Common use of Summary of Rights Clause in Contracts

Summary of Rights. On August 13, 2007, the Board of Directors (the "Board") of Charter Communications, Inc., a Delaware corporation (the "Company"), adopted a rights plan and declared a dividend of one preferred share purchase right for each outstanding share of Class A common stock and Class B common stock. The dividend is payable to our stockholders of record as of August 31, 2007. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent, dated as of August 14, 2007 (the "Rights Plan"). This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Rights Plan, which is incorporated into this summary by reference. All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights Plan. Upon written request, Charter will provide a copy of the Rights Plan free of charge to any of its stockholders. Our Board adopted the Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on our ability to use our net operating loss carryforwards (the "NOLs") to reduce potential future federal income tax obligations. We have experienced and continue to experience substantial operating losses, and under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, we may "carry forward" these losses in certain circumstances to offset any current and future earnings and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "Ownership Change," as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. The Rights Plan is intended to act as a deterrent to any person or group acquiring 5.0% or more of our outstanding Class A common stock (an "Acquiring Person") without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who own 5.0% or more of our outstanding Class A common stock as of the close of business on August 31, 2007 will not trigger the Rights Plan so long as they do not acquire any additional shares of Class A common stock. The Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our Board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Rights Plan. The Rights. Our Board authorized the issuance of one right per each outstanding share of our Class A common stock and Class B common stock on August 31, 2007. Subject to the terms, provisions and conditions of the Rights Plan, if the rights become exercisable, each right would initially represent the right to purchase from us one one-thousandth of a share of our Series B Junior Preferred Stock for a purchase price of $25.00. If issued, each fractional share of preferred stock would give the stockholder approximately the same dividend and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder of the Company, including without limitation any dividend, voting or liquidation rights.

Summary of Rights. On August 1311, 20072016, the Board of Directors (the "“Board"”) of Charter CommunicationsBioScrip, Inc., a Delaware corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of Class A common stock and Class B common stock, par value $0.0001, of the Company. The dividend is payable to our stockholders of record as of the close of business on August 3125, 2007. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent, dated as of August 14, 2007 (the "Rights Plan")2016. This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Rights Tax Asset Protection Plan, which is incorporated into this summary by referencedated as of August 11 2016, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Plan”). All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights Plan. Upon written request, Charter the Company will provide a copy of the Rights Plan free of charge to any of its stockholders. Our Board The Plan was adopted the Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on diminish the risk that our ability to use our net operating loss carryforwards losses (the "NOLs"“Tax Attributes”) to reduce potential future federal income tax obligationsobligations may become substantially limited. We have experienced and continue to experience substantial operating losses, and under Tax Attributes. Under the Internal Revenue Code and rules regulations promulgated by the Internal Revenue ServiceU.S. Treasury Department, we may "carry forward" forward or otherwise utilize these losses Tax Attributes in certain circumstances to offset any current and future earnings taxable income and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs Tax Attributes do not otherwise become limited, we believe that we will be able to carry forward have available a substantial significant amount of NOLsTax Attributes in future years, and therefore these NOLs Tax Attributes could be a substantial asset to us. However, if we experience an "Ownership Change“ownership change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could Tax Attributes may be substantially limited, and the timing of the usage of the NOLs Tax Attributes could be substantially delayed, which could therefore significantly impair the value of that asset. A company experiences an “ownership change” for tax purposes if the percentage of stock owned by its 5% stockholders (as defined for tax purposes) increases by more than 50 percentage points over a rolling three-year period. The Rights Plan is intended to act as a deterrent to any person or group acquiring 5.0beneficial ownership of 4.9% or more of our outstanding Class A common stock (an "Acquiring Person") without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who beneficially own 5.04.9% or more of our outstanding Class A common stock as upon execution of the close of business on August 31, 2007 Plan will not trigger the Rights Plan so long as they do not acquire any beneficial ownership of additional shares of Class A common stock. The Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our Board may, in its sole discretion, also exempt any person or group from being deemed an Acquiring Person for purposes of triggering the Rights Plan. The Rights. Our Board authorized the issuance of one right per One Right was issued for each outstanding share of our Class A common stock and Class B to our stockholders of record as of the close of business on August 25, 2016. One Right will also be issued together with each share of our common stock on issued after August 3125, 20072016 but before the Distribution Date (as defined below) and, in certain circumstances, after the Distribution Date. Subject to the terms, provisions and conditions of the Rights Plan, if the rights Rights become exercisable, each right Right would initially represent the right to purchase from us one oneten-thousandth of a share of our Series B D Junior Participating Preferred Stock Stock, par value $0.0001 per share (the “Series D Preferred Stock”) for a purchase price of $25.0014.00 (the “Purchase Price”). If issued, each fractional share of preferred stock Series D Preferred Stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right Right does not give its holder any rights as a stockholder of the Company, including including, without limitation limitation, any dividend, voting or liquidation rights.

Summary of Rights. On August 13May 5, 20072017, the Board of Directors (the "“Board"”) of Charter CommunicationsAdvanced Emissions Solutions, Inc., a Delaware corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of Class A common stock and Class B common stock, par value $0.001, of the Company. The dividend is payable to our stockholders of record as of August 31the close of business on May 22, 2007. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent, dated as of August 14, 2007 (the "Rights Plan")2017. This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Rights Tax Asset Protection Plan, which is incorporated into this summary by referencedated as of May 5, 2017, between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Plan”). All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights Plan. Upon written request, Charter the Company will provide a copy of the Rights Plan free of charge to any of its stockholders. Our Board The Plan was adopted the Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on diminish the risk that our ability to use our net operating loss carryforwards losses and general business credit carry-overs (collectively, the "NOLs"“Tax Attributes”) to reduce potential future federal income tax obligationsobligations may become substantially limited. We have experienced and continue to experience substantial operating losses, and under Tax Attributes. Under the Internal Revenue Code and rules regulations promulgated by the Internal Revenue ServiceU.S. Treasury Department, we may "carry forward" forward or otherwise utilize these losses Tax Attributes in certain circumstances to offset any current and future earnings taxable income and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs Tax Attributes do not otherwise become limited, we believe that we will be able to carry forward have available a substantial significant amount of NOLsTax Attributes in future years, and therefore these NOLs Tax Attributes could be a substantial asset to us. However, if we experience an "Ownership Change“ownership change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could Tax Attributes may be substantially limited, and the timing of the usage of the NOLs Tax Attributes could be substantially delayed, which could therefore significantly impair the value of that asset. A company experiences an “ownership change” for tax purposes if the percentage of stock owned by its 5% stockholders (as defined for tax purposes) increases by more than 50 percentage points over a rolling three-year period. The Rights Plan is intended to act as a deterrent to any person or group acquiring 5.0beneficial ownership of 4.99% or more of our outstanding Class A common stock (an "Acquiring Person") without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who beneficially own 5.04.99% or more of our outstanding Class A common stock as upon execution of the close of business on August 31, 2007 Plan will not trigger the Rights Plan so long as they do not acquire any beneficial ownership of additional shares of Class A common stock. The Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our Board may, in its sole discretion, also exempt any person or group from being deemed an Acquiring Person for purposes of triggering the Rights Plan. The Rights. Our Board authorized the issuance of one right per One Right was issued for each outstanding share of our Class A common stock and Class B to our stockholders of record as of the close of business on May 22, 2017. One Right will also be issued together with each share of our common stock on August 31issued after May 22, 20072017 but before the Distribution Date (as defined below) and, in certain circumstances, after the Distribution Date. Subject to the terms, provisions and conditions of the Rights Plan, if the rights Rights become exercisable, each right Right would initially represent the right to purchase from us one oneten-thousandth of a share of our Series B Junior Participating Preferred Stock Stock, par value $0.001 per share (the “Series B Preferred Stock”) for a purchase price of $25.0050.00 (the “Purchase Price”). If issued, each fractional share of preferred stock Series B Preferred Stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right Right does not give its holder any rights as a stockholder of the Company, including including, without limitation limitation, any dividend, voting or liquidation rights. Initial Exercisability. The Rights will not be exercisable until the earlier of (i) ten business days after a public announcement that a person has become an “Acquiring Person” by acquiring beneficial ownership of 4.99% or more of our outstanding common stock, or, in the case of a person that had beneficial ownership of 4.99% or more of our outstanding common stock upon execution of the Plan, by obtaining beneficial ownership of additional shares of common stock or (ii) ten business days (or such later date as may be specified by the Board prior to such time as any person becomes an Acquiring Person) after the commencement of a tender or exchange offer by or on behalf of a person that, if completed, would result in such person becoming an Acquiring Person. We refer to the date that the Rights become exercisable as the “Distribution Date.” Until the Distribution Date, our common stock certificates or the ownership statements issued with respect to uncertificated shares of common stock will evidence the Rights. Any transfer of shares of common stock prior to the Distribution Date will also constitute a transfer of the associated Rights. After the Distribution Date, separate rights certificates will be issued and the Rights may be transferred other than in connection with the transfer of the underlying shares of common stock unless and until our Board has determined to effect an exchange pursuant to the Plan (as described below).

