Common use of TRANSFERS PURSUANT TO OTHER SECURITIES ACT EXEMPTIONS Clause in Contracts

TRANSFERS PURSUANT TO OTHER SECURITIES ACT EXEMPTIONS. If the transfer is being effected pursuant to a Securities Act exemption This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Purchasers. Dated: ___________ Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: _____________________________________________ Name: _____________________________________________ Title: _____________________________________________ (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) 3 105 ANNEX B -- FORM OF UNRESTRICTED NOTES CERTIFICATE UNRESTRICTED NOTES CERTIFICATE (For removal of Restricted Notes Legend pursuant to Section 2.07(3)) BNY Midwest Trust Company 2 N. XxXxxxx, Xxite 1020 Chicago, IL 60602 RE: 5.75% CONVERTIBLE SENIOR NOTES DUE 2005 OF CHARTER COMMUNICATIONS, INC. (THE "NOTES") Reference is made to the Indenture, dated as of October 30, 2000 (the "Indenture"), from Charter Communications, Inc. (the "Company") to BNY Midwest Trust Company, as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S.$_______________ principal amount of Notes, which are evidenced by the following certificate(s) (the "Specified Notes"): CUSIP No. 16110XXX0 CERTIFICATE No(s). _________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be exchanged for Notes bearing no Restricted Notes Legend pursuant to Section 2.07(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Notes were acquired from the Company or from an "affiliate" (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three 106 months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Notes must comply with all applicable Notes laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Purchasers. Dated: ______________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: _____________________________________________ Name: _____________________________________________ Title: _____________________________________________ (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

TRANSFERS PURSUANT TO OTHER SECURITIES ACT EXEMPTIONS. If the transfer is being effected pursuant to a Securities Act exemption other than ones set forth in (1) or (2) above, there shall be delivered to the Company an opinion of counsel with respect to such Owners. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the PurchasersCompany. Dated: __________________________ Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) ByDated: _____________________________________________ Name: _____________________________________________ Title: _____________________________________________ (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) 3 105 ANNEX B -- - FORM OF UNRESTRICTED NOTES CERTIFICATE UNRESTRICTED NOTES CERTIFICATE (For removal of Restricted Notes Legend pursuant to Section 2.07(32.07(c)) BNY Midwest Xxxxx Fargo Bank, N.A. Sixth & Marquette; X0000-000 Xxxxxxxxxxx, XX 00000 Attention: Corporate Trust Company 2 N. XxXxxxx, Xxite 1020 Chicago, IL 60602 Services Fax: 000-000-0000 RE: 5.755.875% CONVERTIBLE SENIOR NOTES DUE 2005 2009 OF CHARTER COMMUNICATIONS, INC. (THE "NOTES") Reference is made to the Indenture, dated as of October 30November 22, 2000 2004 (the "IndentureINDENTURE"), from Charter Communications, Inc. (the "CompanyCOMPANY") to BNY Midwest Trust CompanyXxxxx Fargo Bank, N.A., as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities ActSECURITIES ACT") are used herein as so defined. This certificate relates to U.S.$_______________ principal amount U.S.$ Original Principal Amount of Notes, which are evidenced by the following certificate(s) (the "Specified NotesSPECIFIED NOTES"): CUSIP No. 16110XXX0 00000XXX0 CERTIFICATE No(s). .____________________ The person in whose name this certificate is executed below (the "UndersignedUNDERSIGNED") hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be exchanged for Notes bearing no Restricted Notes Legend pursuant to Section 2.07(32.07(c) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring (i) pursuant to an effective registration statement under the Securities Act, or (ii) after a period of at least two years has elapsed since the date the Specified Notes were acquired from the Company or from an "affiliate" (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three 106 months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Notes must comply with all applicable Notes laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the PurchasersCompany. Dated: ___________________________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) ByDated: _____________________________________________ Name: _____________________________________________ Title: _____________________________________________ (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) ANNEX C - FORM OF SURRENDER CERTIFICATE In connection with the certification contemplated by Section 10.02 relating to compliance with certain restrictions relating to transfers of Restricted Notes, such certification shall be provided substantially in the form of the following certificate, with only such changes thereto as shall be approved by the Company: CERTIFICATE CHARTER COMMUNICATIONS, INC. 5.875% CONVERTIBLE SENIOR NOTES DUE 2009 This is to certify that as of the date hereof with respect to U.S.