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045-17 - Resolution - Exhibit AExhibit to Resolution No. 045-17 Wave Holdco, LLC 401 Parkplace Center, Suite 500 Kirkland, Washington 98033 Radiate Holdings, L.P. 301 Commerce Street, Suite 3300 Fort Worth, TX 76102 Vice Fedex June 16, 2017 Robert Putaansuu, Mayor City of Port Orchard 216 Prospect Street Port Orchard, WA 98366 Dear Mr. Putaansuu: On May 18, 2017, Radiate HoldCo, LLC, a Delaware limited liability company and an indirect wholly -owned subsidiary of Radiate Holdings, L.P. ("Radiate"), entered into an agreement to acquire all the outstanding membership interests of Wave Holdco, LLC ("Wave") from the holders thereof (the "Transaction"). WaveDivision IV, LLC, a subsidiary of Wave, currently holds a franchise to offer video service in your community. Radiate and Wave believe that the Transaction offers tremendous prospects for continued enhancements to the system and services available to customers in Port Orchard. When the Transaction is consummated, only the indirect control of your community's franchisee will have changed. Your community's franchise will continue to be held by WaveDivision IV, LLC, the same legal entity that holds the franchise today. Following the closing of the Transaction, WaveDivision IV, LLC agrees that it will continue to provide service pursuant to the terms of that franchise. However, it will do so under the ownership and indirect control of Radiate. Radiate is a holding company that is majority owned and controlled by the principals of TPG Global, LLC (together with its affiliates, "TPG"). TPG has extensive experience with global public and private investments and is one of the most active private equity investors in the Internet ecosystem. Radiate, through its indirect subsidiaries RCN Telecom Services, LLC and Grande Communications Networks LLC, provides digital television, high-speed Internet, and voice communications services to approximately 656,000 subscribers in the District of Columbia, Illinois, Massachusetts, Maryland, New York, Pennsylvania, Virginia, and Texas, led by an experienced management team from Patriot Media Consulting, LLC. The Transaction will bring three smaller independent, competitive providers of video, voice and Internet services under one roof, offering even stronger competition to the larger, well - established providers in the marketplace. Following closing, Radiate will combine its resources June 16, 2017 pg. 2 and expertise with Wave's knowledge of the local cable marketplace to build upon the successes of Wave and further enhance the customer experience in your community. In accordance with the terms of federal law, the rules of the FCC, and the franchise, we have enclosed for your review the required number of copies of FCC Form 394. FCC Form 394 is designed to provide you with the information necessary to assess the financial, legal, and technical qualifications of Radiate to hold indirect control of the franchise. As part of this filing, you are receiving a copy of the agreement, and financial, legal and technical information about Radiate, as well as all other required information. Certain of this information, as designated therein, is confidential and not routinely made available to the public, and its dissemination would be harmful to Radiate's business interests. Pursuant to FCC Form 394, these materials must be maintained as confidential by you and any or all of your agents. Also enclosed is a copy of the Public Interest Statement that was attached to our filing with the FCC for approval of the Transaction. Under the FCC rules, you have 120 days from the date you receive this information to consider the application. No action on your part is required; should you choose not to take any action within this 120 day period, under federal law the application will be deemed granted. In the event that you choose to act on the application, we have enclosed for your convenience a draft resolution for your use. Please let us know if you place the matter on your agenda for consideration. We look forward to working with you. If you have any questions, please call Jim Penney at 425-896-1891 or Seth Davidson at 202-434-7447. Sincerely, James A. Penney General Counsel Wave Holdco, LLC 401 Parkplace Center, Suite 500 Kirkland, WA 98033 Enclosures: FCC Form 394 and associated exhibits CC: Sharon Cates, City Attorney Seth A. Davidson Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. 701 Pennsylvania Avenue NW, Suite 900 Washington, D.C. 20004 Counsel to Radiate Holdings, L.P. TABLE OF CONTENTS • TAB A: .Form 394 o TAB A-1: Exhibit 1 —Additional Information o TAB A-2: Exhibit 2 — Securities Purchase Agreement - Attachment A: Agreement - Attachment B: Pre -transaction Corporate Organizational Chart - Attachment C: Post -transaction Corporate. Organizational Chart o TAB A-3: Exhibit 3 — Service Plans o TAB A-4: Exhibit 4 — Transferee's Ownership o TAB A-5: Exhibit 5 — Transferee's Business Qualifications o TAB A-6: Exhibit 6 — Transferee's Financial Statements o TAB A-7: Exhibit 7 — Transferee's Qualifications • TAB B: Public Interest Statement • TAB C: Proposed Transfer Resolution EXHIBIT 1 June 16, 2017 EXHIBIT 1 Pursuant to Section 18(D) of the Franchise, Radiate Holdings, L.P. ("Radiate"), the transferee, agrees that: 1. Radiate has not been convicted or held liable for acts involving deceit including any violations of federal, state or local law or regulations, or is currently under an indictment, investigation, or complaint charging such acts. 2. Radiate has not had a judgment in an action for fraud, deceit, or misrepresentation entered against it by any court of competent jurisdiction. 3. Radiate does not have pending any material legal claim, lawsuit, or administrative proceeding arising out of or involving a cable system. 4. Radiate is financially solvent. As it is a new company, Radiate does not yet have audited financial statements. To fulfill the requirement in Section 18(D)(4) of the Franchise to provide audited financial statements, we have provided: (i) Radiate HoldCo's unaudited first quarter 2017 balance sheet and income statements; and (ii) 2016 audited financial statements from Radiate's operating subsidiaries, Grande Communications Networks LLC ("Grande) and Yankee Cable Partners, LLC ("Yankee") (the indirect parent of RCN Telecom Services, LLC). Commencing in 2017, Radiate HoldCo's financials reflect the financials of the entire company, including Radiate (its parent company) and that of its operating subsidiaries, Grande and Yankee. For 2016, financials were reported separately by subsidiaries Grande and Yankee. 5. Radiate has the financial, legal, and technical capability to enable it to maintain and operate the Cable System for the remaining term of the Franchise. EXHIBIT 2 June 16, 2017 EXHIBIT 2 Attachment A to Exhibit 2 is a copy of the Securities Purchase Agreement by and among Radiate HoldCo, LLC, WaveDivision Holdings, LLC, Wave Holdco, LLC, Sellers' Representatives and the direct and indirect equity holders of Wave Holdco party thereto dated as of May 18, 2017 (the "Purchase Agreement"). Pursuant to the Purchase Agreement, at the closing of the transaction Wave Holdco will become a wholly -owned subsidiary of Radiate HoldCo and an indirect subsidiary of Transferee. Pursuant to Section I, Part I, 2(a) of the Forn1394, certain exhibits and schedules to the above Purchase Agreement have been redacted, as they are not necessary in order to understand the terms of the Purchase Agreement, contain confidential trade, business, pricing or marketing data, and are not otherwise publicly available. Attachments B and C to Exhibit 2 are pre -and post -transaction corporate organizational charts. Sellers' Representative is Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P. ATTACHMENT A Securities Purchase Agreement EXECUTION COPY CONFIDENTIAL SECURITIES PURCHASE AGREEMENT Among RADIATE HOLDCO, LLC, WAVEDIVISION HOLDINGS, LLC, WAVE HOLDCO, LLC THE SELLERS PARTY HERETO and THE SELLERS' REPRESENTATIVE, as Sellers' Representative Dated as of May 18, 2017 TABLE OF CONTENTS Page ARTICLE I Purchase and Sale of Holdco Units and Blocker Capital Stock; Closing SECTION 1.01 Purchase and Sale of Holdco Units and Blocker Capital Stock .................. 2 SECTION1.02 Closing Date................................................................................................ 2 SECTION 1.03 Transactions to Be Effected at the Closing ................................................. 3 SECTION 1.04 Payoff Documents....................................................................................... 5 SECTION 1.05 Payment of Transaction Fees...................................................................... 5 SECTION 1.06 Statement; Closing Consideration Schedule ............................................... 5 SECTION 1.07 Preliminary Statement, Dispute Resolution Mechanism ............................ 6 SECTION 1.08 Purchase Price Adjustment......................................................................... 9 SECTION 1.09 Withholdings............................................................................................... 9 ARTICLE II Representations and Warranties Relating to the Sellers SECTION 2.01 Organization, Power, Standing, Authority, Existence .............................. 10 SECTION 2.02 Authorization, Execution and Enforceability ........................................... 10 SECTION 2.03 Non-Contravention................................................................................... 11 SECTION 2.04 No Governmental Consent or Permit Required ........................................ I 1 SECTION 2.05 Holdco Units, Blocker Capital Stock ........................................................ 11 SECTION 2.06 Brokers and Other Advisors...................................................................... 12 SECTION 2.07 No Other Representations and Warranties ................................................ 12 ARTICLE III Representations and Warranties Relating to the Group Companies SECTION 3.01 Organization, Power, Standing, Authority, Existence, Qualification....... 13 SECTION 3.02 Authorization, Execution and Enforceability ........................................... 13 SECTION 3.03 Non-Contravention................................................................................... 14 SECTION 3.04 No Governmental Consent or Permit Required ........................................ 14 SECTION 3.05 Capital Structure....................................................................................... 14 SECTION 3.06 Financial Statements; Internal Controls .................................................... 15 SECTION 3.07 Change in Condition................................................................................. 16 SECTION 3.08 Absence of Undisclosed Liabilities.......................................................... 16 SECTION 3.09 Litigation; Orders...................................................................................... 17 SECTION 3.10 Permits, Communications Licenses, Compliance with Laws, etc............ 17 SECTION 3.11 Certain Payments...................................................................................... 17 SECTION 3.12 Environmental Matters.............................................................................. 17 SECTION 3.13 Real Property ............................................................................................ 18 SECTION 3.14 Intellectual Property.................................................................................. 19 SECTION3.15 Contracts................................................................................................... 20 SECTION 3.16 Insurance................................................................................................... 22 SECTION3.17 Taxes......................................................................................................... 