Common use of Consent Rights Clause in Contracts

Consent Rights. (i) From and after the Closing and subject to Section 3.8, for so long as an Investor Party’s Equity Interest or Voting Interest is greater than or equal to 20%, without the prior written consent of such Investor Party: (A) the Company shall not incur Indebtedness, if immediately following such incurrence the Company’s Leverage Ratio would exceed 5.0x; and (B) the Company shall not fundamentally change the business or material investments of the Company to an extent that would constitute a significant departure from the Company’s existing business, or voluntarily liquidate, dissolve or wind-up the Company or Cheetah Holdco LLC. (ii) From and after the Closing and subject to Section 3.8, for so long as A/N’s Equity Interest or Voting Interest is greater than or equal to 20%, without the prior written consent of A/N: (A) the Company shall not sell or transfer, or enter into any agreement to sell or transfer, all or a majority of the Membership Interests, or the assets underlying the Membership Interests immediately prior to Closing, within (1) the two (2)-year period following the Closing Date, if such sale or transfer would occur on a basis other than a predominantly Tax-Deferred Basis or (2) the seven (7)-year period following the Closing Date, if such sale or transfer would not occur on a predominantly Tax-Deferred Basis; and (B) Cheetah Holdco LLC shall not issue any additional Cheetah Holdco Preferred Units or any preferred units of Cheetah Holdco LLC of any class having a liquidation preference equal or superior to that of the Cheetah Holdco Preferred Units. (iii) For the avoidance of doubt and subject to Section 3.8, in the event that a Threshold Breach Event has occurred with respect to the consent rights of an Investor Party specified in this Section 3.7(b), such Investor Party shall no longer have such consent rights.

Consent Rights. For so long as any shares of Series A Preferred Stock remain outstanding, the Company may not, and shall cause its subsidiaries not to, without the written consent or approval of the holders of Series A Preferred Stock representing not less than 55% of the outstanding value of Series A Preferred Stock (provided that at any time during which there are two or more unaffiliated holders of Series A Preferred Stock, this 55% must include at least two unaffiliated holders of Series A Preferred Stock), (i) From create, authorize or issue (by reclassification or otherwise) any equity securities of the Company, including any additional shares of Series A Preferred Stock or other security convertible into or exchangeable for any of the Company’s equity securities, having rights, preferences or privileges ranking senior to the Series A Preferred Stock or pari passu with the Series A Preferred Stock, (ii) amend, modify, restate, repeal or make any other change (by amendment, merger, consolidation, operation of law or otherwise) to any provision of the Company’s or the Company’s subsidiaries’ organizational documents in a manner which adversely alters or changes the rights, preferences or privileges of the Series A Preferred Stock (provided that any issuance of securities junior to the Series A Preferred Stock shall not be deemed to be adverse to the Series A Preferred Stock), (iii) prior to payment in full in cash of the liquidation preference on all outstanding shares of Series A Preferred Stock, effect any dividend or distribution to or redemption of any other shares of the Company’s capital stock or equity securities (other than the shares of Series A Preferred Stock), (iv) amend, modify or waive the terms of the Series A Preferred Stock, (v) effect certain mergers or consolidations or sell all or substantially all of the Company’s and after the Closing Company’s subsidiaries’ assets (as more fully described in Article IV of the Amended and subject Restated Charter) unless the liquidation preference in respect of the Series A Preferred Stock is fully repaid, or in certain circumstances, the Series A Preferred Stock remains outstanding, (vi) consent to Section 3.8the Company’s or any of the Company’s subsidiaries’ liquidation, for so long as an Investor Partydissolution or winding up unless, in the case of the Company’s Equity Interest liquidation, dissolution or Voting Interest is greater winding up, the Company shall have delivered to the holders of Series A Preferred Stock not less than or equal to 20%10 business days’ prior written notice of such transaction. The Company also may not, without the prior written consent or approval of such Investor Party: the holders of Series A Preferred Stock representing not less than 85% of the outstanding value of Series A Preferred Stock, amend, waive, or modify the Amended and Restated Charter in ways (Aas more fully described in Article IV of the Amended and Restated Charter) that adversely alter or change the rights, preferences, privileges or obligations of the shares of Series A Preferred Stock. In addition, the Company shall not incur Indebtedness, if immediately following such incurrence redeem or otherwise make any dividend or payment on the Company’s Leverage Ratio would exceed 5.0x; and (B) the Company shall not fundamentally change the business or material investments shares of the Company to an extent that would constitute a significant departure from the Company’s existing business, or voluntarily liquidate, dissolve or wind-up the Company or Cheetah Holdco LLC. (ii) From and after the Closing and subject to Section 3.8, for so long as A/N’s Equity Interest or Voting Interest is greater Series A Preferred Stock other than or equal to 20%, in cash without the prior written consent or approval of A/N: (A) the Company shall not sell or transfer, or enter into any agreement to sell or transfer, all or a majority each affected holder of the Membership Interests, or the assets underlying the Membership Interests immediately prior to Closing, within (1) the two (2)-year period following the Closing Date, if such sale or transfer would occur on a basis other than a predominantly Tax-Deferred Basis or (2) the seven (7)-year period following the Closing Date, if such sale or transfer would not occur on a predominantly Tax-Deferred Basis; and (B) Cheetah Holdco LLC shall not issue any additional Cheetah Holdco Series A Preferred Units or any preferred units of Cheetah Holdco LLC of any class having a liquidation preference equal or superior to that of the Cheetah Holdco Preferred UnitsStock. (iii) For the avoidance of doubt and subject to Section 3.8, in the event that a Threshold Breach Event has occurred with respect to the consent rights of an Investor Party specified in this Section 3.7(b), such Investor Party shall no longer have such consent rights.

Consent Rights. (i) From and after the Closing and subject to Section 3.82.8, for so long as an Investor Party’s ▇▇▇’▇ Equity Interest or Voting Interest is greater than or equal to 20%, without the prior written consent of such Investor Party▇▇▇: (A) the Company shall not, and shall not permit any Subsidiary of the Company to, directly or indirectly, incur IndebtednessIndebtedness (other than solely to refinance existing Indebtedness in an aggregate principal amount (or, if issued with original issue discount or premium, the aggregate issue price) no greater than the aggregate principal amount (or if issued with original issue discount or premium, the aggregate accreted value) of the Indebtedness being refinanced plus refinancing premium and expenses), if immediately following such incurrence the Company’s Leverage Ratio determined as of the last day of any fiscal quarter of the Company would exceed 5.0x; and4.5x or, following the date that is three (3) years after the Closing Date, 4.0x; (B) the Company shall not fundamentally change the business or material investments of the Company to an extent that would constitute a significant departure from the Company’s existing business, or voluntarily liquidate, dissolve or wind-up the Company or Cheetah Holdco Charter Holdings LLC.; (ii) From and after the Closing and subject to Section 3.8, for so long as A/N’s Equity Interest or Voting Interest is greater than or equal to 20%, without the prior written consent of A/N: (AC) the Company shall not sell sell, distribute, or transfer, 5% or enter into any agreement more of the fair market value, determined as of immediately prior to sell or transferthe Closing, all or a majority of the Membership Interests, Interests or assets considered to be contributed by ▇▇▇ for U.S. federal income tax purposes pursuant to the assets underlying the Membership Interests immediately prior to ClosingTransaction Agreement, within (1) the two (2)-year period following the Closing Date, if such sale or transfer would occur on a basis other than a predominantly Tax-Deferred Basis or (2) the seven (7)-year period following the Closing Date, if such sale sale, distribution, or transfer would not occur on a predominantly Tax-Deferred BasisBasis in all material respects; (D) the Company shall not increase the size of the Board, except to the extent the Company provides for a proportionate increase in the number of Investor Designees to which each Investor Party is entitled pursuant to Section 2.2; and (BE) Cheetah Holdco so long as any Charter Holdings Preferred Units are outstanding, Charter Holdings LLC shall not issue any additional Cheetah Holdco Charter Holdings Preferred Units or any preferred units of Cheetah Holdco Charter Holdings LLC of any class having a liquidation preference equal or superior to that of the Cheetah Holdco Charter Holdings Preferred Units. (iiiii) For the avoidance of doubt and subject to Section 3.82.8, in the event that a Threshold Breach Event has occurred with respect to the consent rights of an Investor Party ▇▇▇ specified in this Section 3.7(b2.7(b), such Investor Party Cox shall no longer have such consent rights.

Consent Rights. (ia) From Except to the extent expressly contemplated by Section 4.3(b), following the execution of this Agreement and after at any time when the Closing and subject to Section 3.8, for so long as an Investor Party’s Equity Interest or Voting Interest 25% Threshold is greater than or equal to 20%satisfied, without the prior written consent of such Investor Party(not to be unreasonably withheld, conditioned, or delayed), the Company and its Subsidiaries shall not: (Ai) the Company shall not voluntarily incur Indebtedness, Indebtedness if immediately following such incurrence incurrence, either the Company’s (1) Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement), or any substantially equivalent term in the Credit Agreement, would exceed 5.0x; and6.00:1.00 or (2) Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement), or any substantially equivalent term in the Credit Agreement, would exceed 8.00:1.00; (Bii) enter into any material agreements or arrangements (or series of related material agreements or arrangements) with Affiliates of the Company or its Subsidiaries providing for payments to such Affiliates in excess of $20,000,000, excluding (1) any issuances of Equity Securities pro rata to all holders of the same class or series of Equity Securities made in accordance with the Organizational Documents of the Company, (2) any agreements or arrangements solely between or among the Company and its Subsidiaries which, in the case of non-wholly owned Subsidiaries, are entered into on arm’s length terms, (3) any agreements or arrangements with any Company employee, director, officer, agent, representative or service provider or any equity incentive plan, in each case of this clause (4), that are entered into on arm’s-length terms and in the ordinary course of business (it being understood that all arrangements with respect to compensation and benefits shall not be deemed to be in the ordinary course of business); (iii) fundamentally change the business or material investments of the Company to an extent and Subsidiaries, taken as a whole, in a manner that would (1) constitute a significant departure from the Company’s existing businessconstruction materials industry, or (2) result in the Company and its Subsidiaries, taken as a whole, ceasing to operate in the construction materials industry; provided that, the foregoing shall not prohibit any Change of Control; (iv) voluntarily liquidate, dissolve or wind-up the Company Company; or (v) authorize, agree or Cheetah Holdco LLCcommit to do any of the foregoing. (iib) From The Parties acknowledge and after the Closing and subject to Section 3.8, for so long as A/N’s Equity Interest or Voting Interest is greater than or equal to 20%, without the prior written consent of A/N: (A) agree that the Company may obtain any consent required by Section 4.3(a) by sending written notice (email being sufficient), which shall include the request and reasonable explanation therefor, to the Chief Executive Officer and the Chief Legal Officer of Investor in accordance with Section 6.4. Investor shall cause such Persons to promptly respond in writing to any such written notice. If the Company does not sell or transfer, or enter into any agreement to sell or transfer, all or receive a majority written response from such Persons within five Business Days of the Membership Interests, or the assets underlying the Membership Interests immediately prior to Closing, within (1) the two (2)-year period following the Closing Date, if such sale or transfer would occur on a basis other than a predominantly Tax-Deferred Basis or (2) the seven (7)-year period following the Closing Date, if such sale or transfer would not occur on a predominantly Tax-Deferred Basis; and (B) Cheetah Holdco LLC shall not issue any additional Cheetah Holdco Preferred Units or any preferred units of Cheetah Holdco LLC Company’s delivery of any class having a liquidation preference equal or superior written notice contemplated by this Section 4.3(b), Investor shall be deemed to that of the Cheetah Holdco Preferred Unitshave consented to any matter set forth in such written notice. (iiic) For the avoidance of doubt doubt, the Parties agree that the Company’s annual budget will be reviewed and subject to Section 3.8, in approved by the event that a Threshold Breach Event has occurred with respect to the consent rights of an Investor Party specified in this Section 3.7(b), such Investor Party shall no longer have such consent rightsBoard.

Consent Rights. Notwithstanding the foregoing, until the Dividend Cessation Date of all Series B‑3 Preferred Stock, the Corporation shall not, and shall cause its Subsidiaries not to, directly or indirectly (i) From and after the Closing and subject to Section 3.8whether by merger, for so long as an Investor Party’s Equity Interest consolidation, amendment of this Certificate of Designations or Voting Interest is greater than or equal to 20%otherwise), without the prior written consent approval of such Investor PartyAres: (i) create, or authorize the creation of, or issue or obligate itself to issue any shares of, (A) the Company shall not incur IndebtednessSenior Stock, if immediately following such incurrence the Company’s Leverage Ratio would exceed 5.0x; and (B) other than pursuant to the Company shall not fundamentally change Series A Exchange Agreement or the business Rights Offering, Parity Stock (including any Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or material investments Series B-3 Preferred Stock), (C) any Capital Stock that votes as a single class with the Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or Series B-3 Preferred Stock on any of the Company matters which require the consent of the holders of a majority of the Series B‑3 Preferred Stock pursuant to an extent that would constitute a significant departure from the Company’s existing businessthis Section 6, or voluntarily liquidate(D) any Capital Stock of a Subsidiary of the Corporation, dissolve or wind-up other than issuances by a wholly owned Subsidiary of the Company or Cheetah Holdco LLC.Corporation to the Corporation; (ii) From reclassify, alter or amend any Capital Stock of the Corporation or its Subsidiaries if such reclassification, alteration or amendment would render such other Capital Stock senior to or pari passu with the Series B‑1 Preferred Stock, the Series B‑2 Preferred Stock or the Series B-3 Preferred Stock in respect of the distribution of assets on the liquidation, dissolution or winding up of the Corporation or the payment of dividends; (iii) enter into any agreement with respect to, or consummate, any merger, consolidation or similar transaction with any other Person pursuant to which the Corporation or such Subsidiary would not be the surviving entity in such transaction, if as a result of such transaction, any capital stock or equity or equity-linked securities of such Person would rank senior to or pari passu with the Series B‑1 Preferred Stock, the Series B‑2 Preferred Stock or the Series B-3 Preferred Stock as to the payment of dividends or in the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the surviving entity or such Subsidiary; (iv) assume, incur or guarantee, or authorize the creation, assumption, incurrence or guarantee of, any indebtedness for borrowed money (specifically excluding letters of credit, performance or payment bonds, and capitalized lease obligations) if, after taking into account such assumption, incurrence or guarantee of such indebtedness for borrowed money, the Closing aggregate outstanding amount of such indebtedness for borrowed money of the Corporation and subject its Subsidiaries would exceed $5,000,000 on a consolidated basis, other than any indebtedness for borrowed money under the Credit Agreement (or any refinancing thereof) in a principal amount not to exceed the Debt Limit; (v) authorize or consummate any Change of Control or Liquidation Event unless on or prior to the consummation of such Change of Control or Liquidation Event, all shares of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock and Series B-3 Preferred Stock will be redeemed, paid or purchased in full at the price specified in this Certificate of Designations, the Amended and Restated Series B-2 Certificate of Designations or the Second Amended Series B‑1 Certificate of Designations, as applicable; (vi) alter, amend, supplement, restate, waive or otherwise modify any provision of this Certificate of Designations or any other governing document of the Corporation (including the Certificate of Incorporation, Bylaws and any other Certificate of Designations) in a manner that would reasonably be expected to be materially adverse to the rights or obligations of the holders of the Series B‑3 Preferred Stock; provided that any amendments that are either (i) adversely disproportionate to holders of the Series B‑3 Preferred Stock as compared to other holders of the Series B‑3 Preferred Stock or holders of Series B‑1 Preferred Stock or holders of Series B-2 Preferred Stock or (ii) adversely affect the definition of Cash Dividend Rate or Accumulated Dividend Rate or the redemption required by Section 3.8, for so long as A/N’s Equity Interest or Voting Interest is greater than or equal to 20%, without 7(a)(ii) shall require the prior written consent approval of A/N:each adversely affected holder of Series B‑3 Preferred Stock. (Avii) the Company shall not sell alter, amend, supplement, restate, waive or transfer, otherwise modify or enter into any agreement to sell or transfer, all or a majority governing document of the Membership Interests, Corporation or any other document to which the Corporation is or will be party or by which it or any of its property is or will be bound in a manner that is reasonably expected to be adverse to the rights of the holders of the Series B‑1 Preferred Stock or the assets underlying holders of the Membership Interests immediately prior Series B‑2 Preferred Stock to Closingappoint a Series B Director as set forth in Section 14; (viii) at any time when the Corporation is prohibited from making Class A Cash Dividends pursuant to Section 4(d), within utilize the restricted payment basket set forth in Section 8.05(l) of the Credit Agreement for any purpose other than (1A) making a Series B‑3 Preferred Cash Dividend or redeeming, repurchasing or otherwise retiring Series B‑3 Preferred Stock, (B) making cash dividend payments on Series B‑1 Preferred Stock or redeeming, repurchasing or otherwise retiring Series B‑1 Preferred Stock, in accordance with the two Second Amended Series B‑1 Certificate of Designations, and (2)-year period following C) making cash dividend payments on Series B‑2 Preferred Stock or redeeming, repurchasing or otherwise retiring Series B‑2 Preferred Stock, in accordance with the Amended and Restated Series B‑2 Certificate of Designations, provided that, in the case of each of clauses (A), (B) and (C), (x) any dividends paid in respect of each share of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock and Series B-3 Preferred Stock shall be made on a Pro Rata Dividend Basis and (y) any redemptions, repurchases or other retirements of shares of Series B‑1 Preferred Stock, Series B‑2 Preferred Stock or Series B-3 Preferred Stock shall comply with Section 7(h); (ix) enter into any amendment to the Credit Agreement (including an amendment and restatement or refinancing) that materially and adversely affects the ability of the Corporation to make cash dividend payments, liquidation payments or redemption payments compared to the Credit Agreement in effect on the Closing Date; (x) increase the size of the Board; (xi) conduct any business or enter into or conduct any transaction or series of transactions with, if such sale or transfer would occur on a basis for the benefit of, any Affiliate of the Corporation (other than a predominantly Taxtransactions with or among wholly-Deferred Basis or owned Subsidiaries of the Corporation) other than (2A) compensation of members of the seven (7)-year period following Board and officers, in their capacity as such, as approved by the Closing DateBoard, if such sale or transfer would not occur on a predominantly Tax-Deferred Basis; and (B) Cheetah Holdco LLC shall not issue payments of dividends on and redemption or repurchase of Series A Preferred Stock or Series B Preferred Stock, (C) actions taken pursuant to any additional Cheetah Holdco Preferred Units agreement with an Affiliate in effect as of the Applicable Issue Date or any preferred units (D) transactions with portfolio companies of Cheetah Holdco LLC Affiliates of the Corporation, including portfolio companies or Subsidiaries of any class having a liquidation preference equal or superior parent company of any Affiliate (including, with respect to that of the Cheetah Holdco Preferred Units. (iii) For the avoidance of doubt and subject to Section 3.8Oaktree, Brookfield Asset Management, Inc.), in the event that a Threshold Breach Event has occurred ordinary course of business on arms-length terms; or (xii) enter into any transaction, contract, agreement or series of related transactions, contracts or agreements with respect to the consent rights provision of an Investor Party specified services to customers involving aggregate consideration in this Section 3.7(b)excess of $175,000,000 in the case of the Issuer’s operations involved in the provision of rail infrastructure services or in case of other operations, such Investor Party shall no longer have such consent rightsin excess of $125,000,000.