$ Accreted Principal Amount of the above-captioned Notes surrendered on the date hereof (the "SURRENDERED NOTES") for registration of transfer, or for conversion or repurchase where the Notes issuable upon such conversion or repurchase are to be registered in a name other than that of the undersigned Holder (each such transaction being a "transfer"), the undersigned Holder (as defined in the Indenture) certifies that the transfer of Surrendered Notes associated with such transfer complies with the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below: __________ The transfer of the Surrendered Notes is being made pursuant to an effective registration statement under the Securities Act; or __________ The transfer of the Surrendered Notes complies with Rule 144A under the Securities Act; or __________ The transfer of the Surrendered Notes complies with Rule 144 under the United States Securities Act of 1933, as amended (the "Securities Act"); or __________ The transfer of the Surrendered Notes has been made pursuant to an exemption from registration under the Securities Act and an opinion of counsel has been delivered to the Company with respect to such transfer. {Name of Holder} Dated: ___________________________ *To be dated the date of surrender

TRANSFERS PURSUANT TO OTHER SECURITIES ACT EXEMPTIONS. If the transfer is being effected pursuant to a Securities Act exemption other than ones set forth in (1) or (2) above, there shall be delivered to the Company an opinion of counsel with respect to such Owners. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the PurchasersCompany. Dated: ___________ Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) ByDated: _____________________________________________ Name: _____________________________________________ Title: _____________________________________________ (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) 3 105 ANNEX B -- — FORM OF UNRESTRICTED NOTES CERTIFICATE UNRESTRICTED NOTES CERTIFICATE (For removal of Restricted Notes Legend pursuant to Section 2.07(32.07(c)) BNY Midwest The Bank of New York Trust Company Company, N.A. 2 N. XxXxxxxXxxxx XxXxxxx Xxxxxx, Xxite 1020 ChicagoXxxxx 0000 Xxxxxxx, IL 60602 Xxxxxxxx 00000 Attention: Corporate Trust Services Fax: [ ] RE: 5.756.50% CONVERTIBLE SENIOR NOTES DUE 2005 2027 OF CHARTER COMMUNICATIONS, INC. (THE "“NOTES"”) Reference is made to the Indenture, dated as of October 30[ ], 2000 2007 (the "“Indenture"”), from Charter Communications, Inc. (the "“Company"”) to BNY Midwest The Bank of New York Trust Company, N.A., as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "“Securities Act"”) are used herein as so defined. This certificate relates to U.S.$_______________ principal amount U.S.$ Principal Amount of Notes, which are evidenced by the following certificate(s) (the "“Specified Notes"”): CUSIP No. 16110XXX0 [ ] CERTIFICATE No(s). _________________ The person in whose name this certificate is executed below (the "“Undersigned"”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "“Owner"”. If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be exchanged for Notes bearing no Restricted Notes Legend pursuant to Section 2.07(32.07(c) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring (i) pursuant to an effective registration statement under the Securities Act, or (ii) after a period of at least two years has elapsed since the date the Specified Notes were acquired from the Company or from an "“affiliate" ” (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three 106 months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Notes must comply with all applicable Notes laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the PurchasersCompany. Dated: ______________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) ByDated: _____________________________________________ Name: _____________________________________________ Title: _____________________________________________ (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) ANNEX C — FORM OF SURRENDER CERTIFICATE In connection with the certification contemplated by Section 10.02 relating to compliance with certain restrictions relating to transfers of Restricted Notes, such certification shall be provided substantially in the form of the following certificate, with only such changes thereto as shall be approved by the Company: CERTIFICATE CHARTER COMMUNICATIONS, INC. 6.50% CONVERTIBLE SENIOR NOTES DUE 2027 This is to certify that as of the date hereof with respect to U.S.$ Principal Amount of the above-captioned Notes surrendered on the date hereof (the “Surrendered Notes”) for registration of transfer, or for conversion or repurchase where the Notes issuable upon such conversion or repurchase are to be registered in a name other than that of the undersigned Holder (each such transaction being a “transfer”), the undersigned Holder (as defined in the Indenture) certifies that the transfer of Surrendered Notes associated with such transfer complies with the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below: The transfer of the Surrendered Notes is being made pursuant to an effective registration statement under the Securities Act; or The transfer of the Surrendered Notes complies with Rule 144A under the Securities Act; or The transfer of the Surrendered Notes complies with Rule 144 under the United States Securities Act of 1933, as amended (the “Securities Act”); or The transfer of the Surrendered Notes has been made pursuant to an exemption from registration under the Securities Act and an opinion of counsel has been delivered to the Company with respect to such transfer. {Name of Holder} Dated:

