or otherwise) of, or any supplement (whether by a certificate of designations or otherwise) to, the Certificate of Incorporation or any provision thereof, or any other action to authorize, authorize or create, or increase the number of authorized or issued shares of, or any securities convertible into shares of, or reclassify any security into, issue or sell any additional Preferred Stockissue, any Parity Stock or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, or on a parity basis with, the Series A Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or any securities or derivatives convertible or exercisable into, or exchangeable for, any of the foregoing securities;Company; or (c) the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (eiii) any redemptionincrease or decrease (except to cancel or retire shares redeemed, purchase, acquisition (either directly repurchased or through any Subsidiaryconverted) or other liquidating payment relating to, any equity securities of in the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the authorized number of directors on shares of Series A Preferred Stock or issuance of shares of Series A Preferred Stock after the Board Issuance Date, provided that the authorization or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; (i) creating, or authorizing the creation of, or issuingthe increase in the number of authorized or issued shares of, or authorizing any securities convertible into shares of, or the reclassification of any security (other than the Series A Preferred Stock) into, or the issuance of, any Indebtedness that would cause Junior Stock will not require the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer vote of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under Holders pursuant to this Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby‎‎Section 13(b); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth above. For purposes of this Section 4.1‎‎Section 13(b), the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation, provided, however, that the filing of an amendment to, or an amended and restated, certificate of designations for purposes of reducing the number of authorized shares of Series A Preferred Stock or any class or series of stock of the Company then outstanding by the number of such shares that have been cancelled or retired shall not be deemed to be an amendment to the Certificate of Incorporation.

Adverse Changes. The prior written affirmative vote or consent of each the Holders of at least a majority of the Charter Stockholdershares of Series A Preferred Stock outstanding at such time (other than, solely for the Liberty Broadband Stockholder succeeding clauses (ii), (iii) and (iv), Affected Shares), voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the Cerberus Stockholder purpose, will be necessary for the Company to directly effecting or indirectly effect or validate validating any of the following actions, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):: (ai) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including the this Certificate of Designations) or BylawsBylaws that would have an adverse effect on the rights, preferences, privileges or powers (including voting powers) of the Series A Preferred Stock or the Holder thereof; (bii) any amendment or alteration (whether by merger, consolidation or otherwise) of, or any supplement (whether by a certificate of designations or otherwise) to, the Certificate of Incorporation or any provision thereof, or any other action to authorize, authorize or create, or increase the number of authorized or issued shares of, or any securities convertible into shares of, or reclassify any security into, issue or sell any additional Preferred Stockissue, any Parity Stock or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, or on a parity basis with, to the Series A Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or any securities or derivatives convertible or exercisable into, or exchangeable for, any of the foregoing securitiesCompany; (ciii) any increase or decrease in the consummation authorized number of shares of Series A Preferred Stock or issuance of shares of Series A Preferred Stock after the Original Issuance Date; and (iv) any voluntary deregistration or involuntary liquidation, dissolution or winding up delisting of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; Common Stock (d) the consummation by the Company of any transaction that would constitute other than in connection with a Change of Control; ); provided, however, (eA) that, with respect to any redemptionmerger, purchase, acquisition (either directly consolidation or through any Subsidiary) or other liquidating payment relating to, any similar transaction in which the holders of the Series A Preferred Stock receive equity securities with rights, preferences, privileges and powers (including voting power) substantially the same as those of the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement Series A Preferred Stock and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement the certificate of incorporation and bylaws (or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (gequivalent governing documents) changing the nature of the Company’s business surviving entity or successor entity in such transaction do not differ from the Certificate of Incorporation or Bylaws in any manner that would have an adverse effect, in any material respect; , on the rights, preferences, privileges or powers (hincluding voting power) changing the entity classification of the Company for U.S. federal income tax purposes; Series A Preferred Stock or the holders thereof, such holders shall not have any voting rights with respect to such amendment, alteration or repeal pursuant to clause (i) creating, above and (B) that the authorization or authorizing the creation of, or issuingthe increase in the number of authorized or issued shares of, or authorizing the reclassification of any security (other than the Series A Preferred Stock) into, or the issuance of, any Indebtedness that would cause Junior Stock will not require the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer vote of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption holders of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth aboveSeries A Preferred Stock. For purposes of this Section 4.113, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation. Notwithstanding anything to the contrary in this Certificate of Designations, any amendment, alteration or repeal (whether by merger, consolidation, or otherwise) of any provision of the Certificate of Incorporation (including this Certificate of Designations) or Bylaws that adversely affects the Conversion Price, Conversion Rate, Liquidation Preference, Change of Control Redemption, the Mandatory Conversion Price or Change of Control Put Price shall not be effective as to the shares of Series A Preferred Stock held by any Holder without the consent of such Holder.