22 SECTION 3.18 Benefit Plans............................................................................................. 24 SECTION 3.19 Employee and Labor .Matters.................................................................... 25 SECTION 3.20 Transactions with Affiliates...................................................................... 25 SECTION3.21 Franchises................................................................................................. 26 SECTION3.22 Fiber Network...........................................................................................26 SECTION 3.23 Franchise .Renewal Rights......................................................................... 26 SECTION 3.24 System Information................................................................................... 27 SECTION3.25 [Reserved]................................................................................................. 27 SECTION 3.26 Brokers and Other Advisors...................................................................... 27 SECTION 3.27 No Other Representations and Warran.ties................................................ 27 ARTICLE IV Representations and. Warranties Relating to the Blocker Entities SECTION 4.01 Organization, Power, Standing, Authority, Existence .............................. 28 SECTION 4.02 Blocker Capital Stock............................................................................... 28 SECTION 4.03 Holding Company..................................................................................... 29 SECTION4.04 Taxes......................................................................................................... 29 SECTION 4.05 Brokers and Other Advisors...................................................................... 30 SECTION 4.06 No Other Representations and Warranties ................................................ 30 ARTICLE V Representations and Warranties of Purchaser SECTION 5.01 Organization, Power, Standing, Authority, Existence .............................. 31 SECTION 5.02 Authorization, Execution and Enforceability ........................................... 31 SECTION 5.03 Non-Contravention................................................................................... 32 SECTION 5.04 No Governmental Consent or Approval Required; Affiliations ............... 32 SECTION 5.05 Litigation; Orders...................................................................................... 32 SECTION5.06 Finan.cing................................................................................................... 33 SECTION 5.07 Brokers and Other Advisors...................................................................... 34 SECTION 5.08 Securities Act............................................................................................ 34 SECTION 5.09 Independent Investigation......................................................................... 34 SECTION 5.10 Limited Guaranty...................................................................................... 34 SECTION5.11 Solvency.................................................................................................... 34 SECTION 5.1.2 No Other Representations and Warranties ................................................ 35 ARTICLE VI Covenants SECTION 6.01 Covenants Relating to Conduct of Business ............................................. 35 SECTION 6.02 Access to Information............................................................................... 39 SECTION 6.03 Reasonable Best Efforts............................................................................ 39 SECTION 6.04 Director and Officer Insurance................................................................. 42 SECTION 6.05 Employee Matters..................................................................................... 44 SECTION 6.06 Section 280G Matters............................................................................... 45 SECTION 6.07 General Tax Matters................................................................................. 46 SECTION 6.08 Company Tax Matters............................................................................... 46 SECTION 6.09 Public Announcements; Confidentiality................................................... 50 SECTION 6.10 Termination of Affiliate Contracts and Intercompany Balances .............. 51 SECTION 6.11 D&O Resignations.................................................................................... 51 SECTION 6.12 Access to Books and Records................................................................... 51 SECTION6.13 Financing................................................................................................... 51 SECTION 6.14 2019 Notes and 2020 Notes Redemption .................................................. 57 SECTION 6.15 Blocker Matters......................................................................................... 58 SECTION 6.16 Specified Matters...................................................................................... 59 ARTICLE VII Conditions Precedent SECTION 7.01 Conditions to Each Party's Obligation..................................................... 59 SECTION 7.02 Conditions to Obligation of Purchaser...................................................... 60 SECTION 7.03 Conditions to Obligation of Holdco, the Company, the Blocker Entities and the Sellers.............................................................................. 61 ARTICLE V ITT Tennination, Amendment and Waiver SECTION 8.01 Termination ............................................................................................... 61 SECTION 8.02 Effect of Termination................................................................................ 63 ARTICLE 1.X No Survival SECTION9.01 No Survival............................................................................................... 65 ARTICLE X General Provisions SECTION 10.01 Amendments ................ 66 SECTION 10.02 SECTION 10.03 SECTION 10.04 SECTION 10.05 SECTION 10.06 SECTION 10.07 SECTION 10.08 SECTION 10.09 SECTION 10.10 SECTION 1.0.11 SECTION 10.12 SECTION 10.13 SECTION 10.14 SECTION 1.0.15 SECTION 10.16 SECTION 10.17 SECTION 10.18 SECTION 10.19 Waivers..................................................................................................... 66 Assignment............................................................................................... 66 No Third -Party Beneficiaries.................................................................... 66 Purchaser Release..................................................................................... 67 SellerRelease............................................................................................ 67 Notices...................................................................................................... 68 Interpretation; Exhibits and Schedules; Certain Definitions .................... 70 Counterparts.............................................................................................. 71 EntireAgreement...................................................................................... 71 Severability............................................................................................... 72 GOVERNINGLAW................................................................................. 72 Consent to Jurisdiction.............................................................................. 72 WAIVER OF JURY TRIAL..................................................................... 73 Specific Enforcement................................................................................ 73 Fees and Expenses.................................................................................... 74 NoRecourse.............................................................................................. 74 Waiverof Conflicts................................................................................... 76 Relationship Among Seller and Phantom Plan Participants ..................... 77 M SECURITIES PURCHASE AGREEMENT dated as of May 18, 2017 (this "Agreement"), among Radiate HoldCo, LLC, a Delaware limited liability company ("Purchaser"), WaveDivision Holdings, LLC, a Delaware limited liability company (the "Company"), Wave Holdco, LLC, a Delaware limited liability company ("Holdco"), each of the Sellers (as defined below) (provided that, with respect to the Sellers who are holders of Class B Units, such Sellers shall not be party to Section 6.05 hereof) and Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners 111, L.P., collectively, as representative of the Sellers ("Sellers' Representative"). WHEREAS each of the persons listed in Schedule I delivered herewith (each, a "Blocker Entity" and, collectively, the `Blocker Entities") is (or will be after giving effect to the Blocker Reorganization (as defined below)) the owner of the number of Class A membership interests of Holdco (such interests, the "Class A Units") set forth opposite the applicable Blocker Entity's name on Schedule I delivered herewith; WHEREAS each of the persons listed in Section 1 of Schedule II delivered herewith (each, a "Direct Owner" and, collectively, the ".Direct Owners") is (or will be after giving effect to the Blocker Reorganization) the owner of the number of Class A Units and/or Class B membership interests of Holdco (such interests, "Class B Units" and, together with the Class A Units, collectively, the "Holdco Units") set forth opposite the applicable Direct Owner's name on Schedule II delivered herewith; WHEREAS the persons listed in Section 2 of Schedule II delivered herewith (each, an "Indirect Owner" and, collectively, the "Indirect Owners" and, together with the Direct Owners, the "Sellers") collectively are the owners of, in the aggregate, all of the issued and outstanding capital stock of the Blocker Entities (the "Blocker Capital Stock"); WHEREAS, immediately prior to Closing, GI Wave Holdings, LLC ("GI Wave") will distribute its Class A Units to each of GI Partners Fund III, L.P. ("GI Partners"), which will become a Direct Owner, and GI Wave UBTI-ECI Blocker, Inc. ("GI Blocker"), in each case in redemption of their interest in GI Wave (the "Blocker Reorganization'); WHEREAS the Direct Owners and the Blocker Entities collectively are (or will be after giving effect to the Blocker Reorganization) the owners of, in the aggregate, 100% of the issued and outstanding Holdco Units; WHEREAS Holdco is the record and beneficial owner of 100% of the issued and outstanding membership interests of OH WDH Holdco, LLC, a Delaware limited liability company (`Intermediate Holdco", and such units, the "Intermediate Holdco Units"), and Intermediate .Holdco is the owner of 100% of the issued and outstanding membership interests of the Company (such units, the "Company Units"); WHEREAS Purchaser desires to acquire beneficial ownership of all of the issued and outstanding Company Units; WHEREAS, concurrently with. the execution and delivery of this Agreement, TPG Partners VII, L.P. (the "Guarantor"), .has delivered a Limited Guaranty (the "Limited Guaranty") in favor of Sellers' Representative, on behalf of the Sellers. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants, agreements, obligations and undertakings set forth herein, and subject to the conditions set forth herein, the parties hereto agree as follows: ARTICLE I Purchase and Sale of Holdco Units and Blocker Capital Stock; Closing SECTION 1.01 Purchase and Sale of Holdco Units and Blocker Capital Stock.. On the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) the Direct Owners shall sell, transfer and deliver to Purchaser, and Purchaser shall purchase from the Direct Owners, all of the Holdco Units (other than the Holdco Units held by the Blocker Entities), free and clear of all Liens, and (b) the Indirect Owners shall sell, transfer and deliver to Purchaser, and Purchaser shall purchase from the Indirect Owners, all of the Blocker Capital Stock, free and clear of all Liens, for aggregate consideration consisting of an amount in cash equal to the Closing Cash Payment Amount, payable as set forth below in Section 1.03 (Transactions to Be Effected at the Closing) and subject to the terms of Sections 1.07 (Preliminary Statement, Dispute Resolution Mechanism), 1.08 (Purchase Price Adjustment) and 10.19 (Relationship Among Seller and Phantom Plan Participants). The purchase and sale of the Holdco Units and the Blocker Capital Stock, and the other transactions contemplated by this Agreement and the Ancillary Documents to occur at or prior to the Closing are referred to in this Agreement as the ".Transactions". Except as contemplated by the Blocker Reorganization, no Seller shall sell, transfer, convey, assign or otherwise dispose of any Holdco Units or Blocker Capital Stock held by such Seller to any other person. SECTION 1.02 Closing Date. The closing of the purchase and sale of the Holdco Units and the Blocker Capital Stock (the "Closing") shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP ("Paul, Weiss"), 1285 Avenue of the Americas, New York, New York 10019-6064, at 10:00 a.m., New York City time, on the second Business Day following the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Article VII (Conditions Precedent) (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions), or at such other place, time and date as shall be agreed between the Company and Purchaser; provided, however, that .notwithstanding the satisfaction or waiver of the conditions set forth in Article VII (Conditions Precedent), Purchaser shall not be obligated to effect the Closing prior to the earlier to occur of (i) any Business Day during the Marketing Period specified by Purchaser on no less than three (3) Business Days' written notice to the Sellers' Representative and (ii) the first Business Day following the final day of the Marketing Period, but subject, in each case, to the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in Article VII (Conditions Precedent) (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions). The date on which the Closing occurs is referred to in this Agreement as the ".Closing Date". Pa SECTION 1.03 Transactions to Be Effected at the Closing. At the Closing: (a) the Sellers shall deliver: (i) to Purchaser, in the case of each Direct Owner, a duly executed instrument assignment of the Holdco Units so as to transfer and assign to Purchaser or its designee at the Closing good and valid title to such Direct Owner's Holdco Units; and (ii) to Purchaser, in the case of each Indirect Owner, a duly executed instrument assignment of the Blocker Capital Stock (or, in the case of any certificated Blocker Capital Stock, the stock certificates representing such Blocker Capital Stock, accompanied by a duly executed stock power) so as to transfer and assign to Purchaser or its designee at the Closing good and valid title to such Indirect Owner's Blocker Capital Stock. (b) Sellers' Representative shall deliver to the other parties thereto, the Ancillary Documents required to be delivered by Sellers' Representative pursuant to this Agreement, duly executed by Sellers' Representative. (c) the Company shall deliver to Purchaser, the certificates specified in Sections 6.07(b) (FIRPTA Certificate), 7.02(a) (Representations and Warranties), and 7.02(b) (Performance of Obligations of the Company and the Sellers). (d) Purchaser shall deliver, or cause to be delivered: (i) to the Sellers, by wire transfer of immediately available funds to accounts of each of the Sellers in accordance with the Closing Consideration Schedule (such accounts to be provided by Sellers' Representative), an aggregate amount equal to the Closing Cash Payment Amount; (ii) to the Company, payment of the Phantom Cash Payment Amount to be paid in accordance with Section 1.03(e) (Transactions to Be Effected at the Closing) hereof; (iii) to Sellers' Representative, the certificates specified in Sections 7.03(a) (Representations and Warranties) and 7.03(b) (Performance of Obligations of Purchaser); (iv) to Sellers' Representative, the Ancillary Documents required to be delivered by Purchaser pursuant to this Agreement, duly executed by Purchaser; (v) to the Escrow Agent, by wire transfer of immediately available funds into an escrow account (the "Adjustment Escrow Account"), which account shall be established pursuant to a customary escrow agreement entered into on the Closing Date by and among .Purchaser, Sellers' Representative and the Escrow Agent (the "Escrow Agreement"), a deposit in an amount equal to - (such amount, the "Adjustment Escrow Amount") to satisfy any payments to Purchaser pursuant to Section 1.08 (Purchase Price Adjustment); (vi) to the applicable payees set forth in the Payoff Documents, by wire transfer of immediately available funds to the account(s) designated in the applicable Payoff Documents, the Purchaser Payoff Indebtedness, in the amounts set forth in the applicable Payoff Documents; (vii.) to the applicable payees designated in the Invoices, by wire transfer of immediately available funds to the account(s) designated in the Invoices, the Unpaid Transaction Fees set forth in the Invoices, in the amounts indicated in the Invoices; (viii) to the applicable payees designated in the Closing Consideration Schedule, by wire transfer of immediately available funds to the account(s) designated by the Company, all. Change of Control .Payments (other than the Phantom Cash Payment Amount to be paid in accordance with Section 1.03(d)(ii) (Transactions to Be Effected at the Closing)), in the amounts indicated in the Closing Consideration Schedule; and (ix) to Sellers' Representative, payment in immediately available funds, by wire transfer to a bank account designated in writing by Sellers' Representative, in an amount equal to the Sellers' Representative Reserve Amount. (e) Each Phantom Unit, whether vested or unvested, shall be canceled and in full satisfaction thereof, each Phantom Plan Participant shall receive a lump -sum cash payment equal to such individual's Pro Rata Portion of the Phantom Cash Payment Amount as set forth in the Closing Consideration Schedule. Immediately following Closing, and no later than the first to occur of ten (10) days following Closing and the first regularly scheduled payroll date of the Company, Purchaser shall cause the Company to pay to each Phantom Plan Participant an amount equal to such individual's Pro Rata Portion of the Phantom Cash Payment Amount as set forth in the Closing Consideration Schedule, subject to the withholding described below, through the Company's payroll systems. The Company shall be entitled to deduct and withhold from the consideration otherwise payable or deliverable to any Phantom Plan Participant pursuant to this Section 1.03(e) (Transactions to Be Effected at the Closing) such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or foreign Tax Law. The Company shall make timely payment to the appropriate Governmental Entities of any amounts withheld from the Phantom Cash Payment Amount under this Section 1.03(e) (Transactions to Be Effected at the Closing). If the Company so withholds such amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to the Phantom Plan Participants in respect of which the Company made such deduction and withholding. (f) To the extent that Purchaser has not made a contrary election pursuant to Section 6.15(b) (Blocker Matters), the Indirect Owners that hold Blocker Capital Stock in the GI Blocker (collectively, the "GI Blocker Sellers") shall sell, assign, transfer and convey all of GI Blocker Sellers' right, title and interest in and to the GI Blocker Promissory Note to Purchaser or its designee(s) identified in writing to GI .Blocker Sellers at least one (1) Business Day prior to the Closing Date for an amount equal to the principal amount plus accrued and unpaid interest on the GI Blocker Promissory Note as of the Closing, and GI Blocker Sellers and GI Blocker shall E deliver or cause to be delivered to Purchaser duly executed instruments of transfer, in a form reasonably acceptable to Purchaser, evidencing such assignment. (g) Upon delivery of the Closing Cash Payment Amount pursuant to Section 1.03(d)(i) (Transactions to Be Effected at the Closing) and the Adjustment Escrow Amount pursuant to Section 1.03(d)(v) (Transactions to Be Effected at the Closing), all right, title and interest in the Holdco Units held by each Direct Owner and all right, title and interest in all of the Bloeker Capital Stock shall be deemed transferred to Purchaser and each Seller shall cease to have any right, title or interest therein, except rights expressly provided to such Seller under the terms of this Agreement. SECTION 1.04 Payoff Documents. At least three (3) Business Days prior to the Closing Date, the Company shall provide Purchaser with drafts of customary payoff letters in respect of all Indebtedness set forth in Section 1.04 (the "Payoff Documents") of the Company Disclosure Letter (the "Purchaser Payoff Indebtedness") which authorize the release of all Liens securing such Purchaser Payoff Indebtedness upon the repayment of such Purchaser Payoff Indebtedness. SECTION 1.05 Payment of Transaction Fees. At least three (3) Business Days prior to the Closing, the Company shall cause each payee of Transaction Fees to submit a written invoice for the full amount of such payee's Transaction Fees ("Invoices"). SECTION 1.06 Statement; Closing Consideration Schedule. (a) At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser a written statement (the "Closing Statement") setting forth the Company's good faith estimates of (i) the amount and elements of Closing Working Capital (the "Estimated Working Capital Amount") and the Estimated Working Capital Adjustment Amount, (ii) the amount of Closing Cash (the "Estimated Closing Cash Amount"), (iii) the amount and elements of Closing Indebtedness (the ".Estimated Closing Indebtedness"), (iv) all Unpaid Transaction Fees (the "Estimated Unpaid Transaction Fees"), (v) all. Change of Control Payments (the ".Estimated Change of Control Payments") and (vi) Specified Capital Expenditures and the Specified Capital Expenditures Adjustment Amount, which Closing Statement shall include a reasonably detailed summary of the calculations made to arrive at, and reasonable supporting documentation for, such amounts. The Closing Statement shall be determined in accordance with the Accounting Principles, if applicable, and this Agreement. (b) At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser a schedule (the "Closing Consideration. Schedule") setting forth (i) the Closing Cash Payment Amount, including the calculation of the components thereof pursuant to and in accordance with this Agreement, (ii) the respective portion of the Closing Cash Payment Amount payable to each Seller, the corresponding wiring information for the account of such Seller and, if applicable, such Seller's Class .B Unit Note Payable (in each case, on a Seller -by -Seller basis), (iii) the Phantom Cash Payment Amount, (iv) the respective portion of the .Phantom Cash Payment Amount payable to each .Phantom Plan Participant (on a Participant -by -Participant basis), (v) the allocation of Change of Control Payments, in each case including a reasonably detailed calculation thereof and (vi) the respective percentages of the 5 Adjustment Escrow Amount allocable to each Seller (on a Seller -by -Seller basis) pursuant to and in accordance with this Agreement. The Closing Consideration Schedule shall provide that (x) with respect to any Seller that is a party to a Class B Unit Promissory Note, the Class B Unit Note Payable of such Seller shall reduce the portion of the Closing Cash Payment Amount payable to such Seller under this Agreement on a dollar -for -dollar basis (but shall not reduce the Closing Cash Payment Amount of any other Seller), in full satisfaction and settlement of such Seller's