Summary of Rights. On August 13December 17, 20072008, the Board of Directors (the "“Board"”) of Charter CommunicationsThe Xxxxxx Group, Inc., a Delaware Maryland corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right for each outstanding share of Class A common stock and Class B common stock. The dividend is payable to our stockholders of record as of August 31December 29, 20072008. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services American Stock Transfer & Trust Company, LLC, a New Jersey limited liability company, as Rights Agent, dated as of August 14December 18, 2007 2008 (the "“Rights Plan"”). This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Rights Plan, which is incorporated into this summary by reference. All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights Plan. Upon written request, Charter the Company will provide a copy of the Rights Plan free of charge to any of its stockholders. Our Board of Directors adopted the Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on diminish the risk that our ability to use our net operating loss carryforwards losses and unrealized losses (collectively, the "“NOLs"”) to reduce potential future federal income tax obligationsobligations may become substantially limited. We have experienced and continue to experience substantial operating losses, including realized losses for tax purposes from sales of inventory and under land previously written down for financial statement purposes, which would produce NOLs. Under the Internal Revenue Code and rules regulations promulgated by the Internal Revenue ServiceU.S. Treasury Department, we may "“carry forward" ” these losses NOLs in certain circumstances to offset any current and future earnings taxable income and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "“Ownership Change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs, including NOLs could later arising from sales of land and inventory previously written down, will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. The Rights Plan is intended to act as a deterrent to any person or group acquiring 5.04.9% or more of our outstanding Class A common stock (an "“Acquiring Person"”) without the approval of our Board. The holdings Board of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights PlanDirectors. Stockholders who own 5.04.9% or more of our outstanding Class A common stock as of the close of business on August 31December 29, 2007 2008 will not trigger the Rights Plan so long as they do not (i) acquire any additional shares of Class A common stockstock or (ii) fall under 4.9% ownership of common stock and then re-acquire 4.9% or more of the common stock of the Company. The Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our Board of Directors may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Rights Plan. The Rights. Our Board authorized the issuance of one right per each outstanding share of our Class A common stock and Class B common stock on August 31payable to our stockholders of record as of December 29, 20072008. Subject to the terms, provisions and conditions of the Rights Plan, if the rights become exercisable, each right would initially represent the right to purchase from us one oneten-thousandth of a share of our Series B A Junior Participating Preferred Stock (the “Series A Preferred Stock”) for a purchase price of $25.0090.00 (the “Purchase Price”). If issued, each fractional share of preferred stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder of the Company, including without limitation any dividend, voting or liquidation rights.

Summary of Rights. On August 13April 28, 20072009, the Board of Directors (the "“Board"”) of Charter CommunicationsSirius XM Radio, Inc., a Delaware corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right for each outstanding share of Class A common stock and Class B common stock. The dividend is payable to our stockholders of record as of August 31May 11, 20072009. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a The Bank of New Jersey limited liability companyYork Mellon, as Rights Agent, dated as of August 14April 29, 2007 2009 (the "“Rights Plan"”). This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Rights Plan, which is incorporated into this summary by reference. All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights Plan. Upon written request, Charter the Company will provide a copy of the Rights Plan free of charge to any of its stockholders. Our Board adopted the Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on our ability to use our net operating loss carryforwards and certain other tax benefits (the "“NOLs"”) to reduce potential future federal income tax obligations. We have experienced and continue to experience substantial operating losses, and under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, we may "“carry forward" ” these losses in certain circumstances to offset any current and future earnings and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "“Ownership Change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. The Rights Plan is intended to act as a deterrent to any person or group (other than the Company, any Related Person or any Exempt Person) (an “Acquiring Person”) acquiring 5.04.9% or more of our outstanding Class A common stock (an "Acquiring Person"assuming for purposes of this calculation that all of the Series A Convertible Preferred Stock and Series B-1 Convertible Preferred Stock are converted into common stock) without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who own 5.04.9% or more of our outstanding Class A common stock as of the close of business on August 31April 29, 2007 2009 will not trigger the Rights Plan so long as they do not (i) acquire any additional shares of Class A common stock or (ii) fall under 4.9% ownership of common stock and then re-acquire 4.9% or more of the common stock. The Rights Plan does not exempt any exempts future acquisitions of Class A common stock by such personsany Liberty Party, but does not in any respect alter the respective rights and obligations of the Company and the Liberty Parties under the Liberty Investment Agreement. Any rights held by an Acquiring Person are null and void and may not be exercised. Our Board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Rights Plan. The Rights. Our Board authorized the issuance of one right per each outstanding share of our Class A common stock and Class B common stock on August 31payable to our stockholders of record as of May 11, 20072009. Subject to the terms, provisions and conditions of the Rights Plan, if the rights become exercisable, each right would initially represent the right to purchase from us one one-thousandth millionth of a share of our Series B C Junior Preferred Stock for a purchase price of $25.002.00 (the “Purchase Price”). If issued, each fractional share of preferred stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder of the Company, including without limitation any dividend, voting or liquidation rights.

Summary of Rights. On August 13September 24, 20072008, the our Board of Directors (the "Board") of Charter Communications, Inc., a Delaware corporation (the "Company"), adopted a rights plan and declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of Class A common stock Common Stock and Class B common stock. The dividend is payable to our stockholders of record Common Stock outstanding as of August 31October 9, 20072008 (the “Record Date”). The terms of the rights and the rights plan Rights are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability companyAmerican Stock Transfer & Trust Company, as Rights Agent, dated as of August 14September 29, 2007 2008 (the "“Rights Plan"”). This summary Summary of rights Rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Rights Plan, which is incorporated into this summary by reference. All capitalized Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights Plan. Upon written request, Charter we will provide a copy of the Rights Plan free of charge to any of its stockholdersour shareholders. Our Board adopted the Rights Plan in an effort to protect stockholder shareholder value by attempting to protect against a possible limitation on our ability to use our net operating loss carryforwards (the "“NOLs"”) to reduce potential future federal income tax obligations. We have experienced and continue to experience substantial operating losses, and under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, we may "“carry forward" ” these losses in certain circumstances to offset any current and future earnings and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "“Ownership Change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. The Rights Plan is intended to act as a deterrent to any person or group from acquiring 5.0% or more of our outstanding Class A common stock Common Stock (an "“Acquiring Person"”) without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders Shareholders who own 5.0% or more of our outstanding Class A common stock Common Stock as of the close of business on August 31, 2007 the Record Date will not trigger exercisability of the Rights under the Rights Plan so long as they do not (i) acquire any additional shares of Class A common stockCommon Stock or (ii) fall under 5.0% ownership of Class A Common Stock and then re-acquire 5.0% or more of the Class A Common Stock. The Rights Plan does not exempt any future acquisitions of Class A common stock Common Stock by such persons. Any rights held Additionally, a shareholder who our Board determines has inadvertently exceeded the 5.0% threshold can avoid the dilutive effect of the Rights by an Acquiring Person are void and may not be exercisedpromptly divesting shares of Class A Common Stock so as to reduce its interest below the threshold level. Our Further, our Board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Rights Plan. Any Rights held by an Acquiring Person and the Acquiring Person’s Affiliates and Associates will become void and may not be exercised. By providing a deterrent to any person or group from acquiring 5.0% or more of our outstanding Class A Common Stock, the Rights Plan may also have an anti-takeover effect. However, the Rights Plan should not interfere with any merger or other business combination approved by our Board. The Rights. Our Board authorized the issuance of one right Right per each outstanding share of our Class A common stock Common Stock and Class B common stock on August 31Common Stock outstanding as of October 9, 20072008. Subject to the terms, provisions and conditions of the Rights Plan, if the rights Rights become exercisable, each right Right would initially represent the right to purchase from us one one-thousandth hundredth of a share of our Series B A Junior Participating Preferred Stock for a purchase price of $25.0012.00 (the “Purchase Price”). If issued, each fractional share of preferred stock Series A Junior Participating Preferred Stock would give the stockholder shareholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stockCommon Stock. However, prior to exercise, a right Right does not give its holder any rights as a stockholder shareholder of the Company, including including, without limitation limitation, any dividend, voting or liquidation rights.