Adverse Changes. The prior written consent of each of Except as set forth on Schedule 3.7, since the Charter Stockholder--------------- Balance Sheet Date, the Liberty Broadband Stockholder and the Cerberus Stockholder will be necessary for the Company to directly or indirectly effect or validate any of the following actions, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):has not: (a) suffered a Material Adverse Effect or suffered any amendmenttheft, waiverdamage, alteration destruction, or repeal casualty loss in excess of $20,000, to its assets (whether or not covered by merger, consolidation insurance) or otherwise) of suffered any provision destruction of the Certificate of Incorporation (including the Certificate of Designations) or BylawsCompany's books and records; (b) any action to authorizeredeemed or repurchased, create, increase the number of authorized directly or issued shares of, reclassify any security into, issue or sell any additional Preferred Stockindirectly, any Parity Stock shares of capital stock or Senior Stock other equity security or declared, set aside or paid any dividends or made any other class distributions (whether in cash or series in kind) with respect to any shares of Capital Stock of the Company ranking senior toits capital stock or other equity securities, or on a parity basis withwarrants, the Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or any securities or derivatives convertible or exercisable into, or exchangeable for, any of the foregoing securities; (c) the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (e) any redemption, purchase, acquisition (either directly or through any Subsidiary) options or other liquidating payment relating to, any rights to acquire shares of its capital stock or other equity securities of the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; (i) creating, or authorizing the creation of, or issuing, or authorizing the issuance of, any Indebtedness that would cause the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer of the Company; (c) issued, sold or transferred any notes, bonds or other debt securities, any equity securities, any securities convertible, exchangeable or exercisable into shares of its capital stock or other equity securities of the Company; (d) borrowed any amount or incurred or become subject to any Liabilities, except Liabilities incurred in the ordinary course of business that do not exceed $20,000; (e) discharged or satisfied any Lien or paid any Liability, except Liabilities incurred in the ordinary course of business, or prepaid any amount of Liabilities for borrowed money; (f) subjected any portion of its properties or assets to any Lien; (g) sold, leased, assigned or transferred a portion of its tangible or intangible assets (including Intellectual Property (as defined herein)), or canceled (without fair consideration) any material debts or claims owing to it or held by it, or disclosed any confidential information (other than pursuant to agreements requiring the Person to whom the disclosure was made to maintain the confidentiality of, and preserve all rights of the Company in, such confidential information); (h) suffered any extraordinary losses or waived any rights of material value, whether or not in the ordinary course of business; (i) entered into, amended or terminated any Material Contract (as defined herein) or taken any other action or entered into any other transaction other than in the ordinary course of business; (j) entered into any other material transaction, whether or not in the ordinary course of business, or materially changed any business practice; (k) declaring made any cash dividend onother change in employment terms for any of its directors, or making any cash distributions relating toofficers, Junior Stock or Parity Stockand employees outside the ordinary course of business and inconsistent with past practice; (l) adopting a shareholder rights plan that does not exempt such Stockholder conducted its cash management customs and its Affiliates practices other than in the ordinary course of business (including, without limitation, with respect to maintenance of working capital balances, collection of accounts receivable and Permitted Transferees from being an “acquiring person” as a result payment of its holdings as of adoption of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or therebyaccounts payable); (m) entering into, or amending, made any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered capital expenditures that aggregate in the ordinary course excess of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and$20,000; (n) permitting made any significant subsidiary loans or advances to, or guarantees for the benefit of, any Persons; (as such term is defined in Rule 12b-2 under the Exchange Acto) made any payment to any Affiliate of the Company or any Party hereto; or (p) committed or agreed to take any of the foregoing actions that the Company is prohibited from taking as set forth in (a) through (o) above. For purposes of this Section 4.1, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation.

Adverse Changes. The prior written consent of each of the Charter Stockholder, the Liberty Broadband Qurate Stockholder and the Cerberus Stockholder will be necessary for the Company to directly or indirectly effect or validate any of the following actions, whether or not such approval is required pursuant to the DGCL, DGCL for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis): (a) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including the Certificate of Designations) or Bylaws; (b) any action to authorize, create, increase the number of authorized or issued shares of, reclassify any security into, issue or sell any additional Preferred Stock, any Parity Stock or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, or on a parity basis with, the Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or any securities or derivatives convertible or exercisable into, or exchangeable for, any of the foregoing securities; (c) the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (e) any redemption, purchase, acquisition (either directly or through any Subsidiary) or other liquidating payment relating to, any equity securities of the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; (i) creating, or authorizing the creation of, or issuing, or authorizing the issuance of, any Indebtedness that would cause the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity StockStock other than pursuant to the last sentence of Section 3.5(a); (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Agreement, the Certificate of Designations, the Exchange Purchase Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth above. For purposes of this Section 4.1, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation.

