Common use of Issuance of Rights Certificates Clause in Contracts

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall be evidenced by the certificates representing the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquired.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify issued in respect of all Common Shares that are issued after the Rights Agent in writing upon Record Date but prior to the occurrence earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN NEW ERA OF NETWORKS, INC. AND BANKBOSTON, N.A. AS THE RIGHTS AGENT, DATED AS OF AUGUST 5, 1998 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF NEW ERA OF NETWORKS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. NEW ERA OF NETWORKS, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or prior to (ii) the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurred.Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Rights Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates representing the for shares of Class A Common Stock or Class B Common Stock, registered in the names of the holders of shares of Common Stock (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record holders thereof ownership of such shares) (which certificates representing such shares of Class A Common Stock and/or Class B or book entries for Common Stock shall also be deemed also to be Rights Certificatescertificates or book entries for Rights) and not by separate certificates (or book entries), (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Class A Common Stock and/or Class B Common Stock Stock) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Class A Common Stock and/or Class B and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock represented by such certificates. (b) On or as Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a stockholder list together with all other relevant information. As soon as practicable after the Record DateRights Agent is notified of the Distribution Date and receives such information, the Company shall Rights Agent will send by first first-class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the Rights Certificates, the Company as shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such dateRights Certificates and the Rights shall be transferable separately from the Common Stock. (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to Purchase Preferred Stockany record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued by the Company issued, without any further action, in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company become outstanding (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped onalso be deemed to be certificates for Rights, impressed upon, printed on, written on, or otherwise affixed to them and shall bear a legend substantially in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement between Charter CommunicationsTruBridge, Inc. (the “Company”) and Mellon Investor Services LLCComputershare Trust Company, N.A. (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of August 14March 26, 2007 2024, as the same may be amended or supplemented from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights AgreementCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may (as defined in the Rights Agreement) shall be evidenced by separate certificates and will no longer be evidenced by this certificate. Charter Communications, Inc. shall The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or were beneficially owned by was an Acquiring Person or any Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) may or certain transferees of an Acquiring Person or of any such Related Person will become null and voidvoid and will no longer be transferable. (d) Any Rights Certificate issued pursuant With respect to this Section 3 or Section 21 hereof that represents Rights beneficially owned any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by an Acquiring Person applicable law. With respect to such certificates containing the foregoing legend, or any notice of its Associates the foregoing legend delivered to record holders of book-entry shares, until the earlier of (i) the Distribution Date or Affiliates (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and any Rights Certificate issued at any time upon registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights Common Stock represented by this Rights Certificate are such certificates or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in book-entries shall also constitute the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) transfer of the Rights Agreement. (e) As promptly as practicable after associated with the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificatescertificates or book entries. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or acquiredenforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN METACREATIONS CORPORATION AND BANKBOSTON, N.A., AS THE RIGHTS AGENT, DATED AS OF JULY 27, 1998, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF METACREATIONS CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. METACREATIONS CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or prior to (ii) the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN SYNOPSYS, INC. AND BANKBOSTON N. A., AS THE RIGHTS AGENT, DATED AS OF OCTOBER 24, 1997 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF SYNOPSYS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. SYNOPSYS, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or prior to (ii) the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company’s transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN COPART, INC. Until AND EQUISERVE TRUST COMPANY, N.A., AS THE RIGHTS AGENT, DATED AS OF MARCH 6, 2003 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF COPART, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) The Rights in respect of the issued and outstanding Common Shares will be issued and become effective on the Record Date. A Common Share and the Right or Rights issued or to be issued hereunder in respect thereof will not be separately transferable until the date (the “Distribution Date”) which is the earlier of (i) the close of business on the tenth day after the Share Acquisition Date (or, if the tenth day after the Share Acquisition Date occurs before the Record Date, the close of business on the Record Date) or (ii) the close of business on the tenth Business Day (or such later time and day as may be determined by action of the Board of Directors of the Company prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person (other than the Company, any wholly-owned Subsidiary of the Company or any employee benefit plan of the Company or of any Subsidiary of the Company or any entity holding Common Shares for or pursuant to the terms of any such plan) of, or first public announcement of the intention of any such Person to commence, a tender or exchange offer, the consummation of which would result in any Person becoming the Table of Contents Beneficial Owner of an Acquiring Block (including any such date which is after the date of this Agreement and prior to the issuance of the Rights). Prior to the Distribution Date, each holder of Common Shares will be the holder of the Rights associated with each such share so held, except as otherwise provided in Section 7(e). Until the Distribution Date, (i) the Rights issued from time to time hereunder shall be evidenced collectively by one or more certificates (the certificates representing the shares of Class A Common Stock or Class B Common Stock, “Rights Certificates”) delivered to and registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer name of the Rights associated with Agent, as Rights Agent under this Agreement; but the shares issuance of Class A Common Stock and/or Class B Common Stock the Rights hereunder shall not be affected by any failure to deliver a new or replacement Rights Certificate to the Rights Agent in respect thereof. The initial Rights Certificate and any additional or replacement Rights Certificates delivered to the Rights Agent shall, prior to the Distribution Date, have a legend set forth on the face thereof to the effect that the Rights represented by such certificates. (b) On or as promptly thereby shall not be exercisable until the Distribution Date. As soon as practicable after the Record DateCompany has notified the Rights Agent of the occurrence of the Distribution Date (and subsequently with respect to each issuance of Post-Distribution Shares Bearing Rights), the Company shall send Rights Agent will send, by first first-class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock Shares as of the Close close of Business business on the Distribution Date (or the date of issuance in the case of Post-Distribution Shares Bearing Rights), at the address of such holder shown on the records of the Company, a Rights Certificate, in substantially the form of Exhibit B hereto, evidencing one Right for each Common Share so held. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. The failure to mail any such Rights Certificate shall not affect the legality or validity of the Rights. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights to Purchase Preferred Shares in substantially the form attached hereto as Exhibit C (the “Summary of Rights”), by first-class, postage prepaid mail, to Table of Contents each record holder of Common Shares as of the close of business on the Record Date, at the address of such holder shown on the records of the Company as of such date, Company. The failure to send a copy of a Summary of Rights to Purchase Preferred Stockshall not affect the legality or validity of the Rights. (c) Rights shall be Certificates for Common Shares issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date date of the Original Rights Agreement but prior to the earlier earliest of the Distribution Date and or the Redemption Date or the Final Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock Date shall have stamped impressed on, impressed upon, printed on, written on, on or otherwise affixed to them a legend in substantially the following formlegend (which may, however, conform to the variations in wording appearing in Section 3(c) of the Original Rights Agreement, in Section 3(c) of the First Restated Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation in Section 3(c) of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: Second Restated Agreement): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Charter CommunicationsCircuit City Stores, Inc. and Mellon Investor Services LLCNorwest Bank Minnesota, N.A. (the “Rights Agent”), dated as of August April 14, 2007 1998, as the same may be amended or supplemented from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter CommunicationsCircuit City Stores, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may will be evidenced by separate certificates and will no longer be evidenced by this certificate. Charter CommunicationsThe Rights will expire at the close of business on April 14, 2008 unless exercised or redeemed prior thereto. Circuit City Stores, Inc. shall will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are issued to, or were beneficially owned by held by, any Person who is, was or becomes an Acquiring Person or Table of Contents any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby , whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void in void. Until the circumstances specified in Section 11(a)(ii) earlier of the Rights Agreement. (e) As promptly as practicable after Distribution Date or the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Final Expiration Date, the Rights associated with the Common Shares represented by certificates for Common Shares whether or not containing the foregoing legend shall be represented solely evidenced by such Rights Certificates. The Company certificates alone and registered holders of Common Shares shall promptly notify also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights Agent in writing upon associated with the occurrence of the Distribution Date and, if Common Shares represented by such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Daycertificates. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution DateDate with the effect that such Common Shares cease to be outstanding, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredretired.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT BETWEEN INTRAWARE, INC. Until AND COMPUTERSHARE INVESTOR SERVICES LLC, AS THE RIGHTS AGENT, DATED AS OF JUNE 22, 2006 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF INTRAWARE, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID AND MAY NOT THEREAFTER BE EXERCISED OR TRANSFERRED. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurred. (f) Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A SECOND AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT BETWEEN TCSI CORPORATION AND REGISTRAR AND TRANSFER COMPANY, AS THE RIGHTS AGENT, DATED AS OF OCTOBER 17, 2001, AS AMENDED FROM TIME TO TIME (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF TCSI CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. TCSI CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or prior to (ii) the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PROBUSINESS SERVICES, INC. Until AND WELLS FARGO BANK, MN N.A., AS THE RIGHTS AGENT, DATED AS OF AU▇▇▇▇ 8, 2001, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PROBUSINESS SERVICES, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. PROBUSINESS SERVICES, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company’s transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors of the Company by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN INFOGROUP INC AND ▇▇▇▇▇ FARGO BANK, N.A., AS THE RIGHTS AGENT, DATED AS OF MAY 4, 2009 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF INFOGROUP INC. Until UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), certificates for Rights) or by the current ownership statements issued with respect to uncertificated shares of Common Stock in lieu of such certificates (“Ownership Statements”) (which Ownership Statements shall be deemed also to be certificates for Rights) and (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first classsend, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights to Purchase Preferred Stockassociated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in each case together with the Summary of Rights. Until the Distribution Date, the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, and, to the extent provided in Section 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed uponon, printed on, written on, or otherwise affixed to them a legend in substantially the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: “This certificate [certificate/statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between Charter CommunicationsUniTek Global Services, Inc. and Mellon Investor Services American Stock Transfer & Trust Company, LLC, dated as of August 1428, 2007 2014 and as amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter CommunicationsUniTek Global Services, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this [certificate/statement]. Charter CommunicationsUniTek Global Services, Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void.” With respect to such certificates or Ownership Statements containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates or Ownership Statements shall be represented by such certificates or Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sentsent (and the Rights Agent will, by first classif requested, insuredand if provided with all necessary information, postage prepaid mailsend), in accordance with Section 25 hereof, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Companyan Acquiring Person), a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that an adjustment in the Company purchases or otherwise acquires any shares after the Record Date but prior to the Distribution Date, any number of Rights associated with such shares per share of Class A Common Stock and/or Class B Common Stock shall be deemed canceled and retired so that the Company shall not be entitled has been made pursuant to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquired.Section 11(i) or