Summary of Rights. On August 13March 16, 20072010, the Board of Directors (the "“Board"”) of Charter Communications, Inc.Abraxas Petroleum Corporation, a Delaware Nevada corporation (the "“Company"”), adopted a rights plan Tax Benefits Preservation Plan and declared a dividend of one preferred share purchase right (“Rights”) for each outstanding share of Class A common stock and Class B common stock. The dividend is payable to our stockholders of record as of August 31March 16, 20072010. The terms of the rights Rights and the rights plan Tax Benefits Preservation Plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability companyAmerican Stock Transfer & Trust Company, as Rights Agent, dated as of August 14March 16, 2007 2010 (the "Rights “Tax Benefits Preservation Plan"”). This summary of rights provides only a general description of the Rights Tax Benefits Preservation Plan, and thus, should be read together with the entire Rights Tax Benefits Preservation Plan, which is incorporated into this summary by reference. All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights Tax Benefits Preservation Plan. Upon written request, Charter the Company will provide a copy of the Rights Tax Benefits Preservation Plan free of charge to any of its stockholders. Our Board adopted the Rights Tax Benefits Preservation Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on our ability to use our net operating loss carryforwards (the "“NOLs"”) to reduce potential future federal income tax obligations. We have experienced experienced, and continue to experience may in the future experience, substantial operating losses, and under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, we may "“carry forward" ” these losses in certain circumstances to offset any current and future earnings and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "“Ownership Change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. The Rights Tax Benefits Preservation Plan is intended to act as a deterrent to any person or group acquiring 5.04.9% or more of our outstanding Class A common stock (an "“Acquiring Person"”) without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who own 5.04.9% or more of our outstanding Class A common stock as of the close of business on August 31March 16, 2007 2010 will not trigger the Rights Tax Benefits Preservation Plan so long as they do not (i) acquire any additional shares of Class A common stock or (ii) fall under 4.9% ownership of common stock and then re−acquire 4.9% or more of the common stock. The Rights Tax Benefits Preservation Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights Rights held by an Acquiring Person are null and void and may not be exercised. Our Board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Rights Tax Benefits Preservation Plan. The Rights. Our Board authorized the issuance of one right Right per each outstanding share of our Class A common stock and Class B common stock on August 31payable to our stockholders of record as of March 16, 20072010. Subject to the terms, provisions and conditions of the Rights Tax Benefits Preservation Plan, if the rights Rights become exercisable, each right Right would initially represent the right to purchase from us one one-thousandth one−thousandth of a share of our Series B 2010 Junior Participating Preferred Stock (“Series 2010 Preferred Stock”) for a purchase price of $25.007.00 (the “Purchase Price”). If issued, each fractional share of preferred stock Series 2010 Preferred Stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right Right does not give its holder any rights as a stockholder of the CompanyCompany including, including without limitation any dividend, voting or liquidation rights.

Summary of Rights. On August 13May 11, 20072010, the Board of Directors (the "“Board"”) of Charter Communications, THQ Inc., a Delaware corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of Class A common stock and Class B common stock, par value $.01, of the Company. The dividend is payable on May 24, 2010 to our stockholders of record as of August 31the close of business on May 24, 2007. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent, dated as of August 14, 2007 (the "Rights Plan")2010. This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Section 382 Rights PlanAgreement, which is incorporated into this summary by referencedated as of May 12, 2010, between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agreement”). All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights PlanAgreement. Upon written request, Charter the Company will provide a copy of the Rights Plan Agreement free of charge to any of its stockholders. Our Board adopted the Rights Plan Agreement in an effort to protect stockholder the value by attempting to protect against a possible limitation on our ability to use our of net operating loss and tax credit carryforwards (the "“NOLs") to reduce potential future federal income tax obligations”). We have experienced and continue to experience substantial operating losses, and under NOLs. Under the Internal Revenue Code and rules regulations promulgated by the Internal Revenue ServiceU.S. Treasury Department, we may "“carry forward" ” these losses NOLs in certain circumstances to offset any current and future earnings taxable income and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "Ownership Change“ownership change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could be substantially limited, and the timing of the usage of the NOLs could be substantially delayedlimited, which could therefore significantly impair the value of that assetthe NOLs. A company experiences an “ownership change” for tax purposes if the percentage of stock owned by its “5-percent shareholders” (as defined for tax purposes) increases by more than 50 percentage points over a rolling three-year period. The Rights Plan Agreement is intended to act as a deterrent to deter any person or group from acquiring 5.0beneficial ownership of 4.9% or more of our outstanding Class A common stock (an "Acquiring Person") without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders stock, as well as to deter any person who own 5.0already beneficially owned 4.9% or more of our outstanding Class A common stock as of the close of business on August 31May 12, 2007 2010 from acquiring additional shares of our outstanding common stock, without the approval of the Independent Director Evaluation Committee of our Board (a committee consisting of independent and disinterested directors, who shall initially be the members of the Nominating/Corporate Governance Committee of our Board). Beneficial ownership under the Rights Agreement is based generally on certain rules under Section 382 of the Internal Revenue Code and under certain federal securities laws. Stockholders who beneficially own 4.9% or more of our outstanding common stock as of the close of business on May 12, 2010 will not trigger the Rights Plan Agreement so long as they do not acquire any additional shares of Class A common stock representing one-tenth of one percent (0.1%) of our common stock then outstanding at a time when they still beneficially own 4.9% or more of our outstanding common stock. The Subject to the provisions of the Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our Board Agreement, the Independent Director Evaluation Committee may, in its sole discretiondiscretion and upon receipt of an advance waiver request from a stockholder who desires to effect an acquisition of common stock that would otherwise trigger the Rights Agreement, exempt any person or group such a transaction from being deemed an Acquiring Person for purposes of triggering the Rights Plan. The Rights. Our Board authorized the issuance of one right per each outstanding share of our Class A common stock and Class B common stock on August 31, 2007. Subject to the terms, provisions and conditions of the Rights Plan, if the rights become exercisable, each right would initially represent the right to purchase from us one one-thousandth of a share of our Series B Junior Preferred Stock for a purchase price of $25.00. If issued, each fractional share of preferred stock would give the stockholder approximately the same dividend and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder of the Company, including without limitation any dividend, voting or liquidation rightsAgreement.

Summary of Rights. On August 13July 29, 20072008, the Board of Directors (the "Board") of Charter CommunicationsHovnanian Enterprises, Inc., a Delaware corporation (the "Company"), adopted a rights plan and declared a dividend of one preferred share purchase right for each outstanding share of Class A common stock and Class B common stock. The dividend is payable to our stockholders of record as of August 3115, 20072008. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability companyNational City Bank, as Rights Agent, dated as of August 14, 2007 2008 (the "Rights Plan"). This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Rights Plan, which is incorporated into this summary by reference. All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights Plan. Upon written request, Charter the Company will provide a copy of the Rights Plan free of charge to any of its stockholders. Our Board adopted the Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on our ability to use our net operating loss carryforwards (the "NOLs") to reduce potential future federal income tax obligations. We have experienced and continue to experience substantial operating losses, and under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, we may "carry forward" these losses in certain circumstances to offset any current and future earnings and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "Ownership Change," as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. The Rights Plan is intended to act as a deterrent to any person or group acquiring 5.04.9% or more of our outstanding Class A common stock (an "Acquiring Person") without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who own 5.04.9% or more of our outstanding Class A common stock as of the close of business on August 3115, 2007 2008 will not trigger the Rights Plan so long as they do not (i) acquire any additional shares of Class A common stock or (ii) fall under 4.9% ownership of Class A common stock and then re-acquire 4.9% or more of the Class A common stock. The Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. .Any rights held by an Acquiring Person are void and may not be exercised. Our Board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Rights Plan. The Rights. Our Board authorized the issuance of one right per each outstanding share of our Class A common stock and Class B common stock on payable to our stockholders of record as of August 3115, 20072008. Subject to the terms, provisions and conditions of the Rights Plan, if the rights become exercisable, each right would initially represent the right to purchase from us one oneten-thousandth of a share of our Series B Junior Preferred Stock for a purchase price of $25.0035.00 (the “Purchase Price”) . If issued, each fractional share of preferred stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder of the Company, including without limitation any dividend, voting or liquidation rights.