Adverse Changes. The prior written vote or consent of each the holders of at least a majority of the Charter Stockholdershares of Series A Convertible Preferred Stock outstanding at such time, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the Liberty Broadband Stockholder and the Cerberus Stockholder will purpose, shall be necessary for the Company to directly effecting or indirectly effect or validate validating any of the following actions, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):: (ai) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Corporation’s certificate of incorporation (including this Certificate of Incorporation (including the Certificate of DesignationsDesignation) or Bylaws;bylaws of the Corporation that would have an adverse effect on the rights, preferences, privileges or voting power of the Series A Convertible Preferred Stock; and (ba) any amendment or alteration (whether by merger, consolidation or otherwise) of, or any supplement (whether by a certificate of designation or otherwise) to, the Corporation’s certificate of incorporation or any provision thereof, or any other action to authorize, authorize or create, or increase the number of authorized or issued shares of, or any securities convertible into shares of, or reclassify any security into, issue or sell any additional Preferred Stock, any Parity Stock Securities or Senior Stock Securities or any other class or series of Capital Stock of the Company Corporation ranking senior to, or on a parity basis with, the Series A Convertible Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company Corporation or (b) the issuance of any Parity Securities, Senior Securities or any securities other class or derivatives convertible or exercisable intoseries of Capital Stock of the Corporation ranking senior to, or exchangeable foron a parity basis with, any of the foregoing securities; (c) Series A Convertible Preferred Stock; provided, however, that the consummation of any voluntary authorization or involuntary liquidation, dissolution or winding up of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (e) any redemption, purchase, acquisition (either directly or through any Subsidiary) or other liquidating payment relating to, any equity securities of the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; (i) creating, or authorizing the creation of, or issuingthe increase in the number of authorized or issued shares of, or authorizing any securities convertible into shares of, or the reclassification of any security (other than the Series A Convertible Preferred Stock) into, or the issuance of, any Indebtedness that would cause Parity Securities or Senior Securities will not require the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer vote of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption holders of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder Series A Convertible Preferred Stock as long as the proceeds from any other restrictions under this Agreementsuch issuance consist entirely of cash and the proceeds (net solely for expenses incurred in such issuance and the repayment of any Material Indebtedness, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of which would prohibit such previously approved transaction in all material respects and (iirepurchase of shares of Series A Preferred Stock) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect are used by the Corporation to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) repurchase shares of the Company to take any of the actions that the Company is prohibited from taking as set forth above. For purposes of this Section 4.1, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of IncorporationSeries A Convertible Preferred Stock.

Adverse Changes. The prior written affirmative vote or consent of each the Holders of at least a majority of the Charter Stockholdershares of Series A Preferred Stock outstanding at such time, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the Liberty Broadband Stockholder and the Cerberus Stockholder purpose, will be necessary for the Company to directly effecting or indirectly effect or validate validating any of the following actions, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):: (ai) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including the this Certificate of Designations) or BylawsBylaws that would materially, adversely and disproportionately affect the rights, preferences, privileges or powers (including voting powers) of the Series A Preferred Stock or the Holder thereof; (bii) any amendment or alteration (whether by merger, consolidation or otherwise) of, or any supplement (whether by a certificate of designations or otherwise) to, the Certificate of Incorporation or any provision thereof, or any other action to authorize, authorize or create, or increase the number of authorized or issued shares of, or any securities convertible into shares of, or reclassify any security into, issue or sell issue, any additional Preferred Senior Stock, any Parity Stock or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, to or on a parity basis with, pari passu with the Series A Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company; (iii) the Company or any securities of its Subsidiaries issuing or derivatives convertible authorizing the issuance of any debt security, if the Company’s Consolidated Total Net Debt following such action would exceed four times the Company’s Consolidated EBITDA for its most recently completed four consecutive fiscal quarters; provided that no consent of the Holders shall be required with respect to the issuance or exercisable into, the authorization of the issuance by the Company or exchangeable for, any of the foregoing securities; (c) the consummation its Subsidiaries of any voluntary debt security issued or involuntary liquidationauthorized by the Company or any of its Subsidiaries to redeem, dissolution repay, repurchase, defease, retire or winding up of the affairs otherwise refinance outstanding indebtedness of the Company or any of its Subsidiaries; provided, further, that no consent of the filing Holders shall be required with respect to any draws or the incurrence of a petition indebtedness by the Company or any of its Subsidiaries under bankruptcy or insolvency lawthe Existing Credit Agreement; (div) the consummation by Company selling, issuing, sponsoring, creating or distributing any digital tokens, cryptocurrency or other blockchain-bassets, or the Company holding more than 10% of any transaction that would constitute a Change of Control;its total cash and cash equivalents in digital tokens, cryptocurrency or other blockchain-based assets; any (ev) any redemption, purchase, acquisition (either directly or through any Subsidiary) or other liquidating payment relating to, any equity securities of the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; (i) creating, or authorizing the creation of, or issuing, or authorizing the issuance of, any Indebtedness that would cause the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company agreeing to take any of the foregoing actions listed in clauses (i) through (iv) of this Section 13(b); provided, however, that, with respect to any merger, consolidation or similar transaction in which the holders of the Series A Preferred Stock receive equity securities with rights, preferences, privileges and powers (including voting power) substantially the same as those of the Series A Preferred Stock and the provisions of the certificate of incorporation and bylaws (or equivalent governing documents) of the surviving entity or successor entity in such transaction do not differ from the Certificate of Incorporation or Bylaws in any manner that would have an adverse effect, in any material respect, on the Company is prohibited from taking as set forth rights, preferences, privileges or powers (including voting power) of the Series A Preferred Stock or the holders thereof, such holders shall not have any voting rights with respect to such amendment, alteration or repeal pursuant to clause (i) above. For purposes of this Section 4.113, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation.