obligations under such Class B Unit Promissory Note, (y) with respect to the Indirect Owners that hold Blocker Capital Stock in OH Wave Blocker .1, Inc. or OH Wave Blocker II, Inc. (the "OH .Blockers Sellers"), the OH Blocker Tax Liability shall reduce the portion of the Closing Cash Payment Amount payable to the OH Blocker Sellers under this Agreement on a dollar -for -dollar basis (but shall not reduce the Closing Cash Payment Amount of any other Seller) and (z) with respect to the GI Blocker Sellers, the GI Blocker Promissory .Note Payable shall reduce the portion of the Closing Cash Payment Amount actually paid to such GI Blocker in respect of its Blocker Capital Stock under this Agreement (without regard to the Purchaser's election pursuant to Section 6.15(b) (Blocker Matters)) on a dollar -for -dollar basis (but shall not reduce the Closing Cash Payment Amount actually paid to any other Seller). For the avoidance of doubt, the parties acknowledge and agree that the Class B Unit Notes Payable will be deducted solely from amounts payable to the Sellers party to the Class B Unit Promissory Notes in proportion to each such Seller's outstanding Class B Unit Note Payable thereunder. In making the payments required to be made by Purchaser pursuant to this Article 1, Purchaser shall be entitled to rely (without any independent inquiry and without having any liability to any person in connection with the determination of such amounts) on the accuracy of the allocations set forth in the Closing Consideration Schedule. Notwithstanding anything to the contrary herein, Purchaser shall be entitled to rely upon the allocation of the Closing Cash Payment Amount and any other payments made pursuant to this Article 1, in each case, calculated in a manner consistent with the Closing Consideration Schedule and Purchaser shall not have any liability to any Seller with respect to any claim that the amounts payable pursuant to the Closing Consideration Schedule are incomplete or inaccurate or that such Seller was entitled to receive payment of any other amount, subject to actual payment of the amounts set forth in the Closing Consideration Schedule to such Seller or to Sellers' Representative for payment to such Seller. SECTION 1.07 Preliminary Statement, Dispute Resolution Mechanism. (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Sellers' Representative a statement (the "Preliminary Statement") setting forth in reasonable detail and with reasonable supporting documentation (i) Purchaser's calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, Unpaid Transaction Fees and Change of Control Payments, in each case determined in accordance with the Accounting Principles, if applicable, and this Agreement and (ii) a description of the basis for any differences between each such calculation and the corresponding calculation set forth on the Closing Statement. If Purchaser does not deliver a Preliminary Statement within such 60 day period, then the Sellers' Representative may deliver to Purchaser a Preliminary Statement (the "Revised Closing Statement") of the Closing Working Capital, Closing Cash, Closing Indebtedness, Unpaid Transaction Fees and Change of Control Payments, and the procedures for determining the Final Closing Working Capital, Final Closing Cash, Final Closing Indebtedness, Final Unpaid Transaction Fees, and Final Change of Control Payments and any resulting payments therefrom set forth in this Section 1.07 (Preliminary Statement, Dispute Resolution Mechanism) shall apply, mutatis inutandis, to the Revised Closing Statement. The preparation of the Preliminary 6 Statement and determination of the components thereof are not intended to, and shall not, take into account any events, conditions or developments occurring after the Closing. Without limiting the foregoing, any purchase price accounting adjustments and any plans, transactions, or changes which Purchaser intends to initiate or make or actually causes to be initiated or made, in each case, from and after the Closing with respect to any Group Company or their businesses or assets, or any facts or circumstances that are unique or particular to Purchaser or any of its assets or liabilities shall be disregarded for purposes of preparing the Preliminary Statement. (b) Following Sellers' Representative's receipt of the Preliminary Statement, Purchaser shall (i) permit Sellers' Representative and its accountants to reasonably consult with the Company and Purchaser's accountants, and (ii) provide to Sellers' Representative and its accountants reasonable access during reasonable hours and under reasonable circumstances to all relevant books and records and personnel of the Group Companies and any work papers (including those of Purchaser's accountants subject to the execution of appropriate agreements with Purchaser's accountants) relating to the preparation of the Preliminary Statement. The Preliminary Statement shall become final and binding upon the parties on the 30th day following delivery thereof (provided, that such 30-day period shall be automatically extended for the period (if any) during which Sellers' Representative and its advisors have not been permitted to review the working papers of Purchaser and its independent auditors or otherwise been granted access as required pursuant to this Section 1.07(b)), unless Sellers' Representative gives written notice of its disagreement with the Preliminary Statement (a "Notice of Disagreement") to Purchaser prior to such date (or on such earlier date on which Sellers' Representative may deliver to Purchaser written notice that it has no disagreements with the Preliminary Statement); provided, that each of Purchaser and Sellers' Representative shall direct the Escrow Agent to release any amounts not in dispute to the appropriate party. The Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and only include disagreements based on mathematical errors or based on Closing Working Capital, Closing Cash, Closing Indebtedness, Unpaid Transaction .Fees and Change of Control Payments not being calculated in accordance with this Agreement. If a Notice of Disagreement is given by Sellers' Representative in a timely manner, then the Preliminary Statement (as revised in accordance with this sentence) shall become final and binding upon the parties on the earlier of (i) the date Sellers' Representative and Purchaser .resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date any disputed matters specified in the Notice of Disagreement are finally resolved in writing in accordance with Section 1.07(c) (Preliminary Statement, .Dispute .Resolution Mechanism) by a nationally recognized public accounting firm agreed upon in writing by the Purchaser and the Sellers' Representative which, unless otherwise agreed in writing by Purchaser and Sellers' Representative, does not have any audit, tax, consulting or other material relationship with Purchaser, the Company or the Sellers or any of their respective affiliates (the "Accounting Finn"). (c) If a Notice of Disagreement is delivered in accordance with Section 1.07(b) (Preliminary Statement, Dispute .Resolution Mechanism), Sellers' Representative and .Purchaser shall, during the 30-day period following the delivery of a Notice of Disagreement, seek. in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of .Disagreement. If during such 30-day period Sellers' Representative and .Purchaser are unable to reach such agreement, each. of Sellers' Representative and Purchaser shall within ten days thereafter furnish, at its own expense, to the 7 Accounting Firm and substantially simultaneously to the other a written statement of its position with respect to each of the disputed items or amounts identified in the Notice of Disagreement that remain unresolved (the "Unresolved Matters"). Within five (5) Business Days after the expiration of such ten (10) day period, each of the Purchaser and the Sellers' Representative may deliver to the Accounting Firm its response to the other's position on the Unresolved Matters; provided, that it delivers a copy thereof substantially simultaneously to the other. With each submission in accordance with the foregoing, each of Purchaser and the Sellers' Representative may also furnish to the Accounting Finn such other information and documents as it deems relevant or such information and documents as may be requested by the Accounting Firm; provided, that it delivers a copy thereof substantially simultaneously to the other. Purchaser and Sellers' Representative shall thereafter promptly cause the Accounting Firm to review the relevant portions of this Agreement, the Preliminary Statement, the Notice of Disagreement and the Unresolved Matters for the purpose of calculating Closing Working Capital, Closing Cash, Closing Indebtedness, Unpaid Transaction Fees and Change of Control Payments in accordance with this Agreement. In making any such calculation, (i) the Accounting Firm shall act as an arbitrator, (ii) the Federal Rules of Evidence Rule 408 shall apply to any discussions related to the Notice of Disagreement between Purchaser and Sellers' Representative during such 30-day period and (ii.i) the Accounting .Firm (A) shall base its decision solely on the provisions of this Agreement and on written submissions by Purchaser and the Sellers' Representative and their respective representatives and not by independent review, (B) shall not permit or authorize ex parte communications, discovery or hear testimony, (C) shall calculate de novo only the Unresolved Matters, (D) shall not assign a value to any such Unresolved Matter greater than the greatest value for such item or less than the smallest value for such item set forth in the Preliminary Statement and the Notice of Disagreement, (E) with respect to any item not disputed in the Notice of Disagreement, shall apply the value ascribed thereto in the Preliminary Statement, and (F) with respect to any item disputed in the Notice of Disagreement but resolved by Sellers' Representative and Purchaser after delivery of the Notice of Disagreement, shall apply the value agreed upon by Sellers' Representative and Purchaser. The Accounting Firm shall deliver to Sellers' Representative and Purchaser, as promptly as practicable (but in no event later than 45 days from the date of its engagement), a written report setting forth its calculation of Closing Working Capital, Closing Cash, Closing Indebtedness, Unpaid Transaction Fees and Change of Control Payments in accordance with this Agreement. Absent manifest error by the Accounting Firm, such report shall be final, binding and non -appealable upon Sellers' Representative and Purchaser and an Order may be entered in respect thereof in any court of competent jurisdiction. Closing Working Capital, Closing Cash, Closing Indebtedness, Unpaid Transaction Fees, and Change of Control Payments, as and when finally determined in accordance with Section 1.07(b) (Preliminary Statement, Dispute Resolution Mechanism) or this Section 1.07(c) (Preliminary Statement, Dispute Resolution Mechanism), as the case may be, are referred to herein as the "Final Closing Working Capital", "Final Closing Cash", "Final Closing Indebtedness", "Final Unpaid Transaction Fees", and "Final Change of Control Payments", respectively. (d) Purchaser and Sellers' Representative shall each be responsible for fifty percent (50%) of the fees, costs and expenses of the Accounting Firm. (e) From and after the Closing until the determination of the Final Closing Working Capital, Final. Closing Cash, Final. Closing Indebtedness, Final. Unpaid Transaction Fees and Final Change of Control Payments, each of the parties shall afford, and shall cause its affiliates to afford, to the other parties and any accountants, counsel or financial advisors retained thereby in connection with any adjustment to the Closing Cash Payment Amount contemplated by this Section 1.07 (Preliminary Statement, Dispute Resolution Mechanism) reasonable access during nonnal business hours, at the