VOTING AGREEMENTVoting Agreement • November 13th, 2024 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • Delaware
This Voting Agreement (this “Agreement”), dated as of November 12, 2024, is entered into by and among Charter Communications, Inc., a Delaware corporation (“Parent”), Liberty Broadband Corporation, a Delaware corporation (the “Company”), and each of the undersigned stockholders of the Company (each, a “Stockholder” and together, the “Stockholders”).
AGREEMENT AND PLAN OF MERGER by and among CHARTER COMMUNICATIONS, INC., FUSION MERGER SUB 2, INC., FUSION MERGER SUB 1, LLC and LIBERTY BROADBAND CORPORATION Dated as of November 12, 2024Merger Agreement • November 13th, 2024 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 12, 2024, by and among Charter Communications, Inc., a Delaware corporation (“Parent”), Fusion Merger Sub 1, LLC, a single member Delaware limited liability company and a direct Wholly Owned Subsidiary of Parent (“Merger LLC”), Fusion Merger Sub 2, Inc., a Delaware corporation and a direct Wholly Owned Subsidiary of Merger LLC (“Merger Sub”), and Liberty Broadband Corporation, a Delaware corporation (the “Company”).
ASSUMPTION AND JOINDER AGREEMENT TO INDEMNIFICATION AGREEMENTIndemnification Agreement • November 13th, 2024 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • Delaware
This ASSUMPTION AND JOINDER AGREEMENT TO INDEMNIFICATION AGREEMENT is made and entered into as of November 12, 2024 (the “Assumption and Joinder Agreement”), by and among Charter Communications, Inc., a Delaware corporation (“Parent”), Liberty Broadband Corporation, a Delaware corporation (the “Company”), Grizzly Merger Sub 1, LLC, a Delaware limited liability company (successor to GCI Liberty, Inc., a Delaware corporation) (“Grizzly Merger Sub”), LV Bridge, LLC, a Delaware limited liability company and Wholly Owned Subsidiary of the Company (“LV Bridge”), Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”) and Liberty Interactive LLC, a Delaware limited liability company and Wholly Owned Subsidiary of Qurate (“LI LLC”). Capitalized terms used but not defined herein will have the meanings ascribed thereto in the Merger Agreement (as defined below).
AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AND THE LETTER AGREEMENTStockholders Agreement • November 13th, 2024 • Charter Communications, Inc. /Mo/ • Cable & other pay television services
This AMENDMENT NO. 1 TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AND THE LETTER AGREEMENT, dated as of November 12, 2024 (this “Amendment”), is by and among Charter Communications, Inc., a Delaware corporation and successor to CCH I, LLC, a Delaware limited liability company (the “Company”), Liberty Broadband Corporation, a Delaware corporation (“Liberty”) and Advance/Newhouse Partnership, a New York general partnership (“A/N”).
ASSUMPTION AND JOINDER AGREEMENT TO TAX SHARING AGREEMENTAssumption and Joinder Agreement to Tax Sharing Agreement • November 13th, 2024 • Charter Communications, Inc. /Mo/ • Cable & other pay television services • Delaware
This ASSUMPTION AND JOINDER AGREEMENT TO TAX SHARING AGREEMENT is made and entered into as of November 12, 2024 (the “Assumption and Joinder Agreement”), by and among Charter Communications, Inc., a Delaware corporation (“Parent”), Liberty Broadband Corporation, a Delaware corporation (the “Company”), Grizzly Merger Sub 1, LLC, a Delaware limited liability company (successor to GCI Liberty, Inc., a Delaware corporation) (“Grizzly Merger Sub”), and Qurate Retail, Inc., a Delaware corporation (f/k/a Liberty Interactive Corporation) (“Qurate Retail”). Capitalized terms used but not defined herein will have the meanings ascribed thereto in the Merger Agreement (as defined below).