Adverse Changes. The prior written consent So long as any shares of each of the Charter StockholderSeries A Preferred Stock are outstanding, in addition to any other vote required by applicable law, the Liberty Broadband Stockholder and the Cerberus Stockholder will be necessary for the Company to directly or indirectly effect or validate may not take any of the following actions, whether actions without the prior affirmative vote or not such approval is required pursuant to written consent from the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing Holders of at least 10% a majority of the then-issued and outstanding shares of Common Stock (on an as-converted basis):Series A Preferred Stock, voting as a separate class: (ai) any amendmentamend, waiveralter, alteration repeal or repeal otherwise modify (whether by merger, consolidation or otherwise) any provision of the Certificate of Incorporation or Bylaws in a manner that would adversely affect the powers, preferences, rights or privileges of the Series A Preferred Stock; (ii) amend, alter, repeal or otherwise modify (whether by merger, consolidation or otherwise) this Certificate of Designations in any manner; (iii) amend, alter, repeal or otherwise modify (whether by merger, consolidation or otherwise) any provision of the Certificate of Incorporation (including the this Certificate of Designations) ), or Bylaws; take any other action, in each case, to authorize (b) any action to authorize, create, or increase the number of authorized or issued shares of), create, classify, reclassify any security into, or issue or sell any additional Preferred Stock, any Parity Stock (or any additional shares of Series A Preferred Stock) or Senior Stock or Stock; or (iv) solely for so long as Investor A has the rights set forth in Section 4 of the Investor Rights Agreement, other than refinancings of existing Indebtedness on substantially the same commercial terms, for any other class or series given calendar year, incur Indebtedness such that the aggregate amount of Capital Stock Indebtedness of the Company ranking senior to, or on a parity basis with, the Preferred Stock as to dividend rights or rights on the distribution and its Subsidiaries immediately after such incurrence is in excess of assets on any voluntary or involuntary liquidation, dissolution or winding up 105% of the affairs aggregate amount of Indebtedness of the Company or any securities or derivatives convertible or exercisable into, or exchangeable for, any and its Subsidiaries in the prior year as of December 31 (for purposes of [2022],1 the foregoing securities; (c) reference amount of Indebtedness for the consummation prior calendar year shall be the aggregate amount of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Indebtedness of the Company or immediately following the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (e) any redemption, purchase, acquisition (either directly or through any Subsidiary) or other liquidating payment relating to, any equity securities closing of the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee sale of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; (i) creating, or authorizing the creation of, or issuing, or authorizing the issuance of, any Indebtedness that would cause the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect Series A Preferred Stock pursuant to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this A&R Investment Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth above. For purposes of this Section 4.1, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation.