Summary of Rights. On August 1319, 20072009, the Board of Directors (the "“Board"”) of Charter CommunicationsX.X. Xxxxxx, Inc., a Delaware corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of Class A common stock and Class B common stock, par value $0.01, of the Company. The dividend is payable on August 31, 2009 to our stockholders of record as of the close of business on August 31, 2007. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent, dated as of August 14, 2007 (the "Rights Plan")2009. This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Section 382 Rights PlanAgreement, which is incorporated into this summary by referencedated as of August 19, 2009, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agreement”). All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights PlanAgreement. Upon written request, Charter the Company will provide a copy of the Rights Plan Agreement free of charge to any of its stockholders. Our Board adopted the Rights Plan Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on diminish the risk that our ability to use our net operating loss carryforwards losses and unrealized losses (collectively, the "“NOLs"”) to reduce potential future federal income tax obligationsobligations may become substantially limited. We have experienced and continue to experience substantial operating losses, including realized losses for tax purposes from sales of inventory and under land previously written down for financial statement purposes, which would produce NOLs. Under the Internal Revenue Code and rules regulations promulgated by the Internal Revenue ServiceU.S. Treasury Department, we may "“carry forward" ” these losses NOLs in certain circumstances to offset any current and future earnings taxable income and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "Ownership Change“ownership change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs, including NOLs could later arising from sales of land and inventory previously written down, may be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. A company experiences an “ownership change” for tax purposes if the percentage of stock owned by its 5% stockholders (as defined for tax purposes) increases by more than 50 percentage points over a rolling three-year period. The Rights Plan Agreement is intended to act as a deterrent to any person or group acquiring 5.0beneficial ownership of 4.9% or more of our outstanding Class A common stock (an "Acquiring Person") within the meaning of the Internal Revenue Code and the regulations promulgated thereunder without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who beneficially own 5.04.9% or more of our outstanding Class A common stock as of the close of business on August 3119, 2007 2009 will not trigger the Rights Plan Agreement so long as they do not acquire any additional shares of Class A our common stock at a time when they still beneficially own 4.9% or more of our outstanding common stock. The Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our Board may, in its sole discretion, also exempt any person or group from being deemed an Acquiring Person for purposes of triggering the Rights Plan. The Rights. Our Board authorized the issuance of one right per each outstanding share of our Class A common stock and Class B common stock on August 31, 2007. Subject to the terms, provisions and conditions of the Rights Plan, if the rights become exercisable, each right would initially represent the right to purchase from us one one-thousandth of a share of our Series B Junior Preferred Stock for a purchase price of $25.00. If issued, each fractional share of preferred stock would give the stockholder approximately the same dividend and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder of the Company, including without limitation any dividend, voting or liquidation rightsAgreement.

Summary of Rights. On August 13January 18, 20072021, the Board of Directors (the "“Board"”) of Charter CommunicationsHovnanian Enterprises, Inc., a Delaware corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right for each outstanding share of Class A common stock and Class B common stock. The dividend is payable to our stockholders of record as of August 31approved the Company entering into, 2007. The terms of the rights and the rights plan are set forth in a Company entered into, Amendment No. 2 (the “Amendment”) to the Rights Agreement, by and between us the Company and Mellon Investor Services LLCComputershare Trust Company, a New Jersey limited liability company, N.A. (as Rights Agentsuccessor to National City Bank), dated as of August 14, 2007 2008, as amended by Amendment No. 1, dated January 11, 2018 (as amended through the "date hereof, the “Amended Rights Plan"”). This summary of rights provides only a general description of the Amended Rights Plan, and thus, should be read together with the entire Amended Rights Plan, which is incorporated into this summary by reference. All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Amended Rights Plan. Upon written request, Charter the Company will provide a copy of the Amended Rights Plan free of charge to any of its stockholders. Our Board adopted approved the Amended Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on our ability to use our net operating loss carryforwards (the "“NOLs"”) to reduce future potential future federal income tax obligations. We have experienced and continue to experience substantial operating losses, and under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, we may "“carry forward" ” these losses in certain circumstances to offset any current and future earnings and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "“Ownership Change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. The Amended Rights Plan is intended to act as a deterrent to any person or group acquiring 5.04.9% or more of our outstanding Class A common stock (an "“Acquiring Person"”) without the approval of our Board. The holdings , thereby reducing the likelihood of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Planan Ownership Change. Stockholders who own 5.0owned 4.9% or more of our outstanding Class A common stock as of the close of business on August 3115, 2007 will 2008 would not trigger have triggered the Amended Rights Plan so long as they did not and do not (i) acquire any additional shares of Class A common stock or (ii) fall under 4.9% ownership of Class A common stock and then re-acquire 4.9% or more of the Class A common stock. The Amended Rights Plan does not exempt any future subsequent acquisitions of Class A common stock by such persons. Any rights Rights held by an Acquiring Person and certain Associates, Affiliates and transferees thereof are void and may not be exercised. Our Board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Amended Rights Plan. The Rights. Our Board authorized the issuance of one right Right per each outstanding share of our Class A common stock and Class B common stock on payable to our stockholders of record as of August 3115, 20072008 and the issuance of one Right per each share of Class A common stock and Class B common stock issued or delivered by the Company after such date but before the earlier of the Distribution Date (as defined below) and the Expiration Date (as defined below). Notwithstanding any prior adjustments to the number of Rights associated with each share of Class A common stock and/or Class B common stock, as applicable, as of January 18, 2021, each outstanding share of Class A common stock and Class B common stock entitles the holder thereof to one Right, and each share of Class A common stock and/or Class B common stock, as applicable, issued or delivered after January 18, 2021, but prior to the earlier of the Distribution Date and the Expiration Date, will entitle the holder thereof to one Right, in each case, subject to adjustments in accordance with the Amended Rights Plan. Subject to the terms, provisions and conditions of the Amended Rights Plan, if the rights Rights become exercisable, each right Right would initially represent the right to purchase from us one oneten-thousandth of a share of our Series B Junior Preferred Stock for a purchase price of $25.00171.85 (the “Purchase Price”). If issued, each fractional share of preferred stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right Right does not give its holder any rights as a stockholder of the Company, including without limitation any dividend, voting or liquidation rights.

Summary of Rights. On August 13January 11, 20072024, the Board of Directors (the "“Board"”) of Charter CommunicationsHovnanian Enterprises, Inc., a Delaware corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right for each outstanding share of Class A common stock and Class B common stock. The dividend is payable to our stockholders of record as of August 31approved the Company entering into, 2007. The terms of the rights and the rights plan are set forth in a Company entered into, Amendment No. 3 (the “Amendment”) to the Rights Agreement, by and between us the Company and Mellon Investor Services LLCComputershare Trust Company, a New Jersey limited liability company, N.A. (as Rights Agentsuccessor to National City Bank), dated as of August 14, 2007 2008, as amended by Amendment No. 1, dated January 11, 2018, and Amendment No. 2, dated January 18, 2021 (as amended through the "date hereof, the “Amended Rights Plan"”). This summary of rights provides only a general description of the Amended Rights Plan, and thus, should be read together with the entire Amended Rights Plan, which is incorporated into this summary by reference. All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Amended Rights Plan. Upon written request, Charter the Company will provide a copy of the Amended Rights Plan free of charge to any of its stockholders. Our Board adopted approved the Amended Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on our ability to use our net operating loss carryforwards (the "“NOLs"”) to reduce future potential future federal income tax obligations. We have experienced and continue to experience substantial operating losses, and under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, we may "“carry forward" ” these losses in certain circumstances to offset any current and future earnings and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "“Ownership Change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. The Amended Rights Plan is intended to act as a deterrent to any person or group acquiring 5.04.9% or more of our outstanding Class A common stock (an "“Acquiring Person"”) without the approval of our Board. The holdings , thereby reducing the likelihood of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Planan Ownership Change. Stockholders who own 5.0owned 4.9% or more of our outstanding Class A common stock as of the close of business on August 3115, 2007 will 2008 would not trigger have triggered the Amended Rights Plan so long as they did not and do not (i) acquire any additional shares of Class A common stock or (ii) fall under 4.9% ownership of Class A common stock and then re-acquire 4.9% or more of the Class A common stock. The Amended Rights Plan does not exempt any future subsequent acquisitions of Class A common stock by such persons. Any rights Rights held by an Acquiring Person and certain Associates, Affiliates and transferees thereof are void and may not be exercised. Our Board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Amended Rights Plan. The Rights. Our Board authorized the issuance of one right Right per each outstanding share of our Class A common stock and Class B common stock on payable to our stockholders of record as of August 3115, 20072008 and the issuance of one Right per each share of Class A common stock and Class B common stock issued or delivered by the Company after such date but before the earlier of the Distribution Date (as defined below) and the Expiration Date (as defined below). Notwithstanding any prior adjustments to the number of Rights associated with each share of Class A common stock and/or Class B common stock, as applicable, as of January 18, 2021, each outstanding share of Class A common stock and Class B common stock entitles the holder thereof to one Right, and each share of Class A common stock and/or Class B common stock, as applicable, issued or delivered after January 18, 2021, but prior to the earlier of the Distribution Date and the Expiration Date, will entitle the holder thereof to one Right, in each case, subject to adjustments in accordance with the Amended Rights Plan. Subject to the terms, provisions and conditions of the Amended Rights Plan, if the rights Rights become exercisable, each right Right would initially represent the right to purchase from us one oneten-thousandth of a share of our Series B Junior Preferred Stock for a purchase price of $25.00802.00 (the “Purchase Price”). If issued, each fractional share of preferred stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right Right does not give its holder any rights as a stockholder of the Company, including without limitation any dividend, voting or liquidation rights.

Summary of Rights. On August 13May 4, 20072011, the Board of Directors (the "“Board"”) of Charter CommunicationsOnvia, Inc., a Delaware corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of Class A common stock and Class B common stock, par value $0.0001, of the Company (the “Common Stock”). The dividend is payable on May 23, 2011 to our stockholders of record as of August 31the close of business on May 23, 2007. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent, dated as of August 14, 2007 (the "Rights Plan")2011. This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Section 382 Rights PlanAgreement, which is incorporated into this summary by referencedated as of May 4, 2011, between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”). All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights PlanAgreement. Upon written request, Charter the Company will provide a copy of the Rights Plan Agreement free of charge to any of its stockholders. Our Board adopted the Rights Plan Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on diminish the risk that our ability to use our net operating loss carryforwards losses (collectively, the "“NOLs"”) to reduce potential future federal income tax obligationsobligations may become substantially limited. We have experienced and continue to experience substantial operating losses, and under Under the Internal Revenue Code and rules regulations promulgated by the Internal Revenue ServiceU.S. Treasury Department, we may "“carry forward" ” these losses NOLs in certain circumstances to offset any current and future earnings taxable income and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "Ownership Change“ownership change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could may be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. A company experiences an “ownership change” for tax purposes if the percentage of stock owned by its 5% stockholders (as defined for tax purposes) increases by more than 50 percentage points over a rolling three-year period. The Rights Plan Agreement is intended to act as a deterrent to any person or group acquiring 5.0beneficial ownership of 4.9% or more of our outstanding Class A common stock (an "Acquiring Person") Common Stock without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who beneficially own 5.04.9% or more of our outstanding Class A common stock Common Stock as of the close of business on August 31May 4, 2007 2011 will not trigger the Rights Plan Agreement so long as they do not acquire any beneficial ownership of additional shares of Class A common stockour Common Stock representing 1.0% or more of our outstanding Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock) at a time when they still beneficially own 4.9% or more of our outstanding Common Stock. The Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our In addition, the Board may, in its retains the sole discretion, discretion to exempt any person or group from being deemed an Acquiring Person for purposes of the penalties imposed by the Rights PlanAgreement. The Board remains open to all alternatives to maximize stockholder value, and may in its sole discretion exempt a proposed acquisition of our Common Stock from the Rights Agreement, including if it determines that the acquisition is in the Company’s best interests, or if it will not jeopardize our tax benefits. The Rights Agreement is not expected to interfere with any merger or other business combination approved by our Board. The Rights. Our Board authorized the issuance of one right Right per each outstanding share of our Class A common stock and Class B common stock Common Stock payable to our stockholders of record as of the close of business on August 31May 23, 20072011. One Right will also be issued together with each share of our Common Stock issued after May 23, 2011 but before the Distribution Date (as defined below) and, in certain circumstances, after the Distribution Date. Subject to the terms, provisions and conditions of the Rights PlanAgreement, if the rights Rights become exercisable, each right Right would initially represent the right to purchase from us one one-thousandth of a share of our Series B RA Junior Participating Preferred Stock Stock, par value $0.0001 per share (the “Series RA Preferred Stock”) for a purchase price of $25.0020.00 (the “Purchase Price”). If issued, each fractional share of preferred stock Series RA Preferred Stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stockCommon Stock. However, prior to exercise, a right Right does not give its holder any rights as a stockholder of the Company, including including, without limitation limitation, any dividend, voting or liquidation rights.

Summary of Rights. On August 13January 7, 20072011, the Board of Directors (the "“Board"”) of Charter Communications, Inc.Xxxxx Healthcare Corporation, a Delaware Nevada corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of Class A common stock and Class B common stock, par value $.05, of the Company. The dividend is payable on January 17, 2011 to our stockholders of record as of August 31the close of business on January 17, 2007. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent, dated as of August 14, 2007 (the "Rights Plan")2011. This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Section 382 Rights PlanAgreement, which is incorporated into this summary by referencedated as of January 7, 2011, between the Company and The Bank of New York Mellon, as Rights Agent (the “Rights Agreement”). All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights PlanAgreement. Upon written request, Charter the Company will provide a copy of the Rights Plan Agreement free of charge to any of its stockholders. Our Board adopted the Rights Plan Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on diminish the risk that our ability to use our net operating loss carryforwards losses (collectively, the "“NOLs"”) to reduce potential future federal income tax obligationsobligations may become substantially limited. We have experienced and continue to experience substantial operating losses, and under NOLs. Under the Internal Revenue Code and rules regulations promulgated by the Internal Revenue ServiceU.S. Treasury Department, we may "“carry forward" ” these losses NOLs in certain circumstances to offset any current and future earnings taxable income and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "Ownership Change“ownership change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could may be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. A company experiences an “ownership change” for tax purposes if the percentage of stock owned by its 5% stockholders (as defined for tax purposes) increases by more than 50 percentage points over a rolling three-year period. The Rights Plan Agreement is intended to act as a deterrent to any person or group acquiring 5.0beneficial ownership of 4.9% or more of our outstanding Class A common stock (an "Acquiring Person") without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who beneficially own 5.04.9% or more of our outstanding Class A common stock as of the close of business on August 31January 7, 2007 2011 will not trigger the Rights Plan Agreement so long as they do not acquire any beneficial ownership of additional shares of Class A common stock representing one-quarter of one percent (0.25%) of our common stock at a time when they still beneficially own 4.9% or more of our outstanding common stock. The Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our Board may, in its sole discretion, also exempt any person or group from being deemed an Acquiring Person for purposes of triggering the Rights PlanAgreement. The Rights. Our Board authorized the issuance of one right Right per each outstanding share of our Class A common stock and Class B payable to our stockholders of record as of the close of business on January 17, 2011. One Right will also be issued together with each share of our common stock on August 31issued after January 17, 20072011 but before the Distribution Date (as defined below) and, in certain circumstances, after the Distribution Date. Subject to the terms, provisions and conditions of the Rights PlanAgreement, if the rights Rights become exercisable, each right Right would initially represent the right to purchase from us one oneten-thousandth of a share of our Series B A Junior Participating Preferred Stock Stock, par value $.15 per share (the “Series A Preferred Stock”) for a purchase price of $25.0020.00 (the “Purchase Price”). If issued, each fractional share of preferred stock Series A Preferred Stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right Right does not give its holder any rights as a stockholder of the Company, including including, without limitation limitation, any dividend, voting or liquidation rights. Initial Exercisability. The Rights will not be exercisable until the earlier of (i) ten business days after a public announcement that a person has become an “Acquiring Person” by acquiring beneficial ownership of 4.9% or more of our outstanding common stock (or, in the case of a person that had beneficial ownership of 4.9% or more of our outstanding common stock as of the close of business on January 7, 2011, by obtaining beneficial ownership of additional shares of common stock representing one-quarter of one percent (0.25%) of our common stock) and (ii) ten business days (or such later date as may be specified by the Board prior to such time as any person becomes an Acquiring Person) after the commencement of a tender or exchange offer by or on behalf of a person that, if completed, would result in such person becoming an Acquiring Person. We refer to the date that the Rights become exercisable as the “Distribution Date.” Until the Distribution Date, our common stock certificates or the ownership statements issued with respect to uncertificated shares of common stock will evidence the Rights. Any transfer of shares of common stock prior to the Distribution Date will also constitute a transfer of the associated Rights. After the Distribution Date, separate rights certificates will be issued and the Rights may be transferred other than in connection with the transfer of the underlying shares of common stock unless and until our Board has determined to effect an exchange pursuant to the Rights Agreement (as described below).

Summary of Rights. On August 13April 24, 20072014, the Board of Directors (the "Board") of Charter CommunicationsOnvia, Inc., a Delaware corporation (the "“Company"”), adopted a rights plan entered into an Amended and Restated Section 382 Rights Agreement with Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”). The Board of Directors (the “Board”) of the Company had previously, on May 4, 2011, declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of Class A common stock and Class B common stock. The dividend is payable , par value $0.0001, of the Company (the “Common Stock”) that was paid on May 23, 2011 to our stockholders of record as of August 31the close of business on May 23, 2007. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent, dated as of August 14, 2007 (the "Rights Plan")2011. This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Amended and Restated Section 382 Rights PlanAgreement, which is incorporated into this summary by referencedated as of April 24, 2014, between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”). All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights PlanAgreement. Upon written request, Charter the Company will provide a copy of the Rights Plan Agreement free of charge to any of its stockholders. Our Board adopted the Rights Plan Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on diminish the risk that our ability to use our net operating loss carryforwards losses (collectively, the "“NOLs"”) to reduce potential future federal income tax obligationsobligations may become substantially limited. We have experienced and continue to experience substantial operating losses, and under Under the Internal Revenue Code and rules regulations promulgated by the Internal Revenue ServiceU.S. Treasury Department, we may "“carry forward" ” these losses NOLs in certain circumstances to offset any current and future earnings taxable income and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "Ownership Change“ownership change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could may be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. A company experiences an “ownership change” for tax purposes if the percentage of stock owned by its 5% stockholders (as defined for tax purposes) increases by more than 50 percentage points over a rolling three-year period. The Rights Plan Agreement is intended to act as a deterrent to any person or group acquiring 5.0beneficial ownership of 4.9% or more of our outstanding Class A common stock (an "Acquiring Person") Common Stock without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who beneficially own 5.04.9% or more of our outstanding Class A common stock Common Stock as of the close of business on August 31April 24, 2007 2014 will not trigger the Rights Plan Agreement so long as they do not acquire any beneficial ownership of additional shares of Class A common stockour Common Stock representing 1.0% or more of our outstanding Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of Common Stock, or pursuant to a split or subdivision of the outstanding shares of Common Stock, or as a result of the grant of any options, warrants, rights or similar interests (including restricted shares and restricted stock units) by the Company to its directors, officers and employees pursuant to any employee benefit or stock ownership plan of the Company or the exercise or conversion of any such securities so granted) at a time when they still beneficially own 4.9% or more of our outstanding Common Stock. The Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our In addition, the Board may, in its retains the sole discretion, discretion to exempt any person or group from being deemed an Acquiring Person for purposes of the penalties imposed by the Rights PlanAgreement. The Board remains open to all alternatives to maximize stockholder value, and may in its sole discretion exempt a proposed acquisition of our Common Stock from the Rights Agreement, including if it determines that the acquisition is in the Company’s best interests, or if it will not jeopardize our tax benefits. The Rights Agreement is not expected to interfere with any merger or other business combination approved by our Board. The Rights. Our Board authorized the issuance of one right Right per each outstanding share of our Class A common stock Common Stock which was paide to our stockholders of record as of the close of business on May 23, 2011. One Right has been and Class B common stock on August 31will continue to be issued together with each share of our Common Stock issued after May 23, 20072011 but before the Distribution Date (as defined below) and, in certain circumstances, after the Distribution Date. Subject to the terms, provisions and conditions of the Rights PlanAgreement, if the rights Rights become exercisable, each right Right would initially represent the right to purchase from us one one-thousandth of a share of our Series B RA Junior Participating Preferred Stock Stock, par value $0.0001 per share (the “Series RA Preferred Stock”) for a purchase price of $25.0020.00 (the “Purchase Price”). If issued, each fractional share of preferred stock Series RA Preferred Stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stockCommon Stock. However, prior to exercise, a right Right does not give its holder any rights as a stockholder of the Company, including including, without limitation limitation, any dividend, voting or liquidation rights.

Summary of Rights. On August 13July 16, 20072009, the Board of Directors (the "“Board"”) of Charter Communications, Inc.Tri-S Security Corporation, a Delaware Georgia corporation (the "“Company"” or “we”), adopted a rights plan Rights Agreement and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of Class A common stock and Class B our common stock, par value $.001 (the “Common Stock”). The dividend is payable to our stockholders shareholders of record as of August 3117, 20072009. The terms of the rights Rights and the rights plan Rights Agreement are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability companyRegistrar and Transfer Company, as Rights Agent, dated as of August 147, 2007 2009 (the "“Rights Plan"Agreement”). This summary Summary of rights Rights provides only a general description of the Rights Plan, Agreement and thus, should be read together with the entire Rights PlanAgreement, which is incorporated into this summary Summary of Rights by reference. All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights PlanAgreement. Upon written request, Charter the Company will provide a copy of the Rights Plan Agreement free of charge to any of its stockholdersshareholders. Our Board adopted the Rights Plan Agreement in an effort to protect stockholder shareholder value by attempting to protect against a possible limitation on our ability to use our net operating loss carryforwards (the "“NOLs"”) to reduce potential future federal income tax obligations. We have experienced and continue to experience substantial operating losses, and under . Under the Internal Revenue Code (the “Code”) and rules promulgated by the Internal Revenue Service, we may "“carry forward" ” these losses in certain circumstances to offset any current and future earnings and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs; therefore, and therefore these NOLs could be a substantial asset to us. However, if we experience an "“Ownership Change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. The Rights Plan Agreement is intended to act as a deterrent to any person or group acquiring 5.0becoming the “Beneficial Owner” (as such term is defined in the Rights Agreement) of 4.9% or more of our the outstanding Class A common stock Common Stock (an "“Acquiring Person"”) without the approval of our Board. The holdings Shareholders who are the Beneficial Owners of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who own 5.04.9% or more of our the outstanding Class A common stock Common Stock as of the close of business on August 3117, 2007 2009 will not trigger the Rights Plan Agreement so long as they do not not: (i) acquire beneficial ownership of any additional shares of Class A common stockCommon Stock or (ii) fall under 4.9% beneficial ownership of Common Stock and then re-acquire 4.9% or more of the Common Stock. The Rights Plan Agreement does not exempt any future acquisitions of Class A common stock Common Stock by such persons. Any rights Rights held by an Acquiring Person are void and may not be exercised. Our Board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Rights Plan. The Rights. Our Board authorized the issuance of one right per each outstanding share of our Class A common stock and Class B common stock on August 31, 2007. Subject to the terms, provisions and conditions of the Rights Plan, if the rights become exercisable, each right would initially represent the right to purchase from us one one-thousandth of a share of our Series B Junior Preferred Stock for a purchase price of $25.00. If issued, each fractional share of preferred stock would give the stockholder approximately the same dividend and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder of the Company, including without limitation any dividend, voting or liquidation rightsAgreement.

Summary of Rights. On August 13June 1, 20072009, the Board of Directors (the "“Board"”) of Charter CommunicationsFriedman, Billings, Xxxxxx Group, Inc., a Delaware Virginia corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right for each outstanding share of Class A common stock and Class B common stock. The dividend is payable to our stockholders shareholders of record at the close of business as of August 31June 5, 20072009. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services American Stock Transfer & Trust Company LLC, a New Jersey limited liability company, as Rights Agent, dated as of August 14June 5, 2007 2009 (the "“Rights Plan"”). This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Rights Plan, which is incorporated into this summary by reference. All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights Plan. Upon written request, Charter the Company will provide a copy of the Rights Plan free of charge to any of its stockholdersshareholders. Our The Board adopted the Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on our the Company’s ability to use our its net operating loss carryforwards (“NOLs”), net capital loss carryforwards (“NCLs”) and built-in losses under Sections 382 and 383 of the "NOLs") Internal Revenue Code of 1986, as amended, which may be used to reduce potential future federal income tax obligations. We have experienced and continue The Company’s ability to experience substantial operating losses, and under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, we may "carry forward" these losses in certain circumstances to offset any current and future earnings and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial amount of use its NOLs, NCLs and therefore these NOLs could built-in losses would be a substantial asset to us. However, limited if we experience there was an "Ownership Change," as defined in “ownership change” under Section 382 of the Internal Revenue Code, our ability . This would occur if shareholders owning (or deemed under Section 382 to use the NOLs could be substantially limited, and the timing own) 5% or more of the usage Company’s stock increase their collective ownership of the NOLs aggregate amount of outstanding shares of the Company by more than 50 percentage points over a defined period of time. The Rights Plan was adopted to reduce the likelihood of an “ownership change” occurring as defined by Section 382. The rights issued under the Rights Plan contain provisions designed to dissuade a person from acquiring a number of shares of the Company’s Class A common stock that could result in an ownership change and thereby limit the use by the Company or cause the loss altogether of the Company’s NOLs, NCLs and built-in losses. The Rights Plan was not adopted for defensive or anti-takeover purposes but rather to protect shareholder value and it will terminate if and when the Board determines that no tax benefits may be substantially delayed, which could therefore significantly impair the value of that assetcarried forward. The Rights Plan is intended to act as a deterrent to any person or group acquiring 5.04.9% or more of our outstanding Class A common stock (an "“Acquiring Person"”) without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders Shareholders who own 5.04.9% or more of our outstanding Class A common stock as of the close of business on August 31June 5, 2007 2009 will not trigger the Rights Plan so long as they do not (i) acquire any additional shares of Class A common stock or (ii) fall under 4.9% ownership of Class A common stock and then re-acquire additional shares so that they own 4.9% or more of the Class A common stock. The Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our No Person shall be an Acquiring Person unless the Board mayshall have affirmatively determined, in its sole and absolute discretion, exempt any within ten (10) business days (or such later time as the Board may determine) after such person or group from being deemed has otherwise met the requirements of becoming an Acquiring Person for purposes of the Rights PlanPerson, that such person shall be an Acquiring Person. The Rights. Our Board authorized the issuance of one right per each outstanding share of our Class A common stock and Class B common stock payable to our shareholders of record as of the close of business on August 31June 5, 20072009. Subject to the terms, provisions and conditions of the Rights Plan, if the rights become exercisable, each right would initially represent the right to purchase from us one oneten-thousandth of a share of our Series B A Junior Preferred Stock for a purchase price of $25.003.00, subject to adjustment in accordance with the terms of the Rights Plan (the “Purchase Price”). If issued, each fractional share of preferred stock would give the stockholder shareholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder shareholder of the Company, including without limitation any dividend, voting or liquidation rights.

Summary of Rights. On August 1326, 20072012, a duly authorized committee of the Board of Directors (the "“Board"”) of Charter Communications, AOL Inc., a Delaware corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right (each, a “Right”) for each outstanding share of Class A common stock and Class B common stock, par value $0.01, of the Company. The dividend is payable to our stockholders of record as of August 31the close of business on September 7, 2007. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent, dated as of August 14, 2007 (the "Rights Plan")2012. This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Rights Tax Asset Protection Plan, which is incorporated into this summary by referencedated as of August 27, 2012, between the Company and Computershare Trust Company, N.A., as Rights Agent (the “Plan”). All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights Plan. Upon written request, Charter the Company will provide a copy of the Rights Plan free of charge to any of its stockholders. Our Board The Plan was adopted the Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on diminish the risk that our ability to use our net operating loss carryforwards losses, capital losses and certain “built-in losses” (collectively, the "NOLs"“Tax Attributes”) to reduce potential future federal income tax obligationsobligations may become substantially limited. We have experienced and continue to experience substantial operating losses, and under Tax Attributes. Under the Internal Revenue Code and rules regulations promulgated by the Internal Revenue ServiceU.S. Treasury Department, we may "carry forward" forward or otherwise utilize these losses Tax Attributes in certain circumstances to offset any current and future earnings taxable income and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs Tax Attributes do not otherwise become limited, we believe that we will be able to carry forward have available a substantial significant amount of NOLsTax Attributes in future years, and therefore these NOLs Tax Attributes could be a substantial asset to us. However, if we experience an "Ownership Change“ownership change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could Tax Attributes may be substantially limited, and the timing of the usage of the NOLs Tax Attributes could be substantially delayed, which could therefore significantly impair the value of that asset. A company experiences an “ownership change” for tax purposes if the percentage of stock owned by its 5% stockholders (as defined for tax purposes) increases by more than 50 percentage points over a rolling three-year period. The Rights Plan is intended to act as a deterrent to any person or group acquiring 5.0beneficial ownership of 4.9% or more of our outstanding Class A common stock (an "Acquiring Person") without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who beneficially own 5.04.9% or more of our outstanding Class A common stock as upon execution of the close of business on August 31, 2007 Plan will not trigger the Rights Plan so long as they do not acquire any beneficial ownership of additional shares of Class A common stock. The Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our Board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Rights Plan. The Rights. Our Board authorized the issuance of one right per One Right was issued for each outstanding share of our Class A common stock and Class B to our stockholders of record as of the close of business on September 7, 2012. One Right will also be issued together with each share of our common stock on August 31issued after September 7, 20072012 but before the Distribution Date (as defined below) and, in certain circumstances, after the Distribution Date. Subject to the terms, provisions and conditions of the Rights Plan, if the rights Rights become exercisable, each right Right would initially represent the right to purchase from us one oneten-thousandth of a share of our Series B A Junior Participating Preferred Stock Stock, par value $0.01 per share (the “Series A Preferred Stock”) for a purchase price of $25.00100 (the “Purchase Price”). If issued, each fractional share of preferred stock Series A Preferred Stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right Right does not give its holder any rights as a stockholder of the Company, including including, without limitation limitation, any dividend, voting or liquidation rights. Initial Exercisability. The Rights will not be exercisable until the earlier of (i) ten business days after a public announcement that a person has become an “Acquiring Person” by acquiring beneficial ownership of 4.9% or more of our outstanding common stock (or, in the case of a person that had beneficial ownership of 4.9% or more of our outstanding common stock upon execution of the Plan, by obtaining beneficial ownership of additional shares of common stock or (ii) ten business days (or such later date as may be specified by the Board prior to such time as any person becomes an Acquiring Person) after the commencement of a tender or exchange offer by or on behalf of a person that, if completed, would result in such person becoming an Acquiring Person. We refer to the date that the Rights become exercisable as the “Distribution Date.” Until the Distribution Date, our common stock certificates or the ownership statements issued with respect to uncertificated shares of common stock will evidence the Rights. Any transfer of shares of common stock prior to the Distribution Date will also constitute a transfer of the associated Rights. After the Distribution Date, separate rights certificates will be issued and the Rights may be transferred other than in connection with the transfer of the underlying shares of common stock unless and until our Board has determined to effect an exchange pursuant to the Plan (as described below).

Summary of Rights. On August 13January 11, 20072018, the Board of Directors (the "“Board"”) of Charter CommunicationsHovnanian Enterprises, Inc., a Delaware corporation (the "“Company"”), adopted a rights plan and declared a dividend of one preferred share purchase right for each outstanding share of Class A common stock and Class B common stockentered into Amendment No. The dividend is payable 1 (the “Amendment”) to our stockholders of record as of August 31, 2007. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us the Company and Mellon Investor Services LLCComputershare Trust Company, a New Jersey limited liability company, N.A. (as Rights Agentsuccessor to National City Bank), dated as of August 14, 2007 2008 (the "“Rights Plan"”, and as amended by the Amendment, the “Amended Rights Plan”). This summary of rights provides only a general description of the Amended Rights Plan, and thus, should be read together with the entire Amended Rights Plan, which is incorporated into this summary by reference. All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Amended Rights Plan. Upon written request, Charter the Company will provide a copy of the Amended Rights Plan (which includes the Rights Plan and the Amendment) free of charge to any of its stockholders. Our Board adopted entered into the Amended Rights Plan in an effort to protect stockholder value by attempting to protect against a possible limitation on our ability to use our net operating loss carryforwards (the "“NOLs"”) to reduce future potential future federal income tax obligations. We have experienced and continue to experience substantial operating losses, and under the Internal Revenue Code and rules promulgated by the Internal Revenue Service, we may "carry forward" these losses in certain circumstances to offset any current and future earnings and thus reduce our federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "Ownership Change," as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could will be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. The Amended Rights Plan is intended to act as a deterrent to any person or group acquiring 5.04.9% or more of our outstanding Class A common stock (an "“Acquiring Person"”) without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who own 5.0owned 4.9% or more of our outstanding Class A common stock as of the close of business on August 3115, 2007 will 2008 would not trigger have triggered the Amended Rights Plan so long as they did not and do not (i) acquire any additional shares of Class A common stock or (ii) fall under 4.9% ownership of Class A common stock and then re-acquire 4.9% or more of the Class A common stock. The Amended Rights Plan does not exempt any future subsequent acquisitions of Class A common stock by such persons. Any rights Rights held by an Acquiring Person are void and may not be exercised. Our Board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Amended Rights Plan. The Rights. Our Board authorized the issuance of one right per each outstanding share of our Class A common stock and Class B common stock on August 31, 2007. Subject to the terms, provisions and conditions of the Rights Plan, if the rights become exercisable, each right would initially represent the right to purchase from us one one-thousandth of a share of our Series B Junior Preferred Stock for a purchase price of $25.00. If issued, each fractional share of preferred stock would give the stockholder approximately the same dividend and liquidation rights as does one share of our Class A common stock. However, prior to exercise, a right does not give its holder any rights as a stockholder of the Company, including without limitation any dividend, voting or liquidation rights.

Summary of Rights. On August 13July 1, 20072019, the Board of Directors (the "“Board"”) of Charter CommunicationsXxxxxxx Industries, Inc., a Delaware an Oregon corporation (the "“Company",” “we,” or “us”), adopted a rights plan and declared a dividend of one right to purchase certain shares of preferred share purchase right stock (each, a “Right”) for each outstanding share of Class A common stock and Class B common stock, no par value, of the Company (the “Common Stock”). The dividend is payable to our the Company’s stockholders of record as of August 31the close of business on July 19, 2007. The terms of the rights and the rights plan are set forth in a Rights Agreement, by and between us and Mellon Investor Services LLC, a New Jersey limited liability company, as Rights Agent, dated as of August 14, 2007 2019 (the "Rights Plan"“Record Date”). This summary of rights provides only a general description of the Rights Plan, and thus, should be read together with the entire Section 382 Rights PlanAgreement, which is incorporated into this summary by referencedated as of July 1, 2019, between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent (the “Rights Agreement”). All capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Rights PlanAgreement. Upon written request, Charter the Company will provide a copy of the Rights Plan Agreement free of charge to any of its stockholders. Our The Board adopted the Rights Plan Agreement in an effort to protect stockholder value by attempting to protect against a possible limitation on our diminish the risk that the Company’s ability to use our its net operating loss carryforwards losses (collectively, the "“NOLs"”) to reduce potential future federal income tax obligationsobligations may become substantially limited. We have experienced and continue to experience substantial operating losses, and under Under the Internal Revenue Code and rules regulations promulgated by the Internal Revenue ServiceU.S. Treasury Department, we the Company may "“carry forward" ” these losses NOLs in certain circumstances to offset any current and future earnings taxable income and thus reduce our its federal income tax liability, subject to certain requirements and restrictions. To the extent that the NOLs do not otherwise become limited, we believe that we will be able to carry forward a substantial significant amount of NOLs, and therefore these NOLs could be a substantial asset to us. However, if we experience an "Ownership Change“ownership change," ” as defined in Section 382 of the Internal Revenue Code, our ability to use the NOLs could may be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could therefore significantly impair the value of that asset. A company experiences an “ownership change” for tax purposes if the percentage of stock owned by its 5% stockholders (as defined for tax purposes) increases by more than 50% over a rolling three-year period. The Rights Plan Agreement is intended to act as a deterrent to any person or group acquiring 5.0beneficial ownership of 4.9% or more of our outstanding Class A common stock (an "Acquiring Person") Common Stock without the approval of our Board. The holdings of independently managed mutual funds should not be combined for purposes of calculating ownership percentages under the Rights Plan. Stockholders who beneficially own 5.04.9% or more of our outstanding Class A common stock Common Stock as of the close of business on August 31July 1, 2007 2019 will not trigger the Rights Plan Agreement so long as they do not acquire any beneficial ownership of additional shares of Class A common stockour Common Stock representing 0.5% or more of our outstanding Common Stock (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock) at a time when they still beneficially own 4.9% or more of our outstanding Common Stock. The Rights Plan does not exempt any future acquisitions of Class A common stock by such persons. Any rights held by an Acquiring Person are void and may not be exercised. Our In addition, the Board may, in its retains the sole discretion, discretion to exempt any person or group from being deemed an Acquiring Person for purposes of the penalties imposed by the Rights PlanAgreement. The Board remains open to all alternatives to maximize stockholder value, and may in its sole discretion exempt a proposed acquisition of our Common Stock from the Rights Agreement, including if it determines that the acquisition is in the Company’s best interests, or if it will not jeopardize our tax benefits. The Rights Agreement is not expected to interfere with any merger or other business combination approved by our Board. The Rights. Our Board authorized the issuance of one right Right per each outstanding share of our Class A common stock and Class B common stock Common Stock payable to our stockholders of record as of the close of business on August 31the Record Date. One Right will also be issued together with each share of our Common Stock issued after the Record Date but before the Distribution Date (as defined below) and, 2007in certain circumstances, after the Distribution Date. Subject to the terms, provisions and conditions of the Rights PlanAgreement, if the rights Rights become exercisable, each right Right would initially represent the right to purchase from us one one-thousandth of a share of our Series B A Junior Participating Preferred Stock Stock, no par value (the “Series A Preferred Stock”) for a purchase price of $25.0011.25 (the “Purchase Price”). If issued, each fractional one-thousandth of a share of preferred stock Series A Preferred Stock would give the stockholder approximately the same dividend dividend, voting and liquidation rights as does one share of our Class A common stockCommon Stock. However, prior to exercise, a right Right does not give its holder any rights as a stockholder of the Company, including including, without limitation limitation, any dividend, voting or liquidation rights. Initial Exercisability. The Rights will not be exercisable until the earlier of (i) ten business days after a public announcement that a person has become an “Acquiring Person” by acquiring beneficial ownership of 4.9% or more of our outstanding Common Stock, or, in the case of a person that had beneficial ownership of 4.9% or more of our outstanding Common Stock as of the close of business on July 1, 2019, by obtaining beneficial ownership of any additional shares of our Common Stock representing 0.5% or more of the shares of our Common Stock then outstanding (other than pursuant to a dividend or distribution paid or made by the Company on the outstanding shares of Common Stock or pursuant to a split or subdivision of the outstanding shares of Common Stock) at a time such person still beneficially owns 4.9% or more of our outstanding Common Stock, and (ii) ten business days (or such later date as may be specified by the Board prior to such time as any person becomes an Acquiring Person) after the commencement of a tender or exchange offer by or on behalf of a person that, if completed, would result in such person becoming an Acquiring Person. We refer to the date that the Rights become exercisable as the “Distribution Date.” Until the Distribution Date, our Common Stock certificates or the ownership statements issued with respect to uncertificated shares of Common Stock will evidence the Rights. Any transfer of shares of Common Stock prior to the Distribution Date will also constitute a transfer of the associated Rights. After the Distribution Date, separate rights certificates will be issued and the Rights may be transferred other than in connection with the transfer of the underlying shares of Common Stock unless and until our Board has determined to effect an exchange pursuant to the Rights Agreement (as described below).