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN MYPO▇▇▇▇.▇▇▇, ▇▇C. AND WELL▇ ▇▇▇GO SHAREHOLDER SERVICES, AS THE RIGHTS AGENT, DATED AS OF DECEMBER 13, 2000, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF MYPO▇▇▇▇.▇▇▇, ▇▇C. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. Until MYPO▇▇▇▇.▇▇▇, ▇▇C. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced by the certificates representing for the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof of the Common Stock (which certificates representing such shares of Class A Common Stock and/or Class B for Common Stock shall also be deemed also to be Rights Certificates)certificates for Rights) and not by separate certificates, (ii) and the Rights shall will be transferable transferred with and only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class mail, insured, postage prepaid, to each record holder of the Common StockStock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (iiib) The Company will make available a copy of a Summary of Rights, in substantially the surrender form attached hereto as Exhibit B (the “Summary of Rights”), to any holder of Rights who may so request from time to time. With respect to certificates for the Common Stock outstanding as of the Record Date or issued subsequent to the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Subject to Section 22 hereof, Rights shall be issued by the Company in respect of all shares of Class A Common Stock which are outstanding on the Record Date and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be which are issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped onalso be deemed to be certificates for Rights, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially and shall bear the following form, legend (or as may be the legend required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which under the shares of Class A Common Stock may from time to time be listed or quoted: 1987 Agreement): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 Xerox Corporation (the "“Company”) and the Rights Agent thereunder (the “Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights AgreementCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may will be evidenced by separate certificates and will no longer be evidenced by this certificate. Charter Communications, Inc. shall The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are issued to, or were beneficially owned by held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may , whether currently held by or on behalf of such Person or by any subsequent holder of such Rights, shall become null and void in void. With respect to such certificates containing the circumstances specified in Section 11(a)(iiforegoing legend (or the legend required under the 1987 Agreement), until the earlier of (i) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, Date or (ii) the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be represented solely evidenced by such Rights Certificates. The Company shall promptly notify certificates alone and the Rights Agent in writing upon the occurrence registered holders of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed canceled the registered holders of the associated Rights, and retired so that the Company transfer of any of such certificates shall not be entitled to exercise any also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. At the time of the distribution of the Rights Certificates, the Board of Directors may, at its discretion, distribute Rights to the holders of any series of preferred stock which is convertible into shares of Class A the Company’s Common Stock and/or Class B on the basis of the number of shares of Common Stock so purchased or acquiredinto which such shares of preferred stock are convertible.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ARTISAN COMPONENTS, INC. Until AND EQUISERVE TRUST COMPANY, N.A., AS THE RIGHTS AGENT, DATED AS OF DECEMBER 12, 2001 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ARTISAN COMPONENTS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN AVANEX CORPORATION AND EQUISERVE TRUST COMPANY, N.A, AS THE RIGHTS AGENT, DATED AS OF JULY, 26, 2001, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF AVANEX CORPORATION UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. Until AVANEX CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurred. (f) Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the Rights shall will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will promptly notify the Rights Agent thereof, will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested and presented with a shareholder list by first the transfer agent of the Common Shares, send) by first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CYMER, INC. (THE "COMPANY") AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS THE RIGHTS AGENT, DATED AS OF FEBRUARY 13, 1998, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or prior to (ii) the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificatesfor Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A THIRD AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT BETWEEN TCSI CORPORATION AND REGISTRAR AND TRANSFER COMPANY, AS THE RIGHTS AGENT, DATED AS OF NOVEMBER 12, 2002, AS AMENDED FROM TIME TO TIME (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF TCSI CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. TCSI CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or prior to (ii) the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage- prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC. Until AND COMPUTER SHARE TRUST COMPANY, INC. AS THE RIGHTS AGENT, DATED AS OF DECEMBER 7, 2000, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. ▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), certificates for Rights) or by the current ownership statements issued with respect to uncertificated shares of Common Stock in lieu of such certificates (“Ownership Statements”) (which Ownership Statements shall be deemed also to be certificates for Rights) and (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first classsend, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights to Purchase Preferred Stockassociated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in each case together with the Summary of Rights. Until the Distribution Date, the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date, and, to the extent provided in Section 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed uponon, printed on, written on, or otherwise affixed to them a legend in substantially the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement Tax Asset Protection Plan between Charter Communications, AOL Inc. and Mellon Investor Services LLCComputershare Trust Company, N.A., dated as of August 1427, 2007 2012 and as amended from time to time (the "Rights Agreement"“Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, AOL Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights AgreementPlan. Under certain circumstances, as set forth in the Rights AgreementPlan, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this [certificate/statement]. Charter Communications, AOL Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights AgreementPlan, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights AgreementPlan, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights AgreementPlan) may become null and void. With respect to such certificates or Ownership Statements containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates or Ownership Statements shall be represented by such certificates or Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sentsent (and the Rights Agent will, by first classif requested, insuredand if provided with all necessary information and documents, postage prepaid mailat the expense of the Company, send), in accordance with Section 25 hereof, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Companyan Acquiring Person), a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (fe) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquired.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, 11 the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date and(or, if such notification is given orallyearlier, the Company Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall confirm same in writing on or prior to also constitute the next Business Day. Until such notice is received by transfer of the Rights Agent, associated with the Rights Agent may presume conclusively that the Distribution Date has not occurredCommon Shares represented thereby. (fc) In Unless the event Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that the Company purchases or otherwise acquires any shares are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date or, in certain circumstances provided in Section 22 hereof, after the Distribution Date, any Rights associated with . Certificates representing such shares of Class A Common Stock and/or Class B Common Stock Shares shall also be deemed canceled to be certificates for Rights, and retired so that shall bear the Company shall not be entitled to exercise any Rights associated with the shares of Class following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A Common Stock and/or Class B Common Stock so purchased or acquired.FIRST AMENDED AND RESTATED PREFERRED SHARES RIGHTS AGREEMENT BETWEEN PEOPLESOFT, INC. AND BANKBOSTON, N.A., AS THE RIGHTS AGENT, DATED AS OF DECEMBER 16, 1997, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PEOPLESOFT, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. PEOPLESOFT, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to paragraph (b) of this Section 3) by the certificates representing for the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof of the Common Stock (which certificates representing such shares of Class A Common Stock and/or Class B for Common Stock shall also be deemed also to be Rights Certificates)certificates for Rights) and not by separate certificates, and (ii) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. On and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common StockStock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (iii) as defined in Section 7 hereof), the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be deemed to be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be are issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date and, in certain circumstances as provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed also be deemed to them a legend in substantially be certificates for the following form, or associated Rights upon the same basis as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the previously issued certificates for shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in represent the Rights Agreement between Charter Communicationsassociated with such shares. With respect to such certificates, Inc. and Mellon Investor Services LLC, dated as until the earlier of August 14, 2007 (i) the "Rights Agreement")Distribution Date or (ii) the Expiration Date, the terms of which are hereby incorporated herein Rights associated with the Common Stock represented by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may certificates shall be evidenced by separate such certificates alone and no longer registered holders of Common Stock shall also be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy registered holders of the Rights Agreementassociated Rights, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, certificates shall be subject to and contain a legend in substantially also constitute the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) transfer of the Rights Agreement. (e) As promptly as practicable after associated with the Distribution Date, Common Stock represented by such certificates. If the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A acquires any Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares after the Record Date but prior to before the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredthat is no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced by the certificates representing for the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof of the Common Stock (which certificates representing such shares of Class A Common Stock and/or Class B for Common Stock shall also be deemed also to be Rights Certificates)certificates for Rights) and not by separate certificates, (ii) and the Rights shall will be transferable transferred with and only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class mail, insured, postage prepaid, to each record holder of the Common StockStock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (iiib) The Company will make available a copy of a Summary of Rights, in substantially the surrender form attached hereto as Exhibit B (the "Summary of Rights"), to any holder of Rights who may so request from time to time. With respect to certificates for the Common Stock outstanding as of the Record Date or issued subsequent to the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Subject to Section 22 hereof, Rights shall be issued by the Company in respect of all shares of Class A Common Stock which are outstanding on the Record Date and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be which are issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped onalso be deemed to be certificates for Rights, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially and shall bear the following form, legend (or as may be the legend required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which under the shares of Class A Common Stock may from time to time be listed or quoted: 1987 Agreement): This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. Xerox Corporation (the "Company") and Mellon Investor Services LLC, dated as of August 14, 2007 the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights AgreementCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may will be evidenced by separate certificates and will no longer be evidenced by this certificate. Charter Communications, Inc. shall The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are issued to, or were beneficially owned by held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may , whether currently held by or on behalf of such Person or by any subsequent holder of such Rights, shall become null and void in void. With respect to such certificates containing the circumstances specified in Section 11(a)(iiforegoing legend (or the legend required under the 1987 Agreement), until the earlier of (i) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, Date or (ii) the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be represented solely evidenced by such Rights Certificates. The Company shall promptly notify certificates alone and the Rights Agent in writing upon the occurrence registered holders of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed canceled the registered holders of the associated Rights, and retired so that the Company transfer of any of such certificates shall not be entitled to exercise any also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. At the time of the distribution of the Rights Certificates, the Board of Directors may, at its discretion, distribute Rights to the holders of any series of preferred stock which is convertible into shares of Class A the Company's Common Stock and/or Class B on the basis of the number of shares of Common Stock so purchased or acquiredinto which such shares of preferred stock are convertible.