Adverse Changes. The prior written consent So long as any shares of each of the Charter StockholderSeries A Preferred Stock are outstanding, in addition to any other vote required by applicable law, the Liberty Broadband Stockholder and the Cerberus Stockholder will be necessary for the Company to directly or indirectly effect or validate may not take any of the following actions, whether actions without the prior affirmative vote or not such approval is required pursuant to written consent from the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing Holders of at least 10% a majority of the then-issued and outstanding shares of Common Stock (on an as-converted basis):Series A Preferred Stock, voting as a separate class: (ai) any amendmentamend, waiveralter, alteration repeal or repeal otherwise modify (whether by merger, consolidation or otherwise) any provision of the Certificate of Incorporation or Bylaws in a manner that would adversely affect the powers, preferences, rights or privileges of the Series A Preferred Stock; (ii) amend, alter, repeal or otherwise modify (whether by merger, consolidation or otherwise) this Certificate of Designations in any manner; (iii) amend, alter, repeal or otherwise modify (whether by merger, consolidation or otherwise) any provision of the Certificate of Incorporation (including the this Certificate of Designations) ), or Bylaws; take any other action, in each case, to authorize (b) any action to authorize, create, or increase the number of authorized or issued shares of), create, classify, reclassify any security into, or issue or sell any additional Preferred Stock, any Parity Stock (or any additional shares of Series A Preferred Stock) or Senior Stock or Stock; or (iv) solely for so long as Investor A has the rights set forth in Section 4 of the Investor Rights Agreement, other than refinancings of existing Indebtedness on substantially the same commercial terms, for any other class or series given calendar year, incur Indebtedness such that the aggregate amount of Capital Stock Indebtedness of the Company ranking senior to, or on a parity basis with, the Preferred Stock as to dividend rights or rights on the distribution and its Subsidiaries immediately after such incurrence is in excess of assets on any voluntary or involuntary liquidation, dissolution or winding up 105% of the affairs aggregate amount of Indebtedness of the Company or any securities or derivatives convertible or exercisable into, or exchangeable for, any and its Subsidiaries in the prior year as of December 31 (for purposes of [2022],3 the foregoing securities; (c) reference amount of Indebtedness for the consummation prior calendar year shall be the aggregate amount of any voluntary or involuntary liquidation, dissolution or winding up of the affairs Indebtedness of the Company or immediately following the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (e) any redemption, purchase, acquisition (either directly or through any Subsidiary) or other liquidating payment relating to, any equity securities closing of the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee sale of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; (i) creating, or authorizing the creation of, or issuing, or authorizing the issuance of, any Indebtedness that would cause the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect Series A Preferred Stock pursuant to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Investment Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth above. For purposes of this Section 4.1, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation.

Adverse Changes. The prior written consent of each affirmative vote of the Charter StockholderHolders, voting as a separate class, of (x) at least a majority of the Liberty Broadband Stockholder and Series A Preferred Shares outstanding at such time, if given in person or by proxy, at any meeting called for the Cerberus Stockholder purpose or (y) at least three-fourths of the Series A Preferred Shares outstanding at such time, if given by written consent, will be necessary for the Company to directly effecting or indirectly effect or validate validating any of the following actions, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):Act: (ai) any amendment, waiver, alteration or repeal (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) of any provision of the Memorandum of Association, the Bye-Laws or this Certificate of Incorporation (including Designations that would reasonably be expected to adversely affect any of the Certificate rights, preferences or privileges of Designations) or Bylawsthe Series A Preferred Shares; (bii) any amendment or alteration (whether by merger, amalgamation, scheme of arrangement, consolidation or otherwise) of, or any supplement (whether by a certificate of designations or otherwise) to, the Memorandum of Association, the Bye-Laws or any provision thereof, or any other action to authorize, authorize or create, or increase the number of authorized or issued shares of, or any securities convertible into shares of, or reclassify any security into, issue or sell any additional Preferred Stockissue, any Parity Stock or Senior Stock or any other class or series of Capital Stock Shares of the Company ranking senior to, to or on a parity basis with, pari passu with the Series A Preferred Stock Shares as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or Company; or (iii) any securities or derivatives convertible or exercisable intoissuance of additional Series A Preferred Shares, or exchangeable forother than in payment of Dividends on the outstanding Series A Preferred Shares; provided, however, (A) that, with respect to the occurrence of any of the foregoing securities; (c) the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (e) any redemption, purchase, acquisition (either directly or through any Subsidiary) or other liquidating payment relating to, any equity securities of the Company (other than redemptions, purchases or other acquisitions events set forth in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; clause (i) creatingabove, so long as (1) Series A Preferred Shares remain outstanding with the terms thereof materially unchanged, or authorizing (2) the holders of the Series A Preferred Shares receive equity securities with rights, preferences, privileges and voting power substantially the same as those of the Series A Preferred Shares, then the occurrence of such event shall not be deemed to adversely affect such rights, preferences, privileges or voting power of the Series A Preferred Shares, and in such case such holders shall not have voting rights under this Section 13(b) with respect to the occurrence of any of the events set forth in clause (i) above and (B) that the authorization or creation of, or issuingthe increase in the number of authorized or issued shares of, or authorizing any securities convertible into shares of, or the reclassification of any security (other than the Series A Preferred Shares) into, or the issuance of, any Indebtedness that would cause Junior Shares will not require the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer vote of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption holders of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth above. For purposes of this Section 4.1, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of IncorporationSeries A Preferred Shares.