TRANSFERS PURSUANT TO OTHER SECURITIES ACT EXEMPTIONS. If the transfer is being effected pursuant to a Securities Act exemption Exemption other than ones set forth in (1) through (3) above, there shall be delivered to the Company an opinion of counsel with respect to such holders. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Purchasers. Dated: ________________ Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: _____________________________________________ Name: _____________________________________________ Title: _____________________________________________ (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) 3 105 ANNEX B -- FORM OF Form of Unrestricted Securities Certificate UNRESTRICTED NOTES CERTIFICATE UNRESTRICTED NOTES SECURITIES CERTIFICATE (For removal of Restricted Notes Securities Legend pursuant to Section 2.07(33.5(3)) BNY Midwest Bank One Trust Company 2 N. XxXxxxxCompany, Xxite 1020 ChicagoN.A. 000 Xxxx 00xx Xxxxxx Xxx Xxxx, IL 60602 REXX 00000 Re: 5.755% CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2005 DECEMBER 1, 2007 OF CHARTER COMMUNICATIONS, INC. AMERISOURCE HEALTH CORPORATION (THE "NOTESSECURITIES") ------------------------------------------------------ Reference is made to the Indenture, dated as of October 30December 12, 2000 (the "Indenture"), from Charter Communications, Inc. among AmeriSource Health Corporation (the "Company") to BNY Midwest ), AmeriSource Corporation, as Guarantor, and Bank One Trust Company, N.A., as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S.$_______$________ principal amount of NotesSecurities, which are evidenced by the following certificate(scertificates) (the "Specified NotesSecurities"): CUSIP No. 16110XXX0 00000XXX0 CERTIFICATE No(s). _________________ The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Notes Securities are represented by a Global NoteSecurity, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes Securities are not represented by a Global NoteSecurity, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be exchanged for Notes bearing no Restricted Notes Legend pursuant to Section 2.07(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Notes were acquired from the Company or from an "affiliate" (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three 106 months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Notes must comply with all applicable Notes laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Purchasers. Dated: ______________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: _____________________________________________ Name: _____________________________________________ Title: _____________________________________________ (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)

TRANSFERS PURSUANT TO OTHER SECURITIES ACT EXEMPTIONS. If the transfer is being effected pursuant to a Securities Act exemption 2 102 other than ones set forth in (1) through (3) above, there shall be delivered to the Company an opinion of counsel with respect to such holders. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Purchasers. Dated: ___________ ----------------------- Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: _____________________________________________ -------------------------------------------- Name: _____________________________________________ ------------------------------------------- Title: _____________________________________________ ----------------------------------------- (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) 3 105 ANNEX B -- FORM OF UNRESTRICTED NOTES CERTIFICATE UNRESTRICTED NOTES CERTIFICATE (For removal of Restricted Notes Legend pursuant to Section 2.07(3)) BNY Midwest Trust Company 2 N. XxXxxxx, Xxite 1020 Chicago, IL 60602 RE: 5.75% CONVERTIBLE SENIOR NOTES DUE 2005 OF CHARTER COMMUNICATIONS, INC. (THE "NOTES") Reference is made to the Indenture, dated as of October 30, 2000 (the "Indenture"), from Charter Communications, Inc. (the "Company") to BNY Midwest Trust Company, as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act") are used herein as so defined. This certificate relates to U.S.$_______________ U.S.$ principal amount of Notes, which are evidenced by the following certificate(s) (the "Specified Notes"): CUSIP No. 16110XXX0 CERTIFICATE No(s). _________________ ------------------- The person in whose name this certificate is executed below (the "Undersigned") hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "Owner". If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be exchanged for Notes bearing no Restricted Notes Legend pursuant to Section 2.07(3) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring after a period of at least two years has elapsed since the date the Specified Notes were acquired from the Company or from an "affiliate" (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three 106 months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Notes must comply with all applicable Notes laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Purchasers. Dated: ______________ -------------------- (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: _____________________________________________ -------------------------------------------- Name: _____________________________________________ ------------------------------------------- Title: _____________________________________________ ----------------------------------------- (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) In connection with the certification contemplated by Section 10.02 or 11.03(9) relating to compliance with certain restrictions relating to transfers of Restricted Notes, such certification shall be provided substantially in the form of the following certificate, with only such changes thereto as shall be approved by the Company and Goldxxx, Xxchx & Xo.: CERTIFICATE CHARTER COMMUNICATIONS, INC. 5.75% CONVERTIBLE SENIOR NOTES DUE 2005 This is to certify that as of the date hereof with respect to U.S. $ principal amount of the above-captioned Notes surrendered on the date hereof (the "Surrendered Notes") for registration of transfer, or for conversion or repurchase where the Notes issuable upon such conversion or repurchase are to be registered in a name other than that of the undersigned Holder (each such transaction being a "transfer"), the undersigned Holder (as defined in the Indenture) certifies that the transfer of Surrendered Notes associated with such transfer complies with the restrictive legend set forth on the face of the Surrendered Notes for the reason checked below: --------- The transfer of the Surrendered Notes complies with Rule 144A under the Securities Act; or --------- The transfer of the Surrendered Notes has been made to an institution that is an "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act in a transaction exempt from the registration requirements of the Securities Act and a signed letter containing certain representations and agreements relating to restrictions on transfer of the Notes (and if such transfer is for an aggregate principal amount less than $250,000, an opinion of counsel acceptable to the Company if requested by the Company, that such transfer is exempt from registration; or 106 ---------- The transfer of the Surrendered Notes has been made pursuant to an exemption from registration under the Securities Act and an opinion of counsel has been delivered to the Company with respect to such transfer. [Name of Holder] Dated: -------------------------------- *To be dated the date of surrender 2 107 -------------------------------------------------------------------------------- --------------------------------------------------------------------------------

TRANSFERS PURSUANT TO OTHER SECURITIES ACT EXEMPTIONS. If the transfer is being effected pursuant to a Securities Act exemption other than ones set forth in (1) or (2) above, there shall be delivered to the Company an opinion of counsel with respect to such Owners. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the PurchasersCompany. Dated: ___________ Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) ByDated: _____________________________________________ Name: _____________________________________________ Title: _____________________________________________ (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) 3 105 ANNEX B -- — FORM OF UNRESTRICTED NOTES CERTIFICATE UNRESTRICTED NOTES CERTIFICATE (For removal of Restricted Notes Legend pursuant to Section 2.07(32.07(c)) BNY Midwest The Bank of New York Trust Company Company, N.A. 2 N. XxXxxxxXxxxx XxXxxxx Xxxxxx, Xxite 1020 ChicagoXxxxx 0000 Xxxxxxx, IL 60602 Xxxxxxxx 00000 Attention: Corporate Trust Services Fax: [ ] RE: 5.756.50% CONVERTIBLE SENIOR NOTES DUE 2005 2027 OF CHARTER COMMUNICATIONS, INC. (THE "“NOTES"”) Reference is made to the Indenture, dated as of October 302, 2000 2007 (the "“Indenture"”), from Charter Communications, Inc. (the "“Company"”) to BNY Midwest The Bank of New York Trust Company, N.A., as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933 (the "Securities Act"“SecuritiesAct”) are used herein as so defined. This certificate relates to U.S.$_______________ principal amount U.S.$ Principal Amount of Notes, which are evidenced by the following certificate(s) (the "“Specified Notes"”): CUSIP No. 16110XXX0 16117M AF4 CERTIFICATE No(s). .__________________ The person in whose name this certificate is executed below (the "“Undersigned"”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Notes or (ii) it is acting on behalf of all the beneficial owners of the Specified Notes and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the "“Owner"”. If the Specified Notes are represented by a Global Note, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified Notes are not represented by a Global Note, they are registered in the name of the Undersigned, as or on behalf of the Owner. The Owner has requested that the Specified Notes be exchanged for Notes bearing no Restricted Notes Legend pursuant to Section 2.07(32.07(c) of the Indenture. In connection with such exchange, the Owner hereby certifies that the exchange is occurring (i) pursuant to an effective registration statement under the Securities Act, or (ii) after a period of at least two years has elapsed since the date the Specified Notes were acquired from the Company or from an "“affiliate" ” (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three 106 months has not been, an affiliate of the Company. The Owner also acknowledges that any future transfers of the Specified Notes must comply with all applicable Notes laws of the states of the United States and other jurisdictions. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the PurchasersCompany. Dated: ______________ (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) ByDated: _____________________________________________ Name: _____________________________________________ Title: _____________________________________________ (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.)) ANNEX C — FORM OF SURRENDER CERTIFICATE In connection with the certification contemplated by Section 10.02 relating to compliance with certain restrictions relating to transfers of Restricted Notes, such certification shall be provided substantially in the form of the following certificate, with only such changes thereto as shall be approved by the Company: CERTIFICATE CHARTER COMMUNICATIONS, INC.