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN SYBASE, INC. Until AND AMERICAN STOCK TRANSFER AND TRUST COMPANY, AS THE RIGHTS AGENT, DATED AS OF JULY 31, 2002 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF SYBASE, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CIPHERGEN BIOSYSTEMS, INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS THE RIGHTS AGENT, DATED AS OF MARCH 20, 2002 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF CIPHERGEN BIOSYSTEMS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. CIPHERGEN BIOSYSTEMS, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or prior to the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) Shortly following the Record Date, the Company sent a copy of the summary of rights attached to the Original Agreement to each record holder of California Bancshares Common Stock as of the Close of Business on the Record Date. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with such summary of rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear substantially the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN SILICON VALLEY BANCSHARES AND ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A., AS THE RIGHTS AGENT, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF SILICON VALLEY BANCSHARES. Until UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. SILICON VALLEY BANCSHARES WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to Shares. Until the earlier of the Distribution Date and or the Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms surrender for transfer of which are hereby incorporated herein by reference and a copy of which is on file at certificates for Common Shares shall also constitute the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy surrender for transfer of the Rights Agreement, as in effect on 8 associated with the date of mailing, without charge promptly after receipt of a written request thereforCommon Shares represented thereby. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN THE GYMBOREE CORPORATION AND THE FIRST NATIONAL BANK OF BOSTON, AS THE RIGHTS AGENT, DATED AS OF MARCH 17, 1997, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE GYMBOREE CORPORATION. Until UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE GYMBOREE CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT 9 WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company’s transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ALTIGEN COMMUNICATIONS, INC. Until AND COMPUTERSHARE TRUST COMPANY, N.A., AS THE RIGHTS AGENT, DATED AS OF APRIL 21, 2009 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ALTIGEN COMMUNICATIONS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID AND MAY NOT THEREAFTER BE EXERCISED OR TRANSFERRED. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of paragraph (b) or (c) of this Section 3) by the certificates representing balances indicated in the shares book-entry account system of Class A the transfer agent for the Common Stock or Class B Common Stock, registered in the names of the record holders thereof of the Common Stock (which shares of Common Stock shall also be deemed to represent certificates for Rights) or, in the case of certificated shares, the certificates for the Common Stock registered in the names of the holders of the Common Stock (which certificates representing such shares of Class A Common Stock and/or Class B for Common Stock shall also be deemed to be Rights Certificatescertificates for Rights), and not by separate certificates, and (ii) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock(including a transfer to the Company). As soon as practicable after the Distribution Date, and (iii) the surrender for transfer Rights Agent will send by first-class, insured, postage-prepaid mail, to each record holder of any certificates representing such shares of Class A the Common Stock and/or Class as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in respect the number of which Rights have per share of Common Stock has been issued shall also constitute made pursuant to Section 11(p) hereof, at the transfer time of distribution of the Rights associated Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the shares of Class A Common Stock and/or Class B Common Stock represented Distribution Date, the Rights will be evidenced solely by such certificatesRights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close Record Date a copy of Business on a Summary of Rights, in substantially the Record Dateform attached hereto as Exhibit C (the “Summary of Rights”), at the address of such holder shown on the records of the Company as of such date, a copy of a . The Company will make available the Summary of Rights to Purchase Preferred any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by the balances indicated in the book-entry account system of the transfer agent for the Common Stock or, in the case of certificated shares, such certificates for the Common Stock, and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be which are issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates representing such Date and shall bear the following legends: (i) Confirmation and account statements sent to holders of shares of Class A Common Stock and Class B in book-entry form (which shares of Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed also be deemed to them a legend in substantially represent certificates for Rights) shall bear the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the legend: “The shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles Stock, par value $0.01 per share, of Solutia Inc. (the “Company”) entitle the holder hereof to certain Rights as set forth in the 382 Rights Agreement between Charter Communications, Inc. the Company and Mellon Investor Services LLC, the Rights Agent thereunder (the “Rights Agent”) dated as of August 14July 27, 2007 2009, as it may be amended, restated, renewed or extended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights AgreementAgent. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may will be evidenced by separate certificates and will no longer be evidenced by the shares to which this statement relates. The Rights Agent will mail to the holder of shares to which this statement relates a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights Beneficially Owned (as such term is defined in the Rights Agreement) by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void.” With respect to shares of Common Stock in book-entry form for which there has been sent a confirmation or account statement containing the foregoing legend, until the earlier of (A) the Distribution Date or (B) the Expiration Date, the Rights associated with the Common Stock represented by such shares of Common Stock shall be evidenced by such shares of Common Stock alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such shares of Common Stock shall also constitute the transfer of the Rights associated with such shares of Common Stock. (ii) In the case of certificated shares, certificates representing shares of Common Stock (which certificates shall also be deemed to be certificates for Rights) shall bear the following legend if such certificates are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date: “This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the 382 Rights Agreement between Solutia Inc. (the “Company”) and the Rights Agent thereunder (the “Rights Agent”) dated as of July 27, 2009, as it may be amended, restated, renewed or extended from time to time (the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal offices of the Rights Agent. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. Charter Communications, Inc. shall The Rights Agent will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are Beneficially Owned (as such term is defined in the Rights Agreement) by any Person who is, was or were beneficially owned by becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby , whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void in void.” With respect to such certificates containing the circumstances specified in Section 11(a)(iiforegoing legend, until the earlier of (A) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, Date or (B) the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be represented solely evidenced by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence certificates alone and registered holders of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed canceled the registered holders of the associated Rights, and retired so that the Company transfer of any of such certificates shall not be entitled to exercise any also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredrepresented by such certificates.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage- prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN COST PLUS, INC. (THE "COMPANY") AND BANKBOSTON, N.A., AS THE RIGHTS AGENT, DATED AS OF JUNE 30, 1998, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECU TIVE OFFICES OF THE COMPANY. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or prior to (ii) the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN J.D. EDWARDS & COMPANY AND COMPUTERSHARE TRUST COMPANY, INC., ▇▇ ▇▇▇ ▇▇▇▇TS AGENT, DATED AS OF OCTOBER 22, 2001 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF J.D. EDWARDS & COMPANY. Until UNDER CERTAIN CIRCUMSTANCES, AS SET F▇▇▇▇ ▇▇ ▇▇▇ RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PINNACLE SYSTEMS, INC. AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS THE RIGHTS AGENT, DATED AS OF DECEMBER 12, 1996, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PINNACLE SYSTEMS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. PINNACLE SYSTEMS, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or prior to (ii) the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage- prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Distribution Date. Upon conversion of Class A Common Stock of the Company shall confirm same in writing on or prior to into Common Stock of the next Business Day. Until such notice is received by the Rights AgentCompany, the Rights Agent may presume conclusively that associated with such shares of Class A Common Stock will become associated with shares of Common Stock issued upon such conversion. Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN INTEGRATED PROCESS EQUIPMENT CORP. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, AS THE RIGHTS AGENT, DATED AS OF MARCH 5, 1997, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF INTEGRATED PROCESS EQUIPMENT CORP. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. INTEGRATED PROCESS EQUIPMENT CORP. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date has not occurredor (ii) the Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), certificates for Rights) or by the current ownership statements issued with respect to uncertificated shares of Common Stock in lieu of such certificates (“Ownership Statements”) (which Ownership Statements shall be deemed also to be certificates for Rights) and (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first classsend, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights to Purchase Preferred Stockassociated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in each case together with the Summary of Rights. Until the Distribution Date, the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, and, to the extent provided in Section 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed uponon, printed on, written on, or otherwise affixed to them a legend in substantially the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: “This certificate [certificate/statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement by and between Charter CommunicationsRubicon Technology, Inc. and Mellon Investor Services American Stock Transfer & Trust Company, LLC, dated as of August 14December 18, 2007 2017 and as amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter CommunicationsRubicon Technology, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this [certificate/statement]. Charter CommunicationsRubicon Technology, Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void.” With respect to such certificates or Ownership Statements containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates or Ownership Statements shall be represented by such certificates or Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sentsent (and the Rights Agent will, if requested by first classthe Company in writing, insuredand if provided with all necessary information, postage prepaid mailsend), in accordance with Section 25 hereof, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Companyan Acquiring Person), a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (fe) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquired.