Adverse Changes. The prior written affirmative vote or consent of each the Holders of at least a majority of the Charter Stockholdershares of Series B Preferred Stock outstanding at such time (other than, solely for the Liberty Broadband Stockholder succeeding clauses (ii), (iii) and (iv), Affected Shares), voting together as a separate class, given in person or by proxy, either by consent without a meeting or by vote at any meeting called for the Cerberus Stockholder purpose, will be necessary for the Company to directly effecting or indirectly effect or validate validating any of the following actions, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):: (ai) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including the this Certificate of Designations) or BylawsBylaws that would have an adverse effect on the rights, preferences, privileges or powers (including voting powers) of the Series B Preferred Stock or the Holder thereof; (bii) any amendment or alteration (whether by merger, consolidation or otherwise) of, or any supplement (whether by a certificate of designations or otherwise) to, the Certificate of Incorporation or any provision thereof, or any other action to authorize, authorize or create, or increase the number of authorized or issued shares of, or any securities convertible into shares of, or reclassify any security into, issue or sell any additional Preferred Stockissue, any Parity Stock or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, or on a parity basis with, to the Series B Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or any securities or derivatives convertible or exercisable into, or exchangeable for, any of the foregoing securitiesCompany; (ciii) any increase or decrease in the consummation authorized number of shares of Series B Preferred Stock or issuance of shares of Series B Preferred Stock other than the issuance of shares of Series B Preferred Stock not in excess of the initially authorized number of shares of Series B Preferred Stock; and (iv) any voluntary deregistration or involuntary liquidation, dissolution or winding up delisting of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; Common Stock (d) the consummation by the Company of any transaction that would constitute other than in connection with a Change of Control; ); provided, however, (eA) that, with respect to any redemptionmerger, purchase, acquisition (either directly consolidation or through any Subsidiary) or other liquidating payment relating to, any similar transaction in which the holders of the Series B Preferred Stock receive equity securities with rights, preferences, privileges and powers (including voting power) substantially the same as those of the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement Series B Preferred Stock and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement the certificate of incorporation and bylaws (or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (gequivalent governing documents) changing the nature of the Company’s business surviving entity or successor entity in such transaction do not differ from the Certificate of Incorporation or Bylaws in any manner that would have an adverse effect, in any material respect; , on the rights, preferences, privileges or powers (hincluding voting power) changing the entity classification of the Company for U.S. federal income tax purposes; Series B Preferred Stock or the holders thereof, such holders shall not have any voting rights with respect to such amendment, alteration or repeal pursuant to clause (i) creating, above and (B) that the authorization or authorizing the creation of, or issuingthe increase in the number of authorized or issued shares of, or authorizing the reclassification of any security (other than the Series B Preferred Stock) into, or the issuance of, any Indebtedness that would cause Junior Stock will not require the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer vote of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption holders of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth aboveSeries B Preferred Stock. For purposes of this Section 4.113, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation. Notwithstanding anything to the contrary in this Certificate of Designations, any amendment, alteration or repeal (whether by merger, consolidation, or otherwise) of any provision of the Certificate of Incorporation (including this Certificate of Designations) or Bylaws that adversely affects the Conversion Price, Conversion Rate, Liquidation Preference, the Change of Control Put right, the Mandatory Conversion Price or Change of Control Put Price shall not be effective as to the shares of Series B Preferred Stock held by any Holder without the consent of such Holder.

Adverse Changes. The prior written vote or consent of each the Holders of at least a majority of the Charter Stockholdershares of Series B Preferred Stock outstanding at such time, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the Liberty Broadband Stockholder and the Cerberus Stockholder purpose, will be necessary for the Company to directly effecting or indirectly effect or validate validating any of the following actions, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):: (ai) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including the this Certificate of Designations) or BylawsBylaws that would have an adverse effect on the rights, preferences, privileges or voting power of the Series B Preferred Stock or the Holder thereof; (bii) any amendment or alteration (whether by merger, consolidation or otherwise) of, or any supplement (whether by a certificate of designations or otherwise) to, the Certificate of Incorporation or any provision thereof, or any other action to authorize, authorize or create, or increase the number of authorized or issued shares of, or any securities convertible into shares of, or reclassify any security into, issue or sell any additional Preferred Stockissue, any Parity Stock or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, or on a parity basis with, the Series B Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company Company; and (iii) any increase or any securities decrease in the authorized number of shares of Series B Preferred Stock or derivatives convertible or exercisable intoissuance of shares of Series B Preferred Stock after the Issuance Date. provided, or exchangeable forhowever, (A) that, with respect to the occurrence of any of the foregoing securities; (c) the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (e) any redemption, purchase, acquisition (either directly or through any Subsidiary) or other liquidating payment relating to, any equity securities of the Company (other than redemptions, purchases or other acquisitions events set forth in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; clause (i) creatingabove, so long as (1) the Series B Preferred Stock remains outstanding with the terms thereof materially unchanged, or authorizing (2) the holders of the Series B Preferred Stock receive equity securities with rights, preferences, privileges and voting power substantially the same as those of the Series B Preferred Stock, then the occurrence of such event shall not be deemed to adversely affect such rights, preferences, privileges or voting power of the Series B Preferred Stock, and in such case such holders shall not have any voting rights with respect to the occurrence of any of the events set forth in clause (i) above and (B) that the authorization or creation of, or issuingthe increase in the number of authorized or issued shares of, or authorizing any securities convertible into shares of, or the reclassification of any security (other than the Series B Preferred Stock) into, or the issuance of, any Indebtedness that would cause Junior Stock will not require the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to vote the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer holders of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Series B Preferred Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth above. For purposes of this Section 4.113, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation.