Consent Rights. (ia) From and after Following the Closing and subject to Section 3.8receipt of HSR Clearance, for so long as an Investor Partythe Liberty Parties beneficially own at least 102,000 shares of Series J Preferred Stock, in addition to any other vote or consent of the Company’s Equity Interest stockholders required by law or Voting Interest is greater than or equal to 20%by the Company Certificate of Incorporation, the Company shall not, and shall cause its Subsidiaries not to, as applicable, without the affirmative vote or written consent of the Liberty Parties who are the record holders of the shares of Series J Preferred Stock at such time (which consent, except as expressly provided below, may be given or withheld, or made subject to such conditions as are determined by the Liberty Parties, in their sole discretion): (i) (A) amend, alter or repeal any provision of the Certificate of Designations or any other instrument establishing and designating the Series J Preferred Stock, or (B) amend, alter or repeal the Company Certificate of Incorporation or the Company By-Laws, any resolution of the Board or any other instrument establishing and designating preferred stock of the Company (other than the Series J Preferred Stock) or any Junior Stock and determining the relative rights, privileges and preferences thereof, if, in the case of clause (B), such action would have an adverse effect on the rights, privileges or preferences of the Series J Preferred Stock, including the conversion rights thereof; (ii) unless full dividends on all outstanding shares of the Series J Preferred Stock have been declared and paid including, for the avoidance of doubt, any amounts of accrued and unpaid dividends which have been added to the Liquidation Preference Amount pursuant to clause (ii) of the definition thereof in the Certificate of Designations, or declared and a sum sufficient for the payment of those dividends has been set aside for the benefit of the holders thereof on the applicable Dividend Record Date, declare or pay any dividend on, or make any distributions relating to, Junior Stock or Parity Stock (including pursuant to Section 4.01(a)(iii)) or redeem, purchase or acquire for value any (x) Junior Stock or Parity Stock, (y) equity securities of any Subsidiary which are held by a person other than a Subsidiary or (z) any options, warrants or other rights to acquire such securities, other than: (A) purchases, redemptions or other acquisitions of shares of Junior Stock or Parity Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; (B) purchases of shares of Junior Stock pursuant to a contractually binding requirement to buy stock, including under a contractually binding stock repurchase plan, provided such Contract or plan was entered into prior to any default by the Company of its obligations to pay dividends on the Series J Preferred Stock; (C) as a result of an exchange or conversion of any class or series of Junior Stock, or the securities of another company, for any other class or series of Junior Stock; (D) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged; (E) distributions of Junior Stock or rights to purchase Junior Stock (subject to clause (iii) of this Section 4.01(a)) or (F) any exchange of Junior Stock for rights issued pursuant to the Rights Plan or any successor stockholder rights plan; (iii) distribute (by way of dividend, share distribution, exchange, redemption, recapitalization or similar transaction) securities of any entity holding a significant portion of the assets and business of a Major Division, including by way of spin-off, split-off or other distribution transaction; (iv) authorize, designate or issue any Senior Stock or Parity Stock; (v) enter into, or permit any Subsidiary to enter into, any agreement, or any modification or amendment to an existing agreement, which, in the absence of a default under such agreement, would by its terms prevent the Issuer from fully performing its obligations with respect to the Series J Preferred Stock; (vi) consolidate with, or merge with or into, or enter into a business combination or similar extraordinary transaction with any person or entity, or effect a statutory exchange of securities of the Company with another person or entity (any of the foregoing, a “Specified Transaction”), unless (A) in such Specified Transaction, the outstanding shares of Series J Preferred Stock are to be converted into or exchanged for preferred stock issued by the surviving corporation or other continuing entity in such Specified Transaction (or, if the surviving entity is the Company, remain outstanding without any changes to the terms thereof, except as otherwise required pursuant to the Certificate of Designations); provided, that in the event the holders of Company Common Stock will receive in such Specified Transaction securities of an issuer other than such surviving or continuing entity, such consent will be required unless the Series J Preferred Stock is converted into preferred stock of such other issuer having such rights, powers and preferences equivalent to the Series J Preferred Stock and otherwise reasonably acceptable to the Liberty Parties, or (B) immediately prior to the effective date of such Specified Transaction, the Company offers to purchase all outstanding shares of Series J Preferred Stock for cash in an amount equal to the amount the Company would be required to offer to purchase such shares of Series J Preferred Stock in a Change of Control Sale (as defined in the Certificate of Designations); (vii) sell, transfer, lease, license or otherwise dispose of all or substantially all of the assets constituting a Major Division; (viii) fundamentally change the business of the Company and its Subsidiaries from the business of the Company and its Subsidiaries as presently conducted, or make any investment (including by way of acquisition) having a purchase or acquisition price in excess of $50,000,000 where the business being conducted by the investee or the acquired business constitutes a departure from the current lines of business of the Company and its Subsidiaries; (ix) enter into (or permit any Subsidiary to enter into) any Contract (including any amendment or modification thereto or extension thereof) with (A) any director or executive officer of the Company, (B) any person or group beneficially owning in excess of 5% of the outstanding shares of Company Common Stock, or (C) any Affiliate or family member of any of the foregoing, other than (1) any Contract between or among (i) the Company and any of its Subsidiaries or (ii) two or more of the Company’s Subsidiaries and (2) any of the foregoing that are not required to be disclosed pursuant to Item 404 of Regulation S-K under the Exchange Act (including executive compensation matters); provided, however, that the affirmative vote or written consent of such Investor Party:Liberty Parties shall not be unreasonably withheld, conditioned or delayed under this clause (ix); or (Ax) amend the Company shall not incur IndebtednessRights Plan in such a way, if immediately following such incurrence or adopt or enter into any new or successor shareholder rights agreement or plan having provisions which would adversely effect the Company’s Leverage Ratio would exceed 5.0x; and (B) the Company shall not fundamentally change the business powers, preferences, rights or material investments privileges of the Company holders of Series J Preferred Stock, including upon conversion of the Preferred Shares, relative to an extent that would constitute a significant departure from the Company’s existing business, or voluntarily liquidate, dissolve or wind-up Rights Plan as in effect as of the Company or Cheetah Holdco LLCClosing. (iib) From and after Following a conversion of the Closing and subject Series J Preferred Stock pursuant to Section 3.89 of the Certificate of Designations, for so long as A/N’s Equity Interest the Liberty Parties beneficially own at least the number of shares of Company Common Stock that the Liberty Parties would have received upon the conversion of 102,000 shares of Series J Preferred Stock, then the Company will not, and will not permit any Subsidiary to, take any of the actions specified in clauses (iii), (vii), (viii) and (ix) of Section 4.01(a) unless it shall have received the affirmative vote or Voting Interest is greater than or equal to 20%, without the prior written consent of A/N:the Liberty Parties prescribed by Section 4.01(a). (Ac) Following the date of this Agreement but prior to the receipt of HSR Clearance, the Company shall not, and shall cause its Subsidiaries not sell to, take any action described above in Section 4.01(a) that would require the affirmative vote or transfer, or enter into any agreement to sell or transfer, all or a majority written consent of the Membership Interests, or the assets underlying the Membership Interests immediately prior to Closing, within (1) the two (2)-year period Liberty Parties following the Closing Date, if such sale or transfer would occur on a basis other than a predominantly Tax-Deferred Basis or (2) the seven (7)-year period following the Closing Date, if such sale or transfer would not occur on a predominantly Tax-Deferred Basis; and (B) Cheetah Holdco LLC shall not issue any additional Cheetah Holdco Preferred Units or any preferred units receipt of Cheetah Holdco LLC of any class having a liquidation preference equal or superior to that of the Cheetah Holdco Preferred UnitsHSR Clearance. (iiid) For the avoidance of doubt and subject The Liberty Parties shall respond as promptly as reasonably practicable to any request for consent under this Section 3.8, in 4.01. In the event that the Liberty Parties do not respond within five Business Days of the receipt by the Liberty Parties of a Threshold Breach Event has occurred request for consent for a specific Contract or transaction under clause (ix) of Section 4.01(a) or pursuant to Section 4.01(b) (to the extent relating to a matter described in clause (ix) of Section 4.01(a)), which is accompanied by reasonably detailed information with respect to the matter for which consent is being requested, then the Liberty Parties shall be deemed to have consented to such matter. (e) The consent rights provided for in Sections 4.01(a) and 4.01(b) and the pre-emptive rights provided for in Section 4.03 shall terminate permanently upon the Liberty Parties ceasing to beneficially own at least the minimum number of an Investor Party shares of Series J Preferred Stock or Company Common Stock specified in this Section 3.7(b), such Investor Party shall no longer have such consent rightstherein.

Consent Rights. (i) From and after the Closing Original Issue Date, the Corporation shall not take, and subject shall cause its Subsidiaries not to Section 3.8take, for so long as an Investor Party’s Equity Interest any of the actions set forth below (including by means of merger, consolidation, reorganization, recapitalization, amendment to the Certificate of Incorporation or Voting Interest is greater than other organizational documents or equal to 20%, otherwise) without the prior affirmative vote or written consent of such Investor Party: (A) the Company shall not incur Indebtednessholders, if immediately following such incurrence the Company’s Leverage Ratio would exceed 5.0x; and (B) the Company shall not fundamentally change the business or material investments of the Company to an extent that would constitute voting exclusively as a significant departure from the Company’s existing businesssingle class, or voluntarily liquidate, dissolve or wind-up the Company or Cheetah Holdco LLC. (ii) From and after the Closing and subject to Section 3.8, for so long as A/N’s Equity Interest or Voting Interest is greater than or equal to 20%, without the prior written consent of A/N: (A) the Company shall not sell or transfer, or enter into any agreement to sell or transfer, all or representing at least a majority of the Membership Interestsoutstanding shares of Series B Preferred Stock: (a) authorize, create or issue additional preferred stock, whether ranking senior, pari passu or junior to the Series B Preferred Stock; (b) reclassify Common Stock into preferred stock, whether ranking senior, pari passu or junior to the Series B Preferred Stock; (c) amend, alter, repeal or otherwise modify any provision the Certificate of Incorporation (including this Certificate of Designations) or any Subsidiary’s organizational documents, in each case in any manner that would adversely affect the powers, preferences, rights or privileges of any holder of Series B Preferred Stock; (d) declare or pay any dividend or distribution, or purchase or redeem any Equity Securities of the assets underlying Corporation (other than the Membership Interests immediately prior to Closingredemption of Series B Preferred Stock in accordance with the terms of this Certificate of Designations), within other than (1i) the two repurchase of any equity-based awards issued to employees (2)-year period following or prospective employees who have accepted an offer of employment) of the Closing Corporation or any of its Subsidiaries, pursuant to plans that existed as of the Original Issue Date or (ii) the cashless exercise of warrants to purchase Common Stock outstanding as of the Original Issue Date or any warrants permitted by Section 10(f); (e) [Reserved]; (f) issue Common Stock or other Equity Securities of the Corporation or its Subsidiaries, other than (i) the Corporation’s issuance or grant of shares of Common Stock or options to purchase shares Common Stock, or other equity-based securities, to employees (or prospective employees who have accepted an offer of employment) of the Corporation or any of its Subsidiaries, pursuant to plans in existence as of the Original Issue Date or (ii) the Corporation’s issuance of warrants, or other securities upon the exercise, exchange or conversion of any securities that are in each case exercisable or exchangeable for, or convertible into, shares of Common Stock and which securities or the obligations to issue such warrants were outstanding as of the Original Issue Date, if provided, that such sale issuance, exercise, exchange or transfer would occur conversion is effected pursuant to the terms of such obligation or securities, as applicable, in each case as in effect on a basis other than a predominantly Tax-Deferred Basis or (2) the seven (7)-year period following the Closing Date, if such sale or transfer would not occur on a predominantly Tax-Deferred Basis; andOriginal Issue Date; (Bg) Cheetah Holdco LLC shall not issue [Reserved]; (h) take any additional Cheetah Holdco Preferred Units or any preferred units of Cheetah Holdco LLC of any class having a liquidation preference equal or superior to that of the Cheetah Holdco Preferred Units.actions set forth on Schedule I hereto; or (iiii) For agree to do any of the avoidance of doubt and subject to Section 3.8, in the event that a Threshold Breach Event has occurred with respect to the consent rights of an Investor Party specified in actions prohibited by this Section 3.7(b), such Investor Party shall no longer have such consent rights10.

Consent Rights. (i) From and after the Closing and subject until the earlier to Section 3.8occur of (x) the relevant Purchaser no longer owning at least 50% of the Purchased Shares (or, for so long as solely with respect to clause (d) below, such Purchaser no longer owning any Purchased Shares) and (y) the consummation of an Investor Party’s Equity Interest or Voting Interest is greater than or equal to 20%IPO, without the prior written consent of such Investor PartyPurchaser, the Company shall not, and shall cause its Subsidiaries not to: (Aa) issue any equity security of the Company shall not incur Indebtednessat a price per share (or conversion or exercise price per share in the case of convertible or exercisable securities) that is less than the Share Price (as appropriately adjusted to reflect any consolidation, if immediately following such incurrence sub-division, conversion or similar event affecting the Common Stock after the date hereof), other than in the case of employee or service provider equity incentive awards awarded at fair market values and approved by the Company’s Leverage Ratio would exceed 5.0x; andboard of directors; (Bb) recapitalize or reclassify the Company shall not fundamentally change Common Stock or amend the business or material investments Organizational Documents of the Company to an extent that would constitute a significant departure amend or modify any rights thereof; (c) redeem or repurchase any equity securities, other than repurchases of equity securities from the Company’s existing businessformer employees, officers, directors, consultants or voluntarily liquidate, dissolve or wind-up other persons who performed services for the Company or Cheetah Holdco LLC.any Subsidiary in connection with the cessation of such employment or service at no greater than the original purchase price thereof; (d) incur any Company Debt if such incurrence would cause the Leverage Ratio (as defined in the Credit Agreement without regard to any future amendment, termination or waiver of the Credit Agreement) of the Company and its Subsidiaries to exceed 4.00 to 1.00; provided that, for purposes of the definition of Leverage Ratio for purposes of this Section 6.4(d), (x) each of the Company, Holdings and Holdings Intermediate shall be considered “Restricted Subsidiaries” and (y) no change to the entities considered “Restricted Subsidiaries” (whether effected by an amendment, termination or waiver of the Credit Agreement, or in any other manner) shall have any effect for purposes of this Section 6.4(d) without the prior consent of such Purchaser; or (e) enter into any transaction (or series of related transactions) that involves the acquisition by a Person of more than 50% of the outstanding voting rights of the Company or would qualify as a Sale Transaction, if such transaction would result in upfront cash proceeds distributable to such Purchaser within ten (10) days following the closing of such Sale Transaction in an amount per share less than the Share Price unless any such transaction (i) occurs on or after the second anniversary of this Agreement or (ii) From and after the Closing and subject is consented to Section 3.8, for so long as A/N’s Equity Interest or Voting Interest is greater than or equal to 20%, without the prior written consent of A/N: (A) the Company shall not sell or transfer, or enter into any agreement to sell or transfer, all or by equityholders holding a majority of the Membership Interests, or the assets underlying the Membership Interests immediately prior to Closing, within (1) the two (2)-year period following the Closing Date, if such sale or transfer would occur on a basis other than a predominantly Tax-Deferred Basis or (2) the seven (7)-year period following the Closing Date, if such sale or transfer would not occur on a predominantly Tax-Deferred Basis; and (B) Cheetah Holdco LLC shall not issue any additional Cheetah Holdco Preferred Units or any preferred units shares of Cheetah Holdco LLC of any class having a liquidation preference equal or superior to that of the Cheetah Holdco Preferred Units. (iii) For the avoidance of doubt and subject to Section 3.8, Common Stock issued in the event that a Threshold Breach Event has occurred with respect to the consent rights of an Investor Party specified in this Section 3.7(b), such Investor Party shall no longer have such consent rightsCurrent Financing Round.

Consent Rights. (i) From Except as hereinafter provided, from and after the Closing Closing, the Company shall not, and subject shall cause each of its Subsidiaries not to Section 3.8(the Company and its current and future Subsidiaries together, for so long as an Investor Party’s Equity Interest the “Group Companies”), take, enter into or Voting Interest is greater than effectuate any of the following actions or equal to 20%, transactions without the prior written consent approval of such Investor Partythe Shareholders, which shall not be unreasonably withheld, conditioned or delayed: (Aa) amend or otherwise change, or waive any provision of, its articles of incorporation or by-laws (or similar organizational documents), except for non-material changes undertaken for routine or administrative reasons that do not adversely affect the Company shall not incur Indebtedness, if immediately following such incurrence the Company’s Leverage Ratio would exceed 5.0x; andShareholder; (Bb) alter the Company shall size or powers of the Board, except for non-material changes to the powers of the Board or any committee undertaken for routine or administrative reasons that do not fundamentally change adversely affect the business or material investments rights of the Shareholder; provided, that the Shareholders hereby consent to a temporary increase in the size of the Board until the date of the 2015 annual meeting of shareholders of the Company to an the extent required for the Shareholder Directors to join the Board; provided, further, that would constitute a significant departure from the date of the 2014 annual meeting of shareholders of the Company until the date of the 2015 annual meeting of shareholders of the Company, the Board shall contain no more than six (6) non-Shareholder Directors; (c) discontinue the Company’s existing businessstatus as a public company or SEC-reporting company, change the Company’s jurisdiction of organization, or voluntarily liquidateapply to list (or materially alter or terminate its listing) on any stock exchange; (d) until August 19, dissolve 2017, issue or wind-up sell any shares of Common Stock (including the issuance or sale of shares of Common Stock owned or held by or for the account of the Company and any issuance of convertible securities or Cheetah Holdco LLC.warrants for the purchase of Common Stock, in which case the common stock into which such convertible securities are convertible or for which the warrants are exercisable shall be deemed issued), except Permitted Issuances for a consideration per share less than a price equal to the Warrant Price (as defined in the Warrants) in effect immediately prior to such issue or sale or deemed issuance or sale; or (iie) From and after enter into any Contract or otherwise obligate the Closing and subject Group Companies to Section 3.8take any of the foregoing actions. Notwithstanding the foregoing, for so long as A/N’s Equity Interest or Voting (x) in the event that the Percentage Interest is not equal to or greater than or equal to 20fifteen (15%) on August 19, without 2015, the requirement that the Company obtain the prior written consent of A/N: (A) the Company shall not sell or transfer, or enter into any agreement to sell or transfer, all or a majority approval of the Membership Interests, or the assets underlying the Membership Interests immediately Shareholders prior to Closing, within (1) the two (2)-year period following the Closing Date, if such sale or transfer would occur on a basis other than a predominantly Tax-Deferred Basis or (2) the seven (7)-year period following the Closing Date, if such sale or transfer would not occur on a predominantly Tax-Deferred Basis; and (B) Cheetah Holdco LLC shall not issue taking any additional Cheetah Holdco Preferred Units or any preferred units of Cheetah Holdco LLC of any class having a liquidation preference equal or superior to that of the Cheetah Holdco Preferred Units. actions set forth in Sections 1.3(a)-(d) shall be immediately suspended and (iiiy) For the avoidance of doubt from and subject to Section 3.8after August 19, 2015, in the event that a Threshold Breach Event has occurred with respect to the consent rights of an Investor Party specified in this Section 3.7(bPercentage Interest equals or exceeds fifteen percent (15%), the requirement that the Company obtain such Investor Party prior written approval shall no longer have be in effect at such consent rightstimes (and only at such times) that the Percentage Interest equals or exceeds fifteen percent (15%).