Issuance of Rights Certificates. ‌ (a) Until the Distribution Date, (ix) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates representing for the Common Stock (or by notation in the respective accounts, for Book Entry shares of Class A Common Stock or Class B Common Stock, ) registered in the names of the record holders thereof of the Common Stock (which certificates representing such shares of Class A Common Stock and/or Class B for Common Stock shall also be deemed also to be Rights Certificates)certificates for Rights) and not by separate certificates or book entry, and (iiy) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from including a transfer to the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, and the Rights Agent shall countersign will countersign, and the Company shall Rights Agent will (if provided with all necessary information) send or cause to be sent, by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A the Common Stock and Class B Common Stock, as of the Close close of Business business on the Distribution Date, at the address of such holder shown on the records of the Company, a one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificate representing Certificates”), evidencing one (1) Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the Business Day next Business Dayfollowing. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (fb) In connection with the event that adoption of each of the Original Agreement and the First A&R Agreement, the Company purchases made available a copy of a summary of rights in substantially the form attached as Exhibit C thereto (the “Original Summary of Rights”) to any holder of Rights who so requested from time to time prior to the date hereof, which Original Summary of Rights has been amended in substantially the form attached hereto as Exhibit C (the “Summary of Rights”). The Company will make available, as promptly as practicable following the date hereof, a copy of a Summary of Rights, to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates or otherwise acquires Book Entry shares for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock (or in the case of Book Entry shares of Common Stock, the notations in the respective accounts) and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing shares of Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with such shares of Common Stock. (c) Rights shall be issued in respect of all shares of Common Stock which are issued after the Record Date but prior to the earlier of the Distribution Date or the Expiration Date. Certificates and Book Entries representing such shares of Common Stock shall also be deemed to be certificates for Rights, and shall bear a legend in substantially the following form: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Elah Holdings, Inc. (the “Company”) and Computershare Inc. (the “Rights Agent”) dated as of November 2, 2020 (as it may from time to time be supplemented or amended, the “Rights Agreement”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the office of the Rights Agent designated for such purpose. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge, promptly after receipt of a written request therefor. Under certain circumstances set forth in the Rights Agreement, Rights issued to, or held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. With respect to any Book Entry shares of Common Stock, such legend shall be included in the Ownership Statement in respect of such shares of Common Stock. With respect to such certificates containing the foregoing legend, or any Ownership Statement containing the foregoing legend delivered to holders of Book Entry shares of Common Stock, until the earlier of (i) the Distribution Date or (ii) the Expiration Date, any the Rights associated with the Common Stock represented by such certificates or such Book Entry shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled evidenced by such certificates or such Book Entry shares of Common Stock (including any Ownership Statement) alone and retired so that registered holders of Common Stock shall also be the Company registered holders of the associated Rights, and the transfer of any of such certificates or Book Entry shares of Common Stock shall not be entitled to exercise any also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredrepresented by such certificates.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), certificates for Rights) or by the current ownership statements issued with respect to uncertificated shares of Common Stock in lieu of such certificates (“Ownership Statements”) (which Ownership Statements shall be deemed also to be certificates for Rights) and (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first classsend, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights to Purchase Preferred Stockassociated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in each case together with the Summary of Rights. Until the Distribution Date, the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, and, to the extent provided in Section 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed uponon, printed on, written on, or otherwise affixed to them a legend in substantially the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: “This certificate [certificate/statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Section 382 Rights Agreement between Charter Communications, Special Diversified Opportunities Inc. and Mellon Investor Services American Stock Transfer & Trust Company, LLC, dated as of August 14April 28, 2007 2016 and as amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Special Diversified Opportunities Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this [certificate/statement]. Charter Communications, Special Diversified Opportunities Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void.” With respect to such certificates or Ownership Statements containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates or Ownership Statements shall be represented by such certificates or Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sentsent (and the Rights Agent will, by first classif requested, insuredand if provided with all necessary information, postage prepaid mailsend), in accordance with Section 25 hereof, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Companyan Acquiring Person), a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (fe) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquired.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN BROCADE COMMUNICATIONS SYSTEMS, INC. Until AND WELLS FARGO BANK, MN N.A., AS THE RIGHTS AGENT, DATED AS OF FE▇▇▇▇▇Y 7, 2002, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF BROCADE COMMUNICATIONS SYSTEMS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. BROCADE COMMUNICATIONS SYSTEMS, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall be evidenced represented (subject to Section 3(b)) by the certificates representing the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Stock, Class B Common Stock or Class C Common Stock shall also be deemed to be Rights Certificates), (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Stock, Class B Common Stock or Class C Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Stock, Class B Common Stock, or Class C Common Stock or in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Stock, Class B Common Stock or Class C Common Stock represented by such certificates. (b) On On, or as promptly as reasonably practicable after after, the Record Date, the Company Rights Agent, on the Company’s behalf, shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Stock, Class B Common Stock or Class C Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock in substantially the form attached as Exhibit C. With respect to certificates for Class A Common Stock, Class B Common Stock or Class C Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be represented by such certificates registered in the names of the holders thereof together with the Summary of Rights. Failure to provide notice of the Summary of Rights on a timely basis or at all, or to have and hold a copy of such Summary of Rights, shall not invalidate the Rights or impact their transfer with the underlying shares of Class A Common Stock, Class B Common Stock or Class C Common Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Stock, Class B Common Stock or Class C Common Stock (other than any shares of Class A Common Stock and Stock, Class B Common Stock or Class C Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, provided that pursuant to Section 21 hereof, Rights may be issued after the Distribution Date and before the Expiration Date. Certificates representing such shares of Class A Common Stock and Stock, Class B Common Stock or Class C Common Stock shall have stamped on, impressed uponon, printed on, written on, or otherwise affixed to them a legend, in addition to any legend required by the MGCL, the Company’s Charter or the Company’s bylaws, in substantially the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock national securities exchange or transaction reporting system on which the shares of Class A Common Stock, Class B Common Stock or Class C Common Stock may from time to time be listed or quoted: This certificate also evidences represents and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter CommunicationsBimini Capital Management, Inc. and Mellon Investor Services LLCBroadridge Corporate Issuer Solutions, Inc., dated as of August 14December 21, 2007 2015 and as amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter CommunicationsBimini Capital Management, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced represented by separate certificates and no longer be evidenced represented by this certificate. Charter CommunicationsBimini Capital Management, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sentsent (and the Rights Agent will, if requested, and if provided with all necessary information, send), by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock, Class B Common Stock and Class B C Common Stock, as of the Close of Business on the Distribution DateDate (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Stock, Class B Common Stock and Class C Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Stock, Class B Common Stock and Class C Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Stock, Class B Common Stock and Class C Common Stock so purchased or acquired.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the Rights shall will be transferable only in connection with the transfer of the underlying shares Common Shares. Until the earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company’s transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors of the Company by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: “THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN INTERWAVE COMMUNICATIONS INTERNATIONAL LTD. Until AND ▇▇▇▇▇ FARGO BANK MINNESOTA, N.A., AS THE RIGHTS AGENT, DATED AS OF DECEMBER 2, 2003 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF INTERWAVE COMMUNICATIONS INTERNATIONAL LTD. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID.” With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify issued in respect of all Common Shares that are issued after the Rights Agent in writing upon Record Date but prior to the occurrence earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN PROXIM, INC. AND THE FIRST NATIONAL BANK OF BOSTON, AS THE RIGHTS AGENT, DATED AS OF MARCH 31, 1997, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PROXIM, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. PROXIM, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or prior to the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurred.Common Shares represented by such (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage- prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN TCSI CORPORATION AND BANKBOSTON, N.A., AS THE RIGHTS AGENT, DATED AS OF FEBRUARY 16, 1999, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF TCSI CORPORATION. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. TCSI CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or prior to (ii) the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to paragraph (b) of this Section 3) by the certificates representing for the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof of the Common Stock (which certificates representing such shares of Class A Common Stock and/or Class B for Common Stock shall also be deemed also to be Rights Certificates)certificates for Rights) and not by separate certificates, and (ii) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more right certificates in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. On and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common StockStock as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (iii) as defined in Section 7 hereof), the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be are issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date and, in certain circumstances as provided in Section 22 of this Agreement, after the Distribution Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped onalso be deemed to be certificates for Rights, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially and shall bear the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quotedlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter CommunicationsFrontier Airlines, Inc. (the "Company") and Mellon Investor Services LLCAmerican Securities Transfer & Trust, Inc. (the "Rights Agent") dated as of August 14February 20, 2007 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by this reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights AgreementCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may will be evidenced by separate certificates and will no longer be evidenced by this certificate. Charter Communications, Inc. shall The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are issued to or were beneficially owned held by any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby , whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void in void. With respect to such certificates containing the circumstances specified in Section 11(a)(iiforegoing legend, until the earlier of (i) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, Date or (ii) the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be represented solely evidenced by such Rights Certificates. The Company certificates alone and registered holders of Common Stock shall promptly notify also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights Agent in writing upon associated with the occurrence of the Distribution Date and, if Common Stock represented by such notification is given orally, certificates. If the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares Common Stock after the Record Date but prior to before the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredthat is no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN THIRD WAVE TECHNOLOGIES, INC. Until AND EQUISERVE TRUST COMPANY N.A., AS THE RIGHTS AGENT, DATED AS OF OCTOBER 24, 2001, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THIRD WAVE TECHNOLOGIES, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THIRD WAVE TECHNOLOGIES, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN AN AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT BETWEEN EPICOR SOFTWARE CORPORATION (THE "COMPANY") AND MELLON INVESTOR SERVICES LLC AS THE RIGHTS AGENT, DATED AS OF NOVEMBER 13, 2001 (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY. Until UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN SUN MICROSYSTEMS AND THE RIGHTS AGENT (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF SUN MICROSYSTEMS, INC. Until UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, : (i) the Rights shall will be evidenced (subject to subsection (b)) by the certificates representing for the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof of the Common Stock (which certificates representing such shares of Class A Common Stock and/or Class B for Common Stock shall also be deemed also to be Rights Certificates)certificates for Rights) and not by separate certificates, and (ii) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of the holder shown on the records of the Company, one or more rights certificates in substantially the form of Exhibit A (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided in this Agreement. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. On and after the Distribution Date, the Rights will be evidenced solely by the Rights Certificates. (b) As promptly as practicable following the Record Date, the Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, to each record holder of the Common StockStock as of the close of business on the Record Date, at the address of the holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by the certificates for the Common Stock and the registered holders of the Common Stock shall also be registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (iii) as defined in Section 7), the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the those shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be are issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date and, in certain circumstances as provided in Section 22, after the Distribution Date. Certificates representing such those shares of Class A Common Stock and Class B Common Stock shall have stamped onalso be deemed to be certificates for Rights, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially and shall bear the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quotedlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. ▇.▇. ▇▇▇▇▇▇ Company (the "Company") and Mellon Investor Services LLC, American Stock Transfer & Trust Company (the "Rights Agent") dated as of August 14May 15, 2007 1997 (the "Rights Agreement"), the terms of which are hereby incorporated herein by this reference and a copy of which is on file at the principal executive offices office of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights AgreementCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer will be evidenced by this certificate. Charter Communications, Inc. shall The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are issued to or were beneficially owned held by any Person who is or was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms terns are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby , whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void in void. With respect to certificates containing the circumstances specified in Section 11(a)(iiforegoing legend, until the earlier of (i) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, Date or (ii) the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be represented solely evidenced by such Rights Certificates. The Company certificates alone and registered holders of Common Stock shall promptly notify also be the registered holders of the associated Rights, and the transfer of any such certificates shall also constitute the transfer of the Rights Agent in writing upon associated with the occurrence of the Distribution Date and, if Common Stock represented by such notification is given orally, certificates. If the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares Common Stock after the Record Date but prior to before the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled and retired so retires to that the Company shall not be entitled to exercise any Rights rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredthat is no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of 3(b) hereof) by the certificates representing for the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof of the Common Stock (which certificates representing such shares of Class A Common Stock and/or Class B for Common Stock shall also be deemed also to be Rights Certificates)certificates for Rights) and not by separate certificates, and (ii) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) including a transfer to the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly Company). As soon as practicable after the Record Distribution Date, the Company shall Rights Agent will send by first first-class, insured, postage prepaid mail, to each record holder of the Common Stock as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights Certificates, evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Right Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and an amount in cash calculated in accordance with Section 14(a) hereof is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) On December 12, 1996 or as soon as practicable thereafter, the Company will send a copy of a Summary of Rights, by first- class, postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company Company. With respect to certificates for Common Stock outstanding as of the Close of Business on December 12, 1996, until the Distribution Date, the Rights will be evidenced by such date, certificates for shares of Common Stock registered in the names of the holders thereof (together with a copy of the Summary of Rights). Until the Distribution Date (or the earlier Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding at the Close of Business on the Record Date, with or without a copy of the Summary of Rights to Purchase Preferred Stockattached thereto, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. (c) Rights shall be Certificates issued by the Company in respect of all for shares of Class A Common Stock and Class B Common Stock (other than any including, without limitation, certificates issued upon transfer, exchange or replacement of shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasuryStock) after December 12, 1996 but before the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and the Final Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock Date shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially bear the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quotedlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter CommunicationsPenederm Incorporated and ChaseMellon Shareholder Services, Inc. and Mellon Investor Services LLCL.L.C., as Rights Agent, dated as of August 14November 20, 2007 1996 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights AgreementPenederm Incorporated. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may will be evidenced by separate certificates and will no longer be evidenced by this certificate. Charter Communications, Inc. shall Penederm Incorporated will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are issued to, or were beneficially owned by held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby , whether held by or on behalf of such Person or by any subsequent holder, may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided hereinvoid. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that If the Company purchases or otherwise acquires any shares Common Stock after the Record Date December 12, 1996 but prior to before the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B that Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B which are no longer outstanding. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date and (ii) the Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be evidenced by such certificates alone and registered holders of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights associated with the Common Stock represented by such certificates. If the Company purchases or acquires any Common Stock after December 12, 1996 but before the Distribution Date, any Rights associated with such Common Stock shall be deemed canceled so purchased or acquiredthat the Company shall not be entitled to exercise any Rights associated with the Common Stock which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE SECOND AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN ADAPTEC, INC. AND With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or prior to (ii) the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced by the certificates representing for the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof of the Common Stock (which certificates representing such shares of Class A Common Stock and/or Class B for Common Stock shall also be deemed also to be Rights Certificates)certificates for Rights) and not by separate certificates, (ii) and the Rights shall will be transferable transferred with and only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class mail, insured, postage prepaid, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit A hereto (the "Rights Certificates"), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(a)(i) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed, and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will send a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit B (the "Summary of Rights"), by first-class, postage prepaid mail, upon the written request of any holder of Common Stock, as of the close of business on the Record Date, at the address of such holder shown on the records of the Company. With respect to certificates for the Common Stock outstanding as of the Record Date or issued subsequent to the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates for the Common Stock and (iii) the surrender for registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date, the transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Subject to Section 22 hereof, Rights shall be issued by the Company in respect of all shares of Class A Common Stock which are outstanding on the Record Date and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be which are issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped onalso be deemed to be certificates for Rights, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially and shall bear the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quotedlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter CommunicationsToys "R" Us, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 the Rights Agent thereunder (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter CommunicationsToys "R" Us, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may will be evidenced by separate certificates and will no longer be evidenced by this certificate. Charter CommunicationsToys "R" Us, Inc. shall will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring issued to any Person or any Affiliate or Associate of who becomes an Acquiring Person (as such terms are defined in the Rights Agreement) may shall become null and void. (d) Any Rights Certificate issued pursuant . With respect to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon such certificates containing the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Personforegoing legend, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after until the Distribution Date, the Rights associated with the Common Stock represented by such certificates shall be represented solely evidenced by such Rights Certificates. The Company certificates alone and the registered holders of Common Stock shall promptly notify also be the registered holders of the associated Rights, and the transfer of any of such certificates shall also constitute the transfer of the Rights Agent in writing upon associated with the occurrence of the Distribution Date and, if Common Stock represented by such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Daycertificates. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed to be canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A such Common Stock and/or Class B Common Stock so purchased or acquiredwhich are no longer outstanding.

Issuance of Rights Certificates. (a) Until the earlier of the Distribution Date and the Expiration Date, (i) with respect to shares of Common Stock outstanding as of the Rights Record Date, or which become outstanding subsequent to the Record Date, the Rights, unless earlier expired, redeemed or terminated, shall be evidenced by the certificates representing the for shares of Class A Common Stock or Class B Common Stock, registered in the names of the holders of shares of Common Stock (or, in the case of uncertificated shares of Common Stock, by the book-entry account that evidences record holders thereof ownership of such shares) (which certificates representing such shares of Class A Common Stock and/or Class B or book entries for Common Stock shall also be deemed also to be Rights Certificatescertificates or book entries for Rights) and not by separate certificates (or book entries), (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates certificate representing shares of Common Stock (or, in the case of uncertificated shares of Common Stock, the effectuation of a book-entry transfer of such shares of Class A Common Stock and/or Class B Common Stock Stock) in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Class A Common Stock and/or Class B and (iii) the Rights will be transferable only in connection with the transfer of the underlying shares of Common Stock represented by such certificates. (b) On or as Stock. The Company shall promptly notify the Rights Agent of a Distribution Date and request its transfer agent to give the Rights Agent a shareholder list together with all other relevant information. As soon as practicable after the Record DateRights Agent is notified of the Distribution Date and receives such information, the Company shall Rights Agent will send by first first-class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Distribution Date, at the address of such holder shown on the records of the Company, one or more Rights certificates, in substantially the form of Exhibit A (the “Rights Certificate”), evidencing one Right for each share of Common Stock so held, subject to adjustment as provided herein. In the event that any adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, at the time of distribution of the Rights Certificates, the Company as of such dateshall make the necessary and appropriate rounding adjustments (in accordance with (b) Following the Record Date, the Company will make available, or cause to be made available, a copy of a Summary of Rights Rights, in substantially the form attached as Exhibit B (the “Summary of Rights”), to Purchase Preferred Stockany record holder of Common Stock (other than any Acquiring Person or any Related Person of any Acquiring Person) who may so request, from time to time, prior to the Expiration Date. (c) Rights shall be issued by the Company issued, without any further action, in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company become outstanding (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date; provided, however, that Rights also shall be issued to the extent provided in Section 22 hereof. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped onalso be deemed to be certificates for Rights, impressed upon, printed on, written on, or otherwise affixed to them and shall bear a legend substantially in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the Rights Agreement between Charter CommunicationsSouthwest Airlines Co. (the “Company”) and Equiniti Trust Company, Inc. and Mellon Investor Services LLCLLC (or any successor Rights Agent), as rights agent (the “Rights Agent”) dated as of August 14July 2, 2007 2024, as the same may be amended or supplemented from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights AgreementCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may (as defined in the Rights Agreement) shall be evidenced by separate certificates and will no longer be evidenced by this certificate. Charter Communications, Inc. shall The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, any Rights that are Beneficially Owned by any Person who is or were beneficially owned by was an Acquiring Person or any Affiliate or Associate a Related Person of an Acquiring Person (as such terms are defined in the Rights Agreement) may or certain transferees of an Acquiring Person or of any such Related Person will become null and voidvoid and will no longer be transferable. (d) Any Rights Certificate issued pursuant With respect to this Section 3 or Section 21 hereof that represents Rights beneficially owned any book-entry shares of Common Stock, such legend in substantially similar form shall be included in a notice to the record holder of such shares to the extent required by an Acquiring Person applicable law. With respect to such certificates containing the foregoing legend, or any notice of its Associates the foregoing legend delivered to record holders of book-entry shares, until the earlier of (i) the Distribution Date or Affiliates (ii) the Expiration Date, the Rights associated with such shares of Common Stock represented by such certificates or registered in book-entry form shall be evidenced by such certificates alone, or such registration in book-entry form, and any Rights Certificate issued at any time upon registered holders of such shares of Common Stock shall also be the registered holders of the associated Rights, and the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights Common Stock represented by this Rights Certificate are such certificates or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in book-entries shall also constitute the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) transfer of the Rights Agreement. (e) As promptly as practicable after associated with the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificatescertificates or book entries. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased that are no longer outstanding. The omission of any legend described in this Section 3 shall not affect the status, validity or acquiredenforceability of any part of this Agreement or the rights of any holder of the Rights. (e) Notwithstanding any other provision hereof, the Company and the Rights Agent may amend this Agreement to provide for uncertificated Rights in addition to or in lieu of Rights evidenced by Rights Certificates, to the extent permitted by applicable law.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall be evidenced (subject to Section 3(b) and Section 3(c) hereof) by the certificates representing the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificatescertificates for Rights) or in the case of uncertificated shares of Common Stock registered in book entry form (“Book Entry Shares”), by notation in book entry together with current ownership statements issued with respect to such uncertificated shares in lieu of such certificates (“Ownership Statements”) (which Ownership Statements shall be deemed also to be certificates for Rights) and (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first classsend, postage prepaid mailin accordance with Section 25 hereof, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights. With respect to shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights to Purchase Preferred Stockassociated with such shares of Common Stock will be evidenced by the certificate or Ownership Statement for such shares of Common Stock registered in the names of the holders thereof, in each case together with the Summary of Rights. Until the Distribution Date, the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (c) Rights shall shall, without any further action, be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date, and, to the extent provided in Section 21 hereof, after the Distribution Date. Certificates and Ownership Statements representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed uponon, printed on, written on, or otherwise affixed to them a legend in substantially the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate [certificate/statement] also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement Tax Asset Protection Plan between Charter CommunicationsAdvanced Emissions Solutions, Inc. and Mellon Investor Services LLCComputershare Trust Company, N.A. (or the successor Rights Agent thereunder) dated as of August 14May 5, 2007 2017 and as amended from time to time (the "Rights Agreement"“Plan”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter CommunicationsAdvanced Emissions Solutions, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights AgreementPlan. Under certain circumstances, as set forth in the Rights AgreementPlan, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this [certificate/statement]. Charter CommunicationsAdvanced Emissions Solutions, Inc. shall mail to the holder of this certificate [certificate/statement] a copy of the Rights AgreementPlan, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights AgreementPlan, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights AgreementPlan) may become null and void. With respect to such certificates or Ownership Statements containing the foregoing legend, until the Distribution Date, the Rights associated with the shares of Common Stock represented by such certificates or Ownership Statements shall be represented by such certificates or Ownership Statements alone and the surrender for transfer of any certificate or Ownership Statement for shares of Common Stock shall also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or Ownership Statement. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign (either by manual or facsimile signature) and the Company shall send or cause to be sentsent (and the Rights Agent will, by first classif requested, insuredand if provided with all necessary information and documents, postage prepaid mailat the expense of the Company, send), in accordance with Section 25 hereof, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address Date (other than an Acquiring Person or any Associate or Affiliate of such holder shown on the records of the Companyan Acquiring Person), a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(i) or Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall not be required to issue Rights Certificates evidencing fractional Rights but may, in lieu thereof, make the necessary and appropriate rounding adjustments (in accordance with Section 13(a) hereof) so that Rights Certificates evidencing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such written notice is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that the Distribution Date has not occurred. (fe) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled cancelled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquired.

Issuance of Rights Certificates. (a) Until Prior to the Distribution Date, (i) the Rights shall will be evidenced by the certificates representing for the shares of Class A Common Stock or Class B Common Stock, and not by separate Rights Certificates (as hereinafter defined) and the registered in the names holders of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates)the registered holders of the associated Rights, and (ii) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Class A Common Stock. As soon as practicable after the Record Date, the Company will send a copy of the Summary of Rights substantially in the form of Exhibit B hereto, by first-class mail, postage prepaid, to each record holder of the Common Stock and/or Class B Common Stockas of the close of business on the Record Date at the address of such holder shown on the records of the Company. Prior to the Distribution Date (or, and (iii) if earlier, the Expiration Date), the surrender for transfer of any certificates representing such shares of Class A certificate for Common Stock and/or Class B Common Stock in respect outstanding on the Record Date, with or without a copy of which Rights have been issued the Summary of Rights, shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificatesthereby. (b) On or as promptly As soon as practicable after the Record DateCompany has notified the Rights Agent of the occurrence of the Distribution Date and has provided the Rights Agent with a list of the holders of the Company’s Common Stock, the Company shall send Rights Agent will send, by first classfirst-class insured mail, postage prepaid mailprepaid, to each record holder of shares of Class A Common Stock and Class B the Common Stock as of the Close close of Business business on the Record DateDistribution Date (other than any Acquiring Person or any Affiliate or Associate thereof), at the address of such holder shown on the records of the Company Company, one or more Rights Certificates evidencing one Right (subject to adjustment as provided herein) for each share of such date, a copy of a Summary Common Stock so held. If an adjustment in the number of Rights per share of Common Stock has been made pursuant to Purchase Preferred StockSection 11 the Company shall, at the time of distribution of the Rights Certificates, make the necessary and appropriate rounding adjustments (in accordance with Section 14(a)) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. From and after the Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock outstanding as of the Record Date or issued (other than any shares on original issuance or out of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. In addition, in connection with the issuance or sale of shares of Common Stock following the Distribution Date and prior to the Expiration Date, the Company (i) shall, with respect to shares of Common Stock so issued or sold (x) pursuant to the exercise of stock options or under any employee plan or arrangement or (y) upon the exercise, conversion or exchange of other securities issued by the Company prior to the Distribution Date and (ii) may, in any other case, if deemed necessary or appropriate by the Board, issue Rights Certificates representing the appropriate number of Rights in connection with such shares issuance or sale; provided that no such Rights Certificate shall be issued if, and to the extent that, (i) the Company shall be advised by counsel that such issuance would create a significant risk of Class A material adverse tax consequences to the Company or the Person to whom such Rights Certificate would be issued or (ii) appropriate adjustment shall otherwise have been made in lieu of the issuance thereof. (d) Certificates issued for Common Stock after the Record Date but prior to the earlier of the Distribution Date and Class B Common Stock the Expiration Date shall have stamped impressed on, impressed upon, printed on, written on, on or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quotedlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the a Rights Agreement between Charter CommunicationsBayou Steel Corporation (the "Company") and Continental Stock Transfer & Trust Company dated May 27, Inc. 2004 and Mellon Investor Services LLC, dated as of August 14, 2007 amended from time to time (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. the Company. The Rights are not exercisable prior Company will mail to the occurrence holder of certain events specified in this certificate a copy of the Rights AgreementAgreement without charge promptly after receipt of a written request therefor. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate, may be redeemed or exchanged or may expire. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as As set forth in the Rights Agreement, Rights that are issued to, or were beneficially owned by an Acquiring Person or held by, any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who is, was or becomes an Acquiring Person or an Affiliate or an Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby , whether currently held by or on behalf of such Person or by any subsequent holder, may become be null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreementvoid. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquired.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company’s transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN CATALYST SEMICONDUCTOR, INC. Until AND COMPUTERSHARE TRUST COMPANY, N.A., AS THE RIGHTS AGENT, DATED AS OF DECEMBER 21, 2006 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF CATALYST SEMICONDUCTOR, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares specifies to the contrary, Rights shall be issued in respect of all Common Shares that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyCommon Shares shall also be deemed to be certificates for Rights, and shall bear the Company shall confirm same in writing on following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN ROS▇ ▇▇STEMS, INC. AND BANKBOSTON, N.A., AS THE RIGHTS AGENT, DATED AS OF SEPTEMBER 4, 1998, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF ROS▇ ▇▇STEMS, INC. UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. ROS▇ ▇▇STEMS, INC. WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such certificates containing the foregoing legend, until the earlier of (i) the Distribution Date or prior to (ii) the next Business Day. Until such notice is received by the Rights AgentExpiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (ix) the Rights shall will be evidenced (subject to the provisions of paragraph (b) of this Section 3) by the certificates representing for the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof of the Common Stock (which certificates representing such shares of Class A Common Stock and/or Class B for Common Stock shall also be deemed also to be Rights Certificates)certificates for Rights) and not by separate certificates, and (iiy) the Rights shall will be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class (including a transfer to the Company). As soon as practicable after the Distribution Date, the Rights Agent will send by first-class, insured, postage-prepaid mail, to each record holder of the Common Stock as of the close of business on the Distribution Date, at the address of such holder shown on the records of the Company, one or more rights certificates, in substantially the form of Exhibit B hereto (the “Rights Certificates”), evidencing one Right for each share of Common StockStock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11(p) hereof, at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (iiiin accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the surrender Distribution Date, the Rights will be evidenced solely by such Rights Certificates. (b) The Company will make available, as promptly as practicable following the Record Date, a copy of a Summary of Rights, in substantially the form attached hereto as Exhibit C (the “Summary of Rights”) to any holder of Rights who may so request from time to time prior to the Expiration Date. With respect to certificates for the Common Stock outstanding as of the Record Date, or issued subsequent to the Record Date, unless and until the Distribution Date shall occur, the Rights will be evidenced by such certificates for the Common Stock and the registered holders of the Common Stock shall also be the registered holders of the associated Rights. Until the earlier of the Distribution Date or the Expiration Date (as such term is defined in Section 7(a) hereof), the transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the such shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be which are issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and or the Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped onalso be deemed to be certificates for Rights, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially and shall bear the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quotedlegend: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Affordable Residential Communities Inc. (the “Company”) and Mellon Investor Services LLC, the Rights Agent thereunder (the “Rights Agent”) dated as of August 14July 11, 2007 2006 (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights AgreementAgent. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may will be evidenced by separate certificates and will no longer be evidenced by this certificate. Charter Communications, Inc. shall The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge charge, promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are issued to, or were beneficially owned by held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby , whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void in void. With respect to such certificates containing the circumstances specified in Section 11(a)(iiforegoing legend, until the earlier of (i) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, Date or (ii) the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Expiration Date, the Rights associated with the Common Stock represented by such certificates shall be represented solely evidenced by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence certificates alone and registered holders of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed canceled the registered holders of the associated Rights, and retired so that the Company transfer of any of such certificates shall not be entitled to exercise any also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredrepresented by such certificates.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT BETWEEN SOLECTRON CORPORATION AND FLEET NATIONAL BANK, AS THE RIGHTS AGENT, DATED AS OF JUNE 29, 2001, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF SOLECTRON CORPORATION UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. Until SOLECTRON CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Section 3(b) of this Agreement) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof of such certificates (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall will also be deemed to be Rights Certificates as provided in Section 3(b) of this Agreement) and not by separate Rights Certificates), and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares. The Company shall also constitute the transfer of give the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but Agent prior to the earlier written notice of the Distribution Date and the Expiration Datecircumstances giving rise thereto. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares Common Shares (except as otherwise provided in Section 11(a)(iii) of Class A Common Stock and Class B Common Stock, this Agreement) as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment such adjustments as are provided herein. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. (b) Following the initial issuance of the Rights, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company. The Company shall promptly notify With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights Agent will be evidenced by such certificates, registered in writing upon the occurrence names of the holders of such certificates, together with a copy of the Summary of Rights attached to such certificates. Until the Distribution Date (or the earlier of the Redemption Date or Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached to such certificate, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. (c) Certificates for Common Shares that become outstanding (including, without limitation, reacquired Common Shares referred to in the last sentence of this Section 3(c)) after the Record Date but prior to the Close of Business on the earlier of the Distribution Date and, if such notification is given orallyDate, the Company shall confirm same in writing Redemption Date or the Final Expiration Date will have impressed on, printed on, written on or prior otherwise affixed to them the following legend: This certificate also evidences and entitles the holder of this certificate to certain rights as set forth in an Amended and Restated Rights Agreement between USF Corporation f/k/a TNT Freightways Corporation and Computershare Investor Services, LLC dated as of January 30, 2004 (the "Rights Agreement"), the terms of which are hereby incorporated in this certificate by reference and a copy of which is on file at the principal executive offices of USF Corporation. Under certain circumstances, as set forth in the Rights Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced by this certificate. USF Corporation will mail to the next Business Day. Until such notice is received by holder of this certificate a copy of the Rights AgentAgreement without charge after receipt of a written request for a copy of the Rights Agreement. As described in the Rights Agreement, Rights issued to Acquiring Persons or any Associates or Affiliates thereof (as such terms are defined in the Rights Agreement) may under certain circumstances become null and void. The Rights shall not be exercisable, and shall be void so long as held, by a holder in any jurisdiction where the requisite qualification for the issuance to such holder, or the exercise by such holder of the Rights in such jurisdiction, shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the Distribution Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurred. (f) Common Shares represented by such certificates will be evidenced by such certificates alone, and the surrender for transfer of any such certificate will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall Shares will be deemed canceled cancelled and retired so that the Company shall will not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the for shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates)) and not by separate Rights Certificates, and Rights associated with any uncertificated shares of Common Stock shall be evidenced (subject to Section 3(b) hereof) by the registration of such shares in the Company’s stock ledger in the names of the holders thereof (which registration shall also be deemed to be registration of the Rights Certificates) and not by separate Rights Certificates, and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock. Until the earlier of the Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such for shares of Class A Common Stock and/or Class B (or uncertificated shares of Common Stock in respect of which Rights have been issued Stock) shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly thereby. As soon as practicable after the Record Distribution Date, the Company shall will prepare and execute, the Rights Agent will countersign, and the Company will send or cause to be sent (and the Rights Agent will, if requested, send) by first first-class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sent, by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per share of Common Stock has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of the Distribution Date, the Rights will be evidenced solely by such Rights Certificates and after may be transferred by the transfer of the Rights Certificates as permitted hereby, separately and apart from any transfer of shares of Common Stock, and the holders of such Rights Certificates as listed in the records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first- class, postage-prepaid mail, to each record holder of shares of Common Stock as of the Close of Business on the Record Date that requests a Summary of Rights, at the address of such holder shown on the records of the Company’s transfer agent and registrar. With respect to certificates for shares of Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. With respect to uncertificated shares of Common Stock outstanding as of the Close of Business on the Record Date, until the Distribution Date, the Rights shall be represented solely evidenced by the registration of such Rights CertificatesCommon Stock in the Company’s stock ledger in the names of the holders thereof and such registered holders shall also be the registered holders of the associated Rights. The Company Until the Distribution Date (or, if earlier, the Expiration Date), the surrender for transfer of any certificate for shares of Common Stock outstanding on the Record Date, with or without a copy of the Summary of Rights, shall promptly notify also constitute the transfer of the Rights Agent associated with the shares of Common Stock represented thereby and the registration of transfer of ownership of any uncertificated shares of Common Stock in writing upon respect of which Rights have been issued shall also constitute the occurrence transfer of Rights associated with the Common Stock the ownership of which is so transferred. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any shares of Common Stock specifies to the contrary, Rights shall be issued in respect of all shares of Common Stock that are issued after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date or, if in certain circumstances provided in Section 22 hereof, after the Distribution Date. Certificates representing such notification is given orallyshares of Common Stock shall also be deemed to be certificates for Rights, and shall bear the Company following legend: In the case of the initial transaction statement or subsequent periodic statements with respect to uncertificated shares of Common Stock, such statements shall confirm same in writing on bear the following legend (or prior a substantially similar legend to the next Business Day. Until same effect): With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the Distribution Date, the Rights Agent may presume conclusively that associated with the shares of Common Stock represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the shares of Common Stock represented thereby. With respect to such initial transaction statement or subsequent periodic statements containing the foregoing legend, until the Distribution Date has not occurredDate, the Rights associated with such shares of Common Stock with respect to which such statements are issued shall be evidenced solely by the registration of ownership of such shares in the stock ledger of the Company, and the registration of transfer of ownership in such stock ledger shall also constitute the transfer of the Rights associated with such shares, the ownership of which is so transferred. (fd) In the event that the Company purchases or otherwise acquires any shares of Common Stock after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredwhich are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company's transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN THE SECOND AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN SPECTRIAN CORPORATION AND CHASEMELLON SHAREHOLDER SERVICES, L.L.C., AS THE RIGHTS AGENT, DATED AS OF AUGUST 14, 2000, (THE "RIGHTS AGREEMENT"), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF SPECTRIAN CORPORATION UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. Until SPECTRIAN CORPORATION WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares which are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall be evidenced (subject to Section 3(b)) by the certificates representing the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On On, or as promptly as reasonably practicable after after, the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock in substantially the form attached as Exhibit C. With respect to certificates for Class A Common Stock and Class B Common Stock outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. Failure to provide notice of the Summary of Rights on a timely basis or at all, or to have and hold a copy of such Summary of Rights, shall not invalidate the Rights or impact their transfer with the underlying shares of Class A Common Stock and/or Class B Common Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's ’s treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Date, provided that pursuant to Section 21 hereof, Rights may be issued after the Distribution Date and before the Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed uponon, printed on, written on, or otherwise affixed to them a legend in substantially the following formform or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement and as do not affect the rights, duties or responsibilities of the Rights Agent, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock or Class B Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter CommunicationsFriedman, Billings, ▇▇▇▇▇▇ Group, Inc. and Mellon Investor Services American Stock Transfer & Trust Company LLC, dated as of August 14June 5, 2007 2009 and as amended from time to time (the "“Rights Agreement"”), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter CommunicationsFriedman, Billings, ▇▇▇▇▇▇ Group, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter CommunicationsFriedman, Billings, ▇▇▇▇▇▇ Group, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or such similar legend as the Company may deem appropriate and is not inconsistent with the provisions of this Agreement or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly as practicable after the Distribution Date, the Company shall prepare and execute, the Rights Agent shall countersign and the Company shall send or cause to be sentsent (and the Rights Agent will, if requested, and if provided with all necessary information, send), by first class, insured, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, as of the Close of Business on the Distribution DateDate (other than an Acquiring Person or any Associate or Affiliate of an Acquiring Person), at the address of such holder shown on the records of the Company, a Rights Certificate representing one Right for each share of Class A Common Stock and/or Class B Common Stock so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall be represented solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm the same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquired.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall will be evidenced (subject to the provisions of Sections 3(b) and 3(c) hereof) by the certificates representing the shares of Class A for Common Stock or Class B Common Stock, Shares registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), ) and not by separate Rights Certificates and (ii) the right to receive Rights shall Certificates will be transferable only in connection with the transfer of Common Shares. Until the underlying shares earlier of Class A Common Stock and/or Class B Common Stockthe Distribution Date or the Expiration Date, and (iii) the surrender for transfer of any certificates representing such shares of Class A for Common Stock and/or Class B Common Stock in respect of which Rights have been issued Shares shall also constitute the surrender for transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock Shares represented by such certificates. (b) On or as promptly as practicable after the Record Date, the Company shall send by first class, postage prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company as of such date, a copy of a Summary of Rights to Purchase Preferred Stock. (c) Rights shall be issued by the Company in respect of all shares of Class A Common Stock and Class B Common Stock (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasury) after the Record Date but prior to the earlier of the Distribution Date and the Expiration Datethereby. Certificates representing such shares of Class A Common Stock and Class B Common Stock shall have stamped on, impressed upon, printed on, written on, or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quoted: This certificate also evidences and entitles the holder hereof to certain Rights as set forth in the Rights Agreement between Charter Communications, Inc. and Mellon Investor Services LLC, dated as of August 14, 2007 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights Agreement. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may be evidenced by separate certificates and no longer be evidenced by this certificate. Charter Communications, Inc. shall mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are or were beneficially owned by an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby may become null and void in the circumstances specified in Section 11(a)(ii) of the Rights Agreement. (e) As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. In the event that an adjustment in the number of Rights per Common Share has been made pursuant to Section 11 hereof, then at the time of distribution of the Rights Certificates, the Company shall make the necessary and appropriate rounding adjustments (in accordance with Section 14(a) hereof) so that Rights Certificates representing only whole numbers of Rights are distributed and cash is paid in lieu of any fractional Rights (in accordance with Section 14(a) hereof). As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify Certificates and may be transferred by the transfer of the Rights Agent Certificates as permitted hereby, separately and apart from any transfer of Common Shares, and the holders of such Rights Certificates as listed in writing upon the occurrence records of the Company or any transfer agent or registrar for the Rights shall be the record holders thereof. (b) On the Record Date or as soon as practicable thereafter, the Company will send a copy of the Summary of Rights by first-class, postage-prepaid mail, to each record holder of Common Shares as of the Close of Business on the Record Date, at the address of such holder shown on the records of the Company’s transfer agent and registrar. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such certificates registered in the names of the holders thereof together with the Summary of Rights. (c) Unless the Company’s Board of Directors by resolution adopted at or before the time of the issuance of any Common Shares after the Record Date but prior to the earlier of the Distribution Date andor the Expiration Date (or, if such notification is given orallyin certain circumstances provided in Section 22 hereof, after the Company shall confirm same in writing on or prior Distribution Date) specifies to the next Business Daycontrary, Rights shall be issued in respect of all Common Shares that are so issued, and Certificates representing such Common Shares shall also be deemed to be certificates for Rights, and shall bear the following legend: THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A PREFERRED STOCK RIGHTS AGREEMENT BETWEEN INTERNAP NETWORK SERVICES CORPORATION AND AMERICAN STOCK TRANSFER AND TRUST COMPANY, AS THE RIGHTS AGENT, DATED AS OF APRIL 11, 2007 (THE “RIGHTS AGREEMENT”), THE TERMS OF WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF INTERNAP NETWORK SERVICES CORPORATION UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, SUCH RIGHTS WILL BE EVIDENCED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE EVIDENCED BY THIS CERTIFICATE. Until THE COMPANY WILL MAIL TO THE HOLDER OF THIS CERTIFICATE A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS ISSUED TO, OR HELD BY, ANY PERSON WHO IS, WAS OR BECOMES AN ACQUIRING PERSON OR ANY AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT), WHETHER CURRENTLY HELD BY OR ON BEHALF OF SUCH PERSON OR BY ANY SUBSEQUENT HOLDER, MAY BECOME NULL AND VOID. With respect to such notice is received by certificates containing the Rights Agentforegoing legend, until the earlier of the Distribution Date or the Expiration Date, the Rights Agent may presume conclusively that associated with the Distribution Date has not occurredCommon Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. (fd) In the event that the Company purchases or otherwise acquires any shares Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquiredShares that are no longer outstanding.