Adverse Changes. The prior written consent of each of the Charter Stockholder, the Liberty Broadband Stockholder and the Cerberus Stockholder will be necessary for the Company to directly or indirectly effect or validate any of the following actions, whether or not such approval is required pursuant to the DGCL, DGCL for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis): (a) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including the Certificate of Designations) or Bylaws; (b) any action to authorize, create, increase the number of authorized or issued shares of, reclassify any security into, issue or sell any additional Preferred StockStock (other than issuances of additional Preferred Stock as payment for accrued dividends in accordance with the Certificate of Designations), any Parity Stock or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, or on a parity basis with, the Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or any securities or derivatives convertible or exercisable into, or exchangeable for, any of the foregoing securities; (c) the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of ControlControl (excluding in connection with any issuance of Common Stock or additional Preferred Stock as payment for accrued dividends in accordance with the Certificate of Designations); (e) any redemption, purchase, acquisition (either directly or through any Subsidiary) or other liquidating payment relating to, any equity securities of the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; (i) creating, or authorizing the creation of, or issuing, or authorizing the issuance of, any Indebtedness that would cause the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity StockStock other than pursuant to Section 3.5(a); (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Agreement, the Certificate of Designations, the Exchange Purchase Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth above. For purposes of this Section 4.1, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation.

Adverse Changes. The prior written vote or consent of each the Holders of at least a majority of the Charter Stockholdershares of Series A Preferred Stock outstanding at such time, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the Liberty Broadband Stockholder and the Cerberus Stockholder purpose, will be necessary for the Company to directly effecting or indirectly effect or validate validating any of the following actions, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):: (ai) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including the this Certificate of Designations) or Bylaws;By-Laws that would have an adverse effect on the rights, preferences, privileges or voting power of the Series A Preferred Stock or the Holders thereof in any material respect; provided, that for the avoidance of doubt, any merger, consolidation, or similar transaction shall not be deemed to have such an adverse effect so long as (A) the Series A Preferred Stock remains outstanding with the terms thereof materially unchanged or the holders of the Series A Preferred Stock receive equity securities with rights, preferences, privileges and voting power substantially the same as those of the Series A Preferred Stock, and (B) the provisions of the certification of incorporation or bylaws (or equivalent governing documents) of the surviving entity or successor entity in such transaction do not differ from the Certificate of Incorporation or Bylaws in any manner that would have an adverse effect on the rights, preferences, privileges or voting power of the Series A Preferred Stock or such replacement equity securities or the Holders thereof in any material respect; provided, further, to the extent that a Holder elects to exercise its Change of Control Put, or the Company elects to exercise its Change of Control Call, pursuant to Section 9(c), such Holder shall not have voting rights hereunder in respect of any amendment, alteration or repeal relating to such transaction. (bii) any amendment or alteration (whether by merger, consolidation or otherwise) of, or any supplement (whether by a certificate of designations or otherwise) to, the Certificate of Incorporation or any provision thereof, or any other action to authorize, authorize or create, or increase the number of authorized or issued shares of, or any securities convertible into shares of, or reclassify any security into, issue or sell any additional Preferred Stockissue, any Parity Stock or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, or on a parity basis with, the Series A Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or any securities or derivatives convertible or exercisable into, or exchangeable for, any of the foregoing securities;Company; and (c) the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company or the filing of a petition under bankruptcy or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (eiii) any redemption, purchase, acquisition (either directly increase or through any Subsidiary) decrease in the authorized number of shares of Series A Preferred Stock or other liquidating payment relating to, any equity securities issuance of shares of Series A Preferred Stock after the Company (Original Issuance Date other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contract, benefit plan or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (fSection 4(c) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature of upon the Company’s business in any material respect; (h) changing election to pay PIK Dividends. provided, however, that the entity classification of the Company for U.S. federal income tax purposes; (i) creating, authorization or authorizing the creation of, or issuingthe increase in the number of authorized or issued shares of, or authorizing the reclassification of any security (other than the Series A Preferred Stock) into, or the issuance of, any Indebtedness that would cause Junior Stock will not require the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to vote the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer holders of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Series A Preferred Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions under this Agreement, the Certificate of Designations, the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth above. For purposes of this Section 4.113, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation.

Adverse Changes. The prior written affirmative vote or consent of each the Holders of at least a majority of the Charter Stockholdershares of Series A Preferred Stock outstanding at such time, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the Liberty Broadband Stockholder and the Cerberus Stockholder purpose, will be necessary for the Company to directly effecting or indirectly effect or validate any of the following actionsvalidating, whether or not such approval is required pursuant to the DGCL, for as long as such Stockholder beneficially owns Voting Stock representing at least 10% of the outstanding shares of Common Stock (on an as-converted basis):: (ai) any amendment, waiver, alteration or repeal (whether by merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including this Certificate of Designations), Bylaws, or FOAEC LLCA that would reasonably be expected to have a materially adverse and disproportionate effect on the rights, preferences, privileges or powers (including voting powers) of the Series A Preferred Stock or the Holders as Holders thereof; provided, however, that, with respect to any merger, consolidation or similar transaction other than a Change of Control in which the holders of the Series A Preferred Stock receive equity securities with rights, preferences, privileges and powers (including voting power) substantially the same as those of the Series A Preferred Stock and the provisions of the certificate of incorporation and bylaws (or equivalent governing documents) of the surviving entity or successor entity in such transaction do not differ from the Certificate of DesignationsIncorporation or Bylaws in any manner that would have an adverse effect, in any material respect, on the rights, preferences, privileges or powers (including voting power) of the Series A Preferred Stock or Bylaws;the holders thereof, such holders shall not have any voting rights as a separate class with respect to such amendment, alteration or repeal; or (bii) any action to authorize, create, increase the number of authorized or issued shares of, reclassify any security into, issue or sell any additional Preferred Stock, any Parity Stock or Senior Stock or any other class or series of Capital Stock of the Company ranking senior to, or on a parity basis with, the Preferred Stock as to dividend rights or rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of entry by the Company or its Subsidiaries into a transaction or agreement with any securities or derivatives convertible or exercisable into, or exchangeable for, any “Related Person” as defined under Item 404(a) of Regulation S-K except in compliance with the foregoing securities;Company’s Policy Regarding Transactions with Related Persons; and (ciii) the consummation of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of entry by the Company or the filing of its Subsidiaries into a petition under bankruptcy transaction or insolvency law; (d) the consummation by the Company of any transaction that would constitute a Change of Control; (e) any redemptionagreement which would, purchase, acquisition (either directly or through any Subsidiary) or other liquidating payment relating to, any equity securities of the Company (other than redemptions, purchases or other acquisitions in accordance with the net settlement and net exercise features in any employment contractmaterial respect, benefit plan violate the terms of or other similar arrangement with or for the benefit of current or former employees, officers, directors or consultants); (f) increasing or decreasing the number of directors on the Board or the number of directors on the compensation committee or nomination and governance committee of the Board (except result in accordance with the provisions of this Agreement or for purposes of effectuating the appointment right of a Stockholder in Section 2.1); (g) changing the nature breach of the Company’s business in any material respect; (h) changing the entity classification of the Company for U.S. federal income tax purposes; (i) creating, or authorizing the creation of, or issuing, or authorizing the issuance of, any Indebtedness that would cause the Company’s Leverage Ratio to exceed 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (j) hiring, terminating or replacing the Chief Executive Officer of the Company; (k) declaring any cash dividend on, or making any cash distributions relating to, Junior Stock or Parity Stock; (l) adopting a shareholder rights plan that does not exempt such Stockholder and its Affiliates and Permitted Transferees from being an “acquiring person” as a result of its holdings as of adoption of the shareholder rights plan (it being understood that such exemption need not relieve any Stockholder from any other restrictions obligations under this Agreement, the Certificate of Designations, Designations and the Exchange Agreements or any other document contemplated hereby or thereby); (m) entering into, or amending, any Related Party Transaction (other than any such transaction substantially comparable to a previously approved transaction with Investment Agreement and/or FOAEC’s obligations under the same party entered in the ordinary course of business on terms that are no less favorable to the Company in the aggregate than (i) the terms of such previously approved transaction in all material respects and (ii) terms that could have been reached with an unrelated third party on a negotiated, arm’s-length basis); provided that any consent FOAEC LLCA with respect to such Related Party Transaction shall not be unreasonably withheld, conditioned or delayed; and (n) permitting any significant subsidiary (as such term is defined in Rule 12b-2 under the Exchange Act) of the Company to take any of the actions that the Company is prohibited from taking as set forth aboveOpCo Mirror Preferred Units. For purposes of this Section 4.113, the filing in accordance with applicable law of a certificate of designations or any similar document setting forth or changing the designations, powers, preferences, rights, qualifications, limitations and restrictions of any class or series of stock of the Company shall be deemed an amendment to the Certificate of Incorporation.