sole cost and expense of such other parties, to the books and records of the Company or the working papers of the Sellers or Sellers' Representative, as applicable, to the extent relevant to the determination of the Final Closing Working Capital, Final Closing Cash, Final Closing Indebtedness, Final Unpaid Transaction Fees and Final Change of Control Payments. SECTION 1.08 Purchase Price Adjustment. Following the Closing and the final determination of the Final Closing Working Capital, Final Closing Cash, Final Closing Indebtedness, Final Unpaid Transaction Fees and Final Change of Control Payments: (a) If the Actual Adjustment Amount is positive, (i) Purchaser shall, within five Business Days after such amount is determined, pay to the accounts of each of the Sellers in accordance with the Closing Consideration Schedule (such accounts to be provided by Sellers' Representative) the portion of the Actual Adjustment Amount payable to the Sellers, by wire transfer of immediately available funds; and (ii) Purchaser and Sellers' Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release the Adjustment Escrow Funds from the Adjustment Escrow Account to Sellers' Representative for further payment to the Sellers in accordance with the Closing Consideration Schedule. (b) If the Actual Adjustment Amount is negative, Sellers' Representative and Purchaser shall, within five Business Days after such amount is determined, deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to deliver to Purchaser an amount equal to the absolute value of the Actual Adjustment Amount; provided that (i) to the extent the absolute value of the Actual Adjustment Amount is less than the Adjustment Escrow Funds (the amount by which (A) the absolute value of the Actual Adjustment Amount is less than (B) the Adjustment Escrow Funds net of any amounts that Sellers' Representative is required to pay the Accounting Finn pursuant to Section 1.07 (Preliminary Statement, Dispute Resolution Mechanism) is referred to as the "Adjustment Escrow Excess Amount"), Purchaser and Sellers' Representative shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release the Adjustment .Escrow Excess Amount from the Adjustment Escrow Account to the accounts of each of the Sellers in accordance with the Closing Consideration Schedule (such accounts to be provided by Sellers' Representative) for the portion of the Adjustment Escrow Excess Amount payable to the Sellers simultaneously with the payment of the Actual Adjustment Amount to Purchaser. The Adjustment Escrow Account shall constitute the sole and exclusive source of recovery by Purchaser in the event the Actual Adjustment Amount is a negative amount and neither Sellers' Representative nor any Seller shall be required to pay any amount to Purchaser in connection therewith. SECTION 1.09 Withholdings. Notwithstanding anything in this Agreement to the contrary, Purchaser shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any person such amounts as are required to be deducted and withheld with respect to the making of such payment under any applicable Tax Law. To the extent such amounts are so deducted and withheld and paid over to the applicable Taxing 9 Authority, such amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made. As of the date of this Agreement, Purchaser is not aware of any applicable withholding Taxes other than payroll withholding taxes, assuming that the covenants set forth in Section 1.03(e) (Transactions to Be Effected at the Closing) are complied with. To the extent that Purchaser becomes aware of any additional applicable withholding Taxes, Purchaser shall, no later than the later of (a) three (3) Business Days prior to the Closing Date and (b) four (4) Business Days after becoming aware of the applicability of such Tax, (i) provide written notice to the Company and Sellers' Representative of such Tax and (ii) consult with the Company and Sellers' Representative in good faith as to the nature of the Tax and the basis upon which such withholding is required. Each of Purchaser and the Company agrees to use commercially reasonable efforts to obtain exemptions from, or reductions of, any Taxes required to be withheld from payments under this Agreement; provided, however, that nothing herein shall require Purchaser (or its affiliates, including for this purpose the Company and the .Blockers Entities) to incur any material additional net cost or liability. ARTICLE II Representations and Warranties Relating to the Sellers Except as set forth in the disclosure letter delivered by the Company to Purchaser prior to, and in connection with, the execution and delivery by the parties of this Agreement (the "Company Disclosure Letter"), each Seller severally and not jointly represents and warrants to Purchaser solely with respect to itself as follows: SECTION 2.01. Organization., Power, Standing, Authority, Existence. Such Seller, if not a natural person., is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority and, in the case of any Seller that is a natural person, is competent, to execute, deliver and perform its obligations under this Agreement and the Ancillary Documents to which it is, or is specified to be, a party and to consummate the Transactions. Such Seller has all requisite organizational power and authority to own, lease and operate its properties and carry on its business as presently owned or conducted, except where the failure to have such power or authority would not, individually or in the aggregate, reasonably be expected to prevent or materially impede, interfere with, hinder or delay, the consummation of any of the Transactions (a "Seller Material Adverse Effect"). SECTION 2.02 Authorization, .Execution and Enforceability. The execution and delivery by such Seller of, and the performance of its obligations under, this Agreement and the Ancillary Documents to which it is, or is specified to be, a party and the consummation by such Seller of the Transactions have been duly authorized by all necessary action on the part of such Seller, and no other action or proceeding on the part of such Seller or its stockholders, unit holders, limited partners or other equity holders, as applicable, is necessary to authorize this Agreement and the Ancillary Documents to which it is, or is specified to be, a party or to consummate the Transactions. Such. Seller has duly executed and delivered this Agreement and prior to the Closing will have duly executed and delivered the Ancillary Documents to which it is, or is specified to be, a party. Assuming the due authorization, execution and delivery by 10 Purchaser, this Agreement constitutes, and each Ancillary Document to which such Seller is, or is specified to be, a party will constitute, the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and general principles of equity (whether considered in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions"). SECTION 2.03 Non -Contravention. The execution, delivery and performance by such Seller of this Agreement and Ancillary Documents to which it is, or is specified to be, a party and the consummation of the Transactions do not and will not (a) if such Seller is not a natural person, conflict with or result in a breach or violation of or constitute a default (with or without notice or the lapse of time, or both) under any provision of the certificate of fonnation, certificate of incorporation, limited liability company agreement, bylaws or other organizational or governing documents of such Seller, (b) conflict with or result in a material breach or violation of, constitute a material default (with or without notice or the lapse of time, or both) under, result in the right to accelerate, terminate, modify or cancel any material Contract to which such Seller is a party or by which any of such Seller's properties or assets is bound, (c) result in the creation or imposition of any Lien upon or the forfeiture of any property or asset of such Seller (including any assets held under a lease or license), or (d) conflict with, violate or breach any Law or Order applicable to such Seller or its properties or assets (other than, in the case of clauses (b) - (d), such items that, individually or in the aggregate, would not reasonably be expected to have a Seller Material Adverse Effect). SECTION 2.04 No Governmental Consent or Permit Required. Assuming the truth and accuracy of the representations and warranties of Purchaser set forth in Article V (Representations and Warranties of Purchaser), no Consent or Permit of, declaration to, or filing with, any Governmental Entity by or on behalf of such Seller is required for or in connection with the authorization, execution, delivery and performance by such Seller of its obligations under this Agreement or the Ancillary Documents to which it is, or is specified to be, a party and the consummation by such Seller of the Transactions, except for filings required by the HSR Act and the Communications Laws. SECTION 2.05 Holdco Units, Blocker Capital Stock. (a) if such Seller is a Direct Owner (other than GI Wave), such Seller has good and valid title to the Holdco Units set forth next to such Seller's name on Schedule II delivered herewith, free and clear of all Liens and is the sole beneficial and record owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of such Holdco Units, and upon Sellers' Representative's receipt of the portion of the Closing Cash Payment Amount payable to such Seller pursuant to and in accordance with Section 1.03(d)(i) (Transactions to Be Effected at the Closing), good and valid title to such Holdco Units will pass to Purchaser, free and clear of any Liens. The Holdco Units are not subject to any voting trust agreement, proxy or other Contract, including any Contract restricting the voting, dividend rights or disposition of such units, or any option, warrant, right, call, pledge, put or other Contract providing for the disposition, acquisition or transfer of such units (including rights of first refusal, rights of first negotiation, rights of first offer or similar rights). (b) If such Seller is an Indirect Owner (other than GI Partners or GI Blocker), such Seller has good and valid title to the Blocker Capital Stock set forth next to such Seller's name on Schedule II delivered herewith, free and clear of all Liens, and is the sole beneficial and record owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of such shares of Blocker Capital Stock, upon delivery to Purchaser at the Closing of certificates representing such shares of Blocker Capital Stock, duly endorsed by the applicable Seller in blank or accompanied by appropriate stock powers, and upon Sellers' Representative's receipt of the portion of the Closing Cash Payment Amount payable to such Seller pursuant to and in accordance with Section 1.03(d)(i) (Transactions to Be Effected at the Closing), good and valid title to such shares of Blocker Capital Stock will pass to Purchaser, free and clear of any Liens. The shares of Blocker Capital Stock are not subject to any voting trust agreement, proxy or other Contract, including any Contract restricting the voting, dividend rights or disposition of such shares, or any option, warrant, right, call, pledge, put or other Contract providing for the disposition, acquisition or transfer of such shares (including rights of first refusal, rights of first negotiation, rights of first offer or similar rights). (c) GI Wave has good and valid title to the Holdco Units set forth next to such GI Wave's naive on Schedule II delivered herewith, free and clear of all Liens, and is the sole beneficial and record owner thereof, in each case until such time as the Blocker Reorganization is consuminated. As of the Closing (after giving effect to the Blocker Reorganization), each of GI Partners and GI Blocker will have good and valid title to the Holdco Units set forth next to such person's name on Schedule I delivered herewith, free and clear of all Liens, and will be, the sole beneficial and record owner