Issuance of Rights Certificates. (a) Until the Distribution Date, (i) the Rights shall be evidenced by the certificates representing the shares of Class A Common Stock or Class B Common Stock, registered in the names of the record holders thereof (which certificates representing such shares of Class A Common Stock and/or Class B Common Stock shall also be deemed to be Rights Certificates), (ii) the Rights shall be transferable only in connection with the transfer of the underlying shares of Class A Common Stock and/or Class B Common Stock, and (iii) the surrender for transfer of any certificates representing such shares of Class A Common Stock and/or Class B Common Stock in respect of which Rights have been issued shall also constitute the transfer of the Rights associated with the shares of Class A Common Stock and/or Class B Common Stock represented by such certificates. (b) On or as promptly as practicable after the Record Date, or as ------------------------------- soon as practicable thereafter, the Company shall will send a copy of a Summary of Rights to Purchase Series One Preferred Shares, in substantially the form of Exhibit C hereto (the "Summary of Rights"), by first first-class, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock Shares as of the Close close of Business business on the Record Date, at the address of such holder shown on the records of the Company Company. With respect to certificates for Common Shares outstanding as of the Record Date, until the Distribution Date, the Rights will be evidenced by such date, certificates registered in the names of the holders thereof together with a copy of a the Summary of Rights attached thereto. Until the Distribution Date (or the earlier of the Redemption Date or the Final Expiration Date), the surrender for transfer of any certificate for Common Shares outstanding on the Record Date, with or without a copy of the Summary of Rights attached thereto, shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. No certificate for Common Shares that becomes outstanding after the earliest of the Redemption Date, Distribution Date or Final Expiration Date will entitle the holder thereof to Purchase Preferred Stockreceive a Rights Certificate. (cb) Rights shall be issued by Certificates for Common Shares that become outstanding (including, without limitation, reacquired Common Shares referred to in the Company in respect last sentence of all shares of Class A Common Stock and Class B Common Stock this paragraph (other than any shares of Class A Common Stock and Class B Common Stock that may be issued upon the exercise or exchange of any Right) issued or delivered by the Company (whether originally issued or delivered from the Company's treasuryb)) after the Record Date but prior to the earlier earliest of the Distribution Date, the Redemption Date and or the Final Expiration Date. Certificates representing such shares of Class A Common Stock and Class B Common Stock Date shall have stamped impressed on, impressed upon, printed on, written on, on or otherwise affixed to them a legend in substantially the following form, or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange or transaction reporting system on which the shares of Class A Common Stock may from time to time be listed or quotedlegend: This certificate also evidences and entitles the holder hereof to certain Rights rights as set forth in the a Rights Agreement between Charter Communications, Inc. the Company and Mellon Investor Services LLCRegistrar and Rights Agent, dated as of August 14June 20, 2007 2000 (the "Rights Agreement"), the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of Charter Communications, Inc. The Rights are not exercisable prior to the occurrence of certain events specified in the Rights AgreementCompany. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged, may expire, may be amended, or may will be evidenced by separate certificates and will no longer be evidenced by this certificate. Charter Communications, Inc. shall The Company will mail to the holder of this certificate a copy of the Rights Agreement, as in effect on the date of mailing, Agreement without charge promptly after receipt of a written request therefor. Under certain circumstances as set forth in the Rights Agreement, Rights that are issued to, or were beneficially owned by held by, any Person who is, was or becomes an Acquiring Person or any Affiliate or Associate of an Acquiring Person (as such terms are defined in the Rights Agreement) may become null and void. (d) Any Rights Certificate issued pursuant to this Section 3 or Section 21 hereof that represents Rights beneficially owned by an Acquiring Person or any of its Associates or Affiliates and any Rights Certificate issued at any time upon the transfer of any Rights to an Acquiring Person or any of its Associates or Affiliates or to any nominee of such Acquiring Person, Associate or Affiliate and any Rights Certificate issued pursuant to Section 6 or 11 hereof upon transfer, exchange, replacement or adjustment of any other Rights Certificate referred to in this sentence, shall be subject to and contain a legend in substantially the following form or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Rights may from time to time be listed: The Rights represented by this Rights Certificate are or were beneficially owned by a Person who was an Acquiring Person or an Affiliate or an Associate of an Acquiring Person thereof (as such terms are defined in the Rights Agreement). This Rights Certificate and the Rights represented hereby , whether currently held by or on behalf of such Person or by any subsequent holder, may become null and void. The Rights shall not be exercisable, and shall be void so long as held by a holder in any jurisdiction where the circumstances specified in Section 11(a)(ii) requisite qualification to the issuance to such holder, or the exercise by such holder, of the Rights Agreementin such jurisdiction shall not have been obtained or be obtainable. With respect to such certificates containing the foregoing legend, until the earlier of the Distribution Date or the Final Expiration Date, the Rights associated with the Common Shares represented by such certificates shall be evidenced by such certificates alone, and the surrender for transfer of any such certificate shall also constitute the transfer of the Rights associated with the Common Shares represented thereby. In the event that the Company purchases or acquires any Common Shares after the Record Date but prior to the Distribution Date, any Rights associated with such Common Shares shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the Common Shares which are no longer outstanding. (ec) Until the earlier of (i) the Close of Business on the tenth day after the Shares Acquisition Date or (ii) the Close of Business on the tenth Business Day (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) after the date of the commencement by any Person, other than an Exempt Person, of, or of the first public announcement of the intention of any Person, other than an Exempt Person, to commence, a tender or exchange offer the consummation of which would result in any Person becoming an Acquiring Person (including any such date which is after the date of this Agreement and prior to the issuance of the Rights; the earlier of such dates being herein referred to as the "Distribution Date"), (x) the Rights will be evidenced (subject to the provisions of Section 3(a) hereof) by the certificates for Common Shares registered in the names of the holders thereof (which certificates shall also be deemed to be Rights Certificates) and not by separate Rights Certificates, and (y) the right to receive Rights Certificates will be transferable only in connection with the transfer of Common Shares. As promptly soon as practicable after the Distribution Date, the Company shall will prepare and execute, the Rights Agent shall countersign will countersign, and the Company shall will send or cause to be sentsent (and the Rights Agent will, if requested, send) by first first-class, insured, postage postage-prepaid mail, to each record holder of shares of Class A Common Stock and Class B Common Stock, Shares as of the Close of Business on the Distribution Date, at the address of such holder shown on the records of the Company, a Rights Certificate representing Certificate, in substantially the form of Exhibit B hereto (a "Rights Certificate"), evidencing one Right for each share of Class A Common Stock and/or Class B Common Stock Share so held, subject to adjustment as provided herein. As of and after the Distribution Date, the Rights shall will be represented evidenced solely by such Rights Certificates. The Company shall promptly notify the Rights Agent in writing upon the occurrence of the Distribution Date and, if such notification is given orally, the Company shall confirm same in writing on or prior to the next Business Day. Until such notice is received by the Rights Agent, the Rights Agent may presume conclusively that the Distribution Date has not occurred. (f) In the event that the Company purchases or otherwise acquires any shares after the Record Date but prior to the Distribution Date, any Rights associated with such shares of Class A Common Stock and/or Class B Common Stock shall be deemed canceled and retired so that the Company shall not be entitled to exercise any Rights associated with the shares of Class A Common Stock and/or Class B Common Stock so purchased or acquired.