PROXY AND RIGHT OF FIRST REFUSAL AGREEMENTProxy and Right of First Refusal Agreement • May 29th, 2015 • Liberty Broadband Corp • Cable & other pay television services • Delaware
This Proxy and Right of First Refusal Agreement, dated as of [ ], (this “Agreement”), is by and among Liberty Broadband Corporation, a Delaware corporation (“Liberty”), Advance/Newhouse Partnership, a New York general partnership (“A/N”), and, for the limited purposes of the proviso to Section 2(e) and Section 7(k), Charter (as defined below). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (the “Stockholders Agreement”), by and among Liberty, A/N, Charter Communications, Inc., a Delaware corporation (“Charter”), and CCH I, LLC, a Delaware limited liability company (“New Charter”), as such Stockholders Agreement is in effect on the date hereof and without giving effect to any amendments or modifications thereto unless it has been amended or modified in accordance with its terms.
AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • May 29th, 2015 • Liberty Broadband Corp • Cable & other pay television services • Delaware
THIS AMENDED AND RESTATED INVESTMENT AGREEMENT, dated May 28, 2015 (this “Agreement”), is entered into by and among Liberty Broadband Corporation, a Delaware corporation (the “Company”), Soroban Master Fund LP, a Cayman Islands exempted limited partnership (“Purchaser 1”) and Soroban Opportunities Master Fund LP, a Cayman Islands exempted limited partnership (“Purchaser 2” and together with Purchaser 1, the “Purchasers”), and amends and restates in its entirety that certain Investment Agreement, dated May 25, 2015 (the “Original Investment Agreement”), among the Company and the Purchasers. Certain terms used in this Agreement are used as defined in Section 11.15.
INVESTMENT AGREEMENTInvestment Agreement • May 29th, 2015 • Liberty Broadband Corp • Cable & other pay television services • Delaware
THIS INVESTMENT AGREEMENT, dated May 23, 2015 (this “Agreement”), is entered into by and among Charter Communications, Inc., a Delaware corporation (the “Company”), CCH I, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“New Charter”), and Liberty Broadband Corporation, a Delaware corporation (the “Purchaser”). Certain terms used in this Agreement are used as defined in Section 9.14.
AMENDED AND RESTATED INVESTMENT AGREEMENTInvestment Agreement • May 29th, 2015 • Liberty Broadband Corp • Cable & other pay television services • Delaware
THIS AMENDED AND RESTATED INVESTMENT AGREEMENT, dated May 29, 2015 (this “Agreement”), is entered into by and between Liberty Broadband Corporation, a Delaware corporation (the “Company”), and Quantum Partners LP, a Cayman Islands exempted limited partnership (the “Purchaser”), and amends and restates in its entirety that certain Investment Agreement, dated as of May 24, 2015 (the “Original Investment Agreement”), by and between the Company and the Purchaser. Certain terms used in this Agreement are used as defined in Section 11.15.
VOTING AGREEMENTVoting Agreement • May 29th, 2015 • Liberty Broadband Corp • Cable & other pay television services • Delaware
AGREEMENT (this “Agreement”), dated as of May 23, 2015, by and between Time Warner Cable Inc., a Delaware corporation (the “Company”) and Liberty Broadband Corporation, a Delaware corporation (the “Stockholder”).
CONTRIBUTION AGREEMENTContribution Agreement • May 29th, 2015 • Liberty Broadband Corp • Cable & other pay television services • Delaware
This Contribution Agreement, dated as of May 23, 2015 (this “Agreement”), is by and among Liberty Broadband Corporation, a Delaware corporation (“Liberty Broadband”), Liberty Interactive Corporation, a Delaware corporation (“Liberty Interactive”), Charter Communications, Inc. (“Parent”), CCH I, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“New Charter”) and Nina Corporation I, Inc., a Delaware corporation (“Merger Subsidiary One”).
AMENDED AND RESTATED ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 29th, 2015 • Liberty Broadband Corp • Cable & other pay television services • Delaware
THIS AMENDED AND RESTATED ASSIGNMENT AND ASSUMPTION AGREEMENT, dated May 28, 2015 (this “Assignment”), is entered into by and among Liberty Broadband Corporation, a Delaware corporation (the “Company”), Liberty Interactive Corporation, a Delaware corporation (“Assignor”), Soroban Master Fund LP, a Cayman Islands exempted limited partnership (“Soroban Master Fund”), and Soroban Opportunities Master Fund LP, a Cayman Islands exempted limited partnership (“Soroban Opportunities Master Fund,” and together with Soroban Master Fund, the “Assignees” and each, an “Assignee”). Capitalized terms used but not defined herein have the meanings given such terms in the Investment Agreement (as defined below). This Assignment amends and restates in its entirety that certain Assignment and Assumption Agreement, dated May 25, 2015, by and among the parties hereto.
PROXY AND RIGHT OF FIRST REFUSAL AGREEMENTProxy and Right of First Refusal Agreement • May 29th, 2015 • Liberty Broadband Corp • Cable & other pay television services • Delaware
This Proxy and Right of First Refusal Agreement, dated as of May 23, 2015 (this “Agreement”), is by and between Liberty Broadband Corporation, a Delaware corporation (“Liberty”), and Liberty Interactive Corporation, a Delaware corporation (“LIC”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Amended and Restated Stockholders Agreement, dated as of May 23, 2015 (the “Stockholders Agreement”), by and among Liberty, Advance/Newhouse Partnership, a New York partnership (“A/N”), Charter Communications, Inc., a Delaware corporation (“Charter”), and CCH I, LLC, a Delaware limited liability company (“New Charter”), as such Stockholders Agreement is in effect on the date of execution thereof and without giving effect to any amendments or modifications thereto unless such amendment or modification (i) has been consented to by LIC or (ii) does not amend or modify the defined term being incorporated h