thereof. Assuming Purchaser has the requisite power and authority to be the lawful owner of such Holdco Units, and upon Sellers' Representative's receipt of the portion of the Closing Cash Payment Amount payable to GI Partners and GI Blocker, as applicable, pursuant to and in accordance with Section 1.03(d)(i) (Transactions to Be Effected at the Closing), good and valid title to such Holdco Units will pass to Purchaser, free and clear of any Liens. The Holdco Units are not subject to any voting trust agreement, proxy or other Contract, .including any Contract restricting the voting, dividend rights or disposition of suchh units, or any option, warrant, right, call, pledge, put or other Contract providing for the disposition, acquisition or transfer of such units (including rights of first refusal, rights of first negotiation, rights of first offer or similar rights). SECTION 2.06 Brokers and Other Advisors. Other than investment banks and advisors that will be paid by the Company or the Sellers prior to the Closing or the fees and expenses of which otherwise will be included in the Unpaid Transaction Fees, no broker, finder, investment bank or similar agent is entitled to any brokerage, finder's or investment bankers' fee or other fee or commission in connection with the Transactions based upon Contracts made by or on behalf of such Seller or any of its affiliates. SECTION 2.07 No Other Representations and Warranties. Purchaser hereby acknowledges and agrees that the representations and warranties made as to the Sellers in Article II (Representations and Warranties Relating to the Sellers) and the Indirect Owners in Article IV (Representations and Warranties Relating to the Blocker Entities), and in any Ancillary Documents, are the sole and exclusive representations and warranties being made by or on behalf of the Sellers, Indirect Owners or their respective affiliates or Representatives and exclusive of any other representations and warranties, including any implied warranties or 12 inducements, and, except for such representations and warranties expressly set forth in Articles II (Representations and Warranties Relating to the Sellers) and IV (Representations and Warranties Relating to the Blocker Entities) of this Agreement and in any Ancillary Documents, none of the Sellers, Indirect Owners or their respective affiliates or Representatives have made, nor are any of them making, any express or implied representation or warranty or inducement regarding the accuracy, sufficiency or completeness of any information provided to Purchaser or any of its Representatives or prepared by or for any of the Sellers or Indirect Owners, as applicable, in connection with the Transactions. Each of the Sellers, Indirect Owners and their respective affiliates hereby disclaim any such other express or implied representations or warranties or inducements, whether at law or in equity, none of which shall have any legal effect. Purchaser hereby acknowledges and agrees that only those representations or warranties made to Purchaser in this Agreement or in any Ancillary Documents, subject to the limitations and restrictions specified herein and therein, shall have any legal effect. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, nothing in this Agreement shall limit the liability of the Sellers in the event of Fraud. ARTICLE III Representations and Warranties Relating to the Group Companies Except as set forth in the Company Disclosure Letter, Holdco and the Company jointly and severally represent and warrant to Purchaser as follows: SECTION 3.01 Organization, Power, Standing, Authority, Existence, Qualification. Each of Holdco and the Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and each of the other Group Companies is a corporation, limited liability company, limited partnership or other business entity, as the case may be, duly organized, validly existing and in good standing (to the extent such concept is applicable) under the laws of its jurisdiction of formation or organization, as applicable. Each of .Holdco and the Company has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Documents to which it is, or .is specified to be, a party and to consummate the Transactions. Each Group Company is qualified and licensed to do business and is in good standing in every jurisdiction in which its ownership or lease of properties or assets or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified, licensed or in good standing, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. SECTION 3.02 Authorization, Execution and Enforceability. The execution and delivery by each of .Holdco and the Company of, and the performance of its obligations under; this Agreement and each Ancillary Document to which Holdco or the Company is, or is specified to be, a party and the consummation by it of the Transactions have been duly authorized by all necessary action on the part of Holdco and the Company, and no other action or proceeding on the part of Holdco, the Company or .Holdco's unitholders is necessary to authorize this Agreement or the Ancillary Documents or to consummate the Transactions. Each of Holdco and the Company has duly executed and delivered this Agreement and prior to the Closing will 13 have duly executed and delivered each Ancillary Document to which it is, or is specified to be, a party. Assuming the due authorization, execution and delivery by Purchaser, this Agreement constitutes, and each Ancillary Document to which Holdco or the Company is, or is specified to be, a party will constitute, the legal, valid and binding obligation of Holdco and the Company, as applicable, enforceable against Holdco and the Company, as applicable, in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. SECTION 3.03 Non -Contravention. The execution, delivery and performance by Holdco or the Company of this Agreement and the Ancillary Documents to which it is, or is specified to be, a party and the consummation of the Transactions do not and will not (a) conflict with or result in a breach or violation of or constitute a default (with or without notice or the lapse of time, or both) under any provision of the certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other organizational or governing documents of any Group Company, (b) conflict with or result in a material breach or violation of, constitute a material default (with or without notice or the lapse of time, or both) under, or result in any payment, loss of rights or the right to accelerate, terminate, modify or cancel any Material Contract to which any Group Company is a party or by which any Group Company or any of its properties or assets is bound, (c) result in the creation or imposition of any Lien upon or the forfeiture of any property or asset of any Group Company (including any assets held under a lease or license), or (d) conflict with, violate or breach any Law or Order applicable to any Group Company or its properties or assets (other than, in the case of clauses (b) - (d), such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect). SECTION 3.04 No Governmental Consent or Permit Required. Assuming the truth and accuracy of the representations and warranties of Purchaser set forth in Article V (Representations and. Warranties of Purchaser), no Consent or Permit of, declaration to, or filing with, any Governmental Entity by or on behalf of any Group Company is required for or in connection with the authorization, execution, delivery and performance by the Sellers and the Group Companies of their obligations under this Agreement or the Ancillary Documents and the consummation of the Transactions, except for filings required by the HSR Act and the Communications Laws. SECTION 3.05 Capital Structure. a) - Class A Units and - Class B Units and, as of the date hereof, - Phantom Units under the Phantom Plan (the "Phantom Units") are issued and outstanding. Except as set forth in this Section 3.05(a) (Capital Structure), there are no units or other equity securities of, or securities convertible into or exchangeable or exercisable for equity securities of, Holdco issued, reserved for issuance or outstanding. No Holdco Units are held by any Subsidiary of Holdco or by Holdco in its treasury. None of the issued and outstanding Holdco Units are subject to vesting or forfeiture conditions or a right of repurchase by Holdco (other than the Class B Units). Section 3.05(a) (Capital Structure) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of all holders of outstanding Class A Units, Class B Units and Phantom Units, including the number of Holdco Units held by each such holder. 14 (b) Holdco has good and valid title to all issued and outstanding Intermediate- Holdco Units and the certificates (if any) representing such units, free and clear of all Liens, and is the sole beneficial and record owner thereof. Except as set forth in this Section 3.05(b) (Capital Structure), there are no units or other equity securities of, or securities convertible into or exchangeable or exercisable for equity securities of, Intermediate Holdco issued, reserved for issuance or outstanding. (c) Intermediate Holdco has good and valid title to all issued and outstanding Company Units and the certificates (if any) representing such units, free and clear of all Liens, and is the sole beneficial and record owner thereof. Except as set forth in this Section 3.05(c) (Capital Structure), there are no units or other equity securities of, or securities convertible into or exchangeable or exercisable for equity securities of, the Company issued, reserved for issuance or outstanding. (d) All outstanding Holdco Units, Intermediate Holdco Units and Company Units have been validly issued and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the certificate of formation, limited liability company agreement and other organizational or governing documents of Holdco, Intermediate Holdco and the Company, as applicable, or any Contract to which it is a party or by which it is otherwise bound. There are no voting trusts, shareholder agreements, commitments, undertakings, understandings, proxies or other restrictions to which any Group Company is a party which directly or indirectly restrict or limit in any manner the voting, sale or other disposition of any securities of, or equity interests in, such Group Company. (e) Each Subsidiary of the Company is wholly owned by the Company (either directly or indirectly by way of ownership through another Subsidiary of the Company). Each Group Company owns all of the securities of, or equity interests in, each of its Subsidiaries, free and clear of any and all Liens (other than. restrictions on transfer imposed by applicable securities laws), and all of the outstanding securities or other equity interests of each such Subsidiary are duly authorized, validly issued, fully paid and nonassessable (to the extent such concepts are applicable) and are not subject to or .issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the organizational or governing documents of such Subsidiary or any Contract to which such Subsidiary is a party or by which it is otherwise bound. (f) True and complete copies of all governing documents of each Group Company in effect on the date hereof have been made available to Purchaser prior to the date hereof. SECTION 3.06 Financial Statements; Internal Controls. (a) Section 3.06(a) (Financial Statements; Internal Controls) of the Company Disclosure Letter sets forth true, correct and complete copies of (i) the audited consolidated balance sheet of the Company as of .December 31, 2016, December 31, 2015 and December 31., 2014, together with the related consolidated statement of operations, consolidated statement of mem.ber's equity and consolidated statement of cash flows for the years ended December 31, 15 2016, December 31, 2015 and December 31, 2014 (collectively, the "Audited Financial Statements"), and (ii) the unaudited consolidated balance sheet of the Company as of March 31, 2017 (the "Balance Sheet Date") and the unaudited statement of operations, statement of member's equity and statement of cash flows for the three-month period then ended (collectively, the "Interim Financial Statements" and, together with the Audited Financial Statements, the "Financial Statements"). (b) Each of the Financial Statements (i) has been prepared in accordance with GAAP, in all material respects, consistently applied throughout the periods specified therein (except as may be indicated in the notes thereto) and (ii) fairly presents, in all material respects, the consolidated financial position, results of operations, changes in cash flows and changes in member's equity of the Company and its Subsidiaries on the dates and for the periods specified therein (subject, in the case of the Interim Financial Statements, to normal year-end audit adjustments and the absence of notes). As of the date hereof, neither Holdco nor Intermediate Holdco has any material assets or liabilities other than (i) the 2019 Notes and the 2019 Notes Indenture, (ii) liabilities incident to its formation and organization or maintenance of its existence or as issuer of certain debt securities in connection with the Transactions or (iii) as set forth on Section 3.06(b) of the Company Disclosure Letter. (c) The Group Companies maintain a system of internal accounting controls that are designed to provide reasonable assurance that all transactions are (i) executed in accordance with management's general or specific authorizations, and (ii) recorded as necessary to permit preparation of financial statements in accordance with GAAP. SECTION 3.07 Change in Condition. (a) Since the Balance Sheet Date through the date hereof, each of the Group Companies has operated only in the ordinary course of business consistent with past practice and has not taken any action that, if taken after the date of this Agreement, would require Purchaser's consent under Section 6.01. (b) Since December 31., 2016 through the date hereof, there has been no Company Material Adverse Effect. SECTION 3.08 Absence of Undisclosed Liabilities. As of the date hereof, there are no liabilities or obligations of the type required to be disclosed in a balance sheet of the Group Companies in accordance with GAAP, except for liabilities and obligations (i) disclosed in the Company Disclosure Letter, (ii) adequately provided for or reserved against on the Interim Financial Statements, (Ili) expressly contemplated by this Agreement or otherwise incurred in connection with the Transactions, (iv) incurred in the ordinary course of business consistent with past practice since the Balance Sheet Date, (v) in the case of Holdco and Intermediate Holdco, incident to its formation and organization or maintenance of its existence or as issuer of certain debt securities in connection with the Transactions or (vi) that would not reasonably be expected to result in a Company Material Adverse Effect. 16 SECTION 3.09 Litigation; Orders. (a) As of the date hereof, there are no Proceedings pending or, to the Knowledge of Purchaser, threatened in writing by or against any Group Company, other than any Proceeding as would not reasonably be expected to be, individually or in the aggregate, .material to any the Group Companies taken as a whole. (b) As of the date hereof, there is no Order of any court or any Governmental Entity against any Group Company that would reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. To the Knowledge of the Company, as of the date hereof there is no pending investigation of any Group Company by any Governmental Entity. SECTION 3.10 Permits, Communications Licenses, Compliance with Laws, etc. (a) The Group Companies hold all. material Permits and Communications Licenses required for the conduct of their respective businesses as currently conducted, and all such Permits and Communications Licenses are validly held by the applicable Group Company and are in full force and effect, except where the failure to hold such Permits and Communications Licenses in such manner would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. The Group Companies are in compliance in all material respects with the terms and conditions of all such material Permits and Communications Licenses held by them, except where non-compliance would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. As of the date hereof, no Governmental Entity has commenced, or given written notice to any Group Company that it intends to commence, a proceeding to revoke or suspend any Permit or Communications Licenses, or given written notice that it intends not to renew any Permit or Communications Licenses. (b) The Group Companies are in compliance in all material respects with all applicable Laws and Orders, including the Communications Laws and anti -money laundering rules and regulations, including the PATRIOT Act. (c) This Section 3.10 (Permits, Communications Licenses, Compliance with Laws, etc.) does not relate to matters with respect to Taxes, which are the subject of Section 3.17 (Taxes), or to environmental matters, which are the subject of Section 3.12 (Environmental Matters). SECTION 3.11 Certain Payments. The Group Companies are, and to the Knowledge of the Company, each director or officer of such Group Company is, in compliance in all material respects with the FCPA and any other applicable anti -corruption Law (together "Anti -Bribery Laws"). Each Group Company is in compliance in all material respects with all applicable Laws relating to export control and trade sanctions or embargoes. SECTION 3.12 Environmental Matters. The Group Companies have been for the last three years and are in, compliance with all Environmental Laws in all material respects, and for the last three years the Group Companies have not received any unresolved written 17 notice alleging that any Group Company is in material violation of, or has material liability under, any Environmental Law. Except as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole: (a) the Group Companies possess, and have been for the last three years and are in compliance with, all material Permits required under Environmental Laws for the conduct of their operations and all such .Permits are in full force and effect, (b) there are no Proceedings relating to any Environmental Law pending or, to the Knowledge of the Company, threatened in writing against any Group Company, (c) to the Knowledge of the Company, there has been no Release of any Hazardous Materials, (i) at, from or under the Company Owned Real Property, or (ii) by any Group Company at, from or under at any Company Leased Real Property or real property formerly owned or operated by any Group Company, in the case of each of (i) and (ii), that would reasonably be expected to form the basis of any Proceedings against or liabilities of any Group Company relating to any Environmental Law, and (d) no Group Company has any contractual liabilities or obligations that would reasonably be expected to form the basis of any Proceedings or material liability relating to any Environmental Law against any Group Company. (e) The Company has made available to Purchaser all material environmental site assessments relating to the Company Owned Real Property and the Company Leased Real Property that are in the possession of the Group Companies. SECTION 3.13 Real Property. (a) Section 3.13(a) (Real Property)) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of all real property owned by any Group Company (the "Company Owned Real Property"). The applicable Group Company has good and valid fee simple title to the Company Owned Real Property, free and clear of all Liens, except for Permitted Liens. (i) No Group Company has granted any outstanding options, rights of first offer or rights of first refusal to purchase any such Company Owned Real Property or any portion thereof or interest therein in favor of any third party and (ii) no Group Company has leased or otherwise granted to any person the right to use or occupy any Company Owned Real Property. (b) Section 3.13(b) (Real Property) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date hereof of all real property leased by any Group Company (the "Company Leased Real Property") pursuant to a lease, sublease, license or any other arrangement, excluding licenses for data centers, points of presence and similar arrangements (each, a "Real Property"). The Company has made available to Purchaser a true, correct and complete copy, as of the date hereof, of each such Real Property Lease. aj (c) With respect to each Real Property Lease involving annual rental or lease payments by one or more Group Companies of more than $100,000 during any calendar year or relating to a headend or HUB site (each, a "Material Real Propegy Lease"): (i) there are no Liens on the estate or interest created by such Material Real Property Lease, other than Permitted. Liens, (ii) no breach, violation or default by any Group Company under any Material Real Property Lease, or to the knowledge of the Company, by any other party to any such Material Real Property Lease, .has occurred and is continuing, and no event has occurred which with notice or lapse of time would constitute such a breach, violation or default, in each case except for such breach, violation or default as to which requisite waivers or consents have been obtained or which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies taken as a whole, and (iii) no Group Company has subleased, licensed or otherwise granted any person the right to use or occupy the Company Leased Real .Property under such Material .Real Property Lease or any portion thereof. (d) With respect to all easements, access rights, rights of way, right of entry, railroad crossing agreements and other similar real property rights, in each case that are material (the "Company Real Property Interests"), held by any Group Company except as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies taken as a whole (except with regard to (iv) below): (i) such Company Real Property Interest is legal, valid and in full force and effect, (ii) no Group Company nor, to the Knowledge of the Company, any other counterparty to such Company Real Property Interest, is in breach or violation in any material .respect of, or in default under any agreement creating any Company Real Property Interest, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach, violation or default in any material respect under such Company Real Property Interest on the part of the applicable Group Company, or, to the Knowledge of the Company, on the part of the other party thereto, (iii) there are no Liens on the estate or interest created by such Company Real Property Interest, other than Permitted Liens and (iv) no Group Company has subleased, licensed or otherwise granted any person the right to use or occupy such Company Real Property Interest or any portion thereof. (e) To the Knowledge of the Company, there are no condemnation or eminent domain proceedings with respect to any material Company Owned Real Property. (f) The Company Owned Real Property, the Company Leased Real Property and the Company Real Property Interests comprise all of the material real property used in the business of the Group Companies as presently conducted. S.ECT10N 3.1.4 Intellectual Property. (a) Section 3.14(a) (Intellectual Property) of the Company Disclosure Letter sets forth all material Intellectual Property owned by any Group Company that is registered or subject to a pending application for registration or issuance (collectively, the "Owned Intellectual Property"). (b) A Group Company is the sole and exclusive owner of each item of Owned Intellectual Property, free and clear of all Liens other than. Permitted Liens and each such item is subsisting, valid and enforceable. 19 (c) (i) To the Knowledge of the Company, the operation of the Group Companies' business does not infringe on, misappropriate or otherwise violate the Intellectual Property rights of any third party, (ii) as of the date hereof, there is no Proceeding pending or, to the Knowledge of the Company, threatened in writing, alleging infringement or misappropriation by any Group Company of any Intellectual Property rights of any third party, or with respect to the ownership, validity, enforceability or use of any Owned Intellectual Property and (iii) to the Knowledge of the Company, the Owned Intellectual Property is not being infringed, misappropriated or otherwise violated by any third party. (d) Each Group Company operates and conducts its business in material compliance with all applicable contractual and legal requirements pertaining to Personal Data, data protection or information privacy and security (including with any privacy policy) concerning the collection, processing, transfer, storage, disposal or use of such data or information. As of the date hereof, there are no material claims pending or, to the Knowledge of the Company, threatened in writing against any Group Company alleging a violation of any such contractual and legal requirements or privacy or data rights. (e) The Group Companies have taken commercially reasonable steps to protect each item of hardware (including computers, servers, databases, peripheral devices and telecommunications devices and related systems), computer programs and other software and data (including Personal Data) used in the operation of the businesses of the Group Companies (collectively, the "Company IT Assets") against unauthorized access by third parties. To the Knowledge of the Company, there have been no material failures, unauthorized intrusions or breaches of the security of the Company IT Assets nor any loss, theft or unauthorized access to or misuse thereof, nor any allegations or governmental investigations concerning the foregoing. SECTION 3.15 Contracts. (a) Section 3.15(a) (Contracts) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of each of the following Contracts (other than Real Property Leases and any Contracts between the Group Companies) to which any Group Company is party or bound or to which any of its respective properties or assets are subject: (1) each Contract that involves annual expenditures by one or more Group Companies of more than $1,000,000 during any calendar year; (ii) each Contract that involves annual receipts by one or more Group Companies of more than $100,000 during any calendar year; (iii) each Contract for the employment of any Participant on a full time, part-time, consulting or other basis providing annual cash compensation; (iv) each Contract under which any Group Company has any liability or obligation for any Indebtedness in excess of $1,000,000; (v) each Contract entered into since January 1, 2015 for the acquisition or disposition (whether by merger, sale of stock, sale of assets or otherwise) of any 20 person, business, business line or division in excess of $1,000,000 and pursuant to which a Group Company has outstanding obligations; (vi) each Contract for any joint venture, partnership or similar arrangement; (vii) each Contract under which any Group Company has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any person (other than any Group Company and other than extensions of trade credit in the ordinary course of business consistent with past practice), in any case which, individually, is in excess of $50,000; (viii) each Contract entered into since January 1, 2015 reflecting a settlement of any material Proceedings, other than (A) releases immaterial in nature or amount entered into with former employees or independent contractors of any Group Company in the ordinary course of business consistent with past practice in connection with the routine cessation of such employee's or independent contractor's employment with the Group Companies or (B) settlement agreements for cash only (which has been paid); (ix) each Affiliate Contract (other than Contracts listed in Section 3.15(a)(iii) (Contracts) and Benefit Plans); (x) each Contract which limits in a material respect the ability of any Group Company to compete in or conduct any business or business line or in any geographic area; (xi) each programming or retransmission consent agreement of any Group Company (other than any participation agreement with the National Cable Television Cooperative) and each "must -carry" election received by a Group Company; (xii) each material. Contract relating to the use of any pole .line or joint pole and any master contracts for pole attachment rights and the use of conduits; (xiii) each Contract with multiple dwelling units or commercial establishments that account for 200 or more units under which the Group Companies generated revenue in excess of $250,000 during the calendar year 2016; (xiv) each Contract relating to the lease, indefeasible right of use, or other similar right of any Group Company to utilize fiber in its businesses involving payments by or to any Group Company in excess of $250,000; (xv) each. Contract by which any Group Company is paid for peering or Internet transport services by a content or edge provider; and (xvi) each Contract providing for a Launch Fee and pursuant to which any Group Company has any continuing obligation. ps (b) True, correct and complete copies, as of the date hereof, of all Contracts that are referred to in Section 3.15(a) (Contracts) (such Contracts, together with any Contract entered into after the date hereof that would have been required to be listed in Section 3.15(a) (Contracts) of the Company Disclosure Letter if such Contract had been entered into prior to the date hereof, the "Material Contracts"), have been made available to Purchaser prior to the date hereof. Each Material Contract is the legal, valid and binding obligation of the applicable Group Company and, to the .Knowledge of the Company, each other person party thereto, enforceable against the applicable Group Company and, to the Knowledge of the Company, each other person party thereto .in accordance with its terms except as enforceability may be limited by the Enforceability Exceptions or as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies taken as a whole. As of the date hereof, no Group Company has received written notice of any termination of, nor to the Knowledge of the Company, is there any dispute under, any Material Contract, except for any terminations or disputes that would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies taken as a whole. No breach, violation or default by any Group Company under any Material Contract, or to the knowledge of the Company, by any other party to any such Material Contract, has occurred and is continuing, and no event has occurred which with notice or lapse of time would constitute such a breach, violation or default in each case except for such breach, violation or default as to which requisite waivers or consents have been obtained or which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies taken as a whole. SECTION 3.16 Insurance. All material insurance policies (the "Insurance Policies") with respect to the properties, assets, or business of the Group Companies are in full force and effect and all premiums due and payable thereon covering all periods up to and including the Closing Date will have been paid in full, except as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies taken as a whole. As of the date hereof, no Group Company has received a written notice of cancellation or non -renewal of any insurance Policy, nor, to the Knowledge of the Company, is the early termination of any Insurance Policy threatened in writing, except as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies taken as a whole. As of the date hereof, there is no pending claim or Proceeding involving any Group Company with respect to which an insurer has, in a written notice to a Group Company, denied or disputed such Group Company's rights with respect to coverage for a material claim. SECTION 3.17 Taxes. (a) At all times since its formation, Holdco has been classified as a partnership for U.S. Federal income Tax purposes, and at all times since the fonnation of Holdco, each of Intermediate Holdco and the Company has been disregarded as an entity separate from Holdco for U.S. Federal income Tax purposes. Since October 13, 2012, no Group Company, nor any person on behalf of, or with respect to, any Group Company, has made an election under Section 301.7701-3 of the Treasury Regulations to be classified as an association taxable as a corporation for U.S. Federal income Tax purposes. (b) Each Group Company has timely filed, taking into account applicable extensions, all material Tax Returns required to be filed and all such Tax .Returns were true, 22 correct and complete in all material respects. Each Group Company has timely paid all material Taxes required to be paid (whether or not included on such Tax Returns), other than Taxes that are not yet due and payable or that are being contested in good faith in appropriate proceedings, in each case for which adequate reserves have been established in accordance with GAAP. Each Group Company has complied with all material Tax reporting and record keeping requirements. Since December 31, 2016, no Group Company has incurred a material tax liability outside its ordinary course of its business. (c) No claim for a material amount of unpaid Taxes has been asserted against any Group Company in writing by a Taxing Authority that has not been settled. No material audit or examination of any Group Company is being conducted by a Taxing Authority, and no other judicial or administrative Proceedings are pending with respect to a material amount of Taxes of any Group Company. No extension or waiver of the statute of limitations is in effect in respect of a material amount of Taxes of any Group Company, and no extension has been agreed to with respect to any Tax assessment or deficiency of any Group Company. No Group Company has received any written notice from a Taxing Authority in a jurisdiction in which it does not file any Tax Returns asserting that it may be required to pay Taxes in such jurisdiction. (d) No material Liens for Taxes exist with respect to any of the assets or properties of any Group Company except for Permitted Liens. (e) No Group Company (i) is or since October 13, 2012 has been a member of any affiliated, consolidated, combined, unitary or other similar group for purposes of filing Tax Returns, (ii) has any liability for the Taxes of any other person (including under Section 1.1502-6 of the U.S. Treasury Regulations or any similar provision of state, local or foreign Law, or as a transferee or successor) or (ii.i) is party to or bound by any Tax sharing agreement or similar agreement, arrangement or practice with. respect to Taxes, other than customary indemnification obligations contained in commercial agreements not principally related to Taxes (a "Tax Sharing Agreement"). (f) No Group Company (i) will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date, as a result of any (A) change in method of accounting relating to the manner in which an item was reported on or prior to the Closing, (B) installment sale or open transaction disposition or intercompany transaction made on or prior to the Closing, (C) prepaid amount received on or prior to the Closing or (D) election under Section 108(i) of the Code (or any similar provision of state, .local or foreign. Law) made with respect to any Pre -Closing Tax Period, (ii.) Is bound by, or has any requests or is the subject of any requests for, any rulings, closing agreements or other agreements or special Tax incentives with any Taxing Authority that will or may be binding after the Closing or. (ii.i) has participated in any "listed transaction" within the .meaning of Section 1.6011-4 of the U.S. Treasury Regulations. (g) No Group Company has made an election under Section 1101(g)(4) of the Bipartisan Budget Act of 2015. 23 SECTION 3.18 Benefit Plans. (a) Set forth in Section 3.18(a) (Benefit Plans) of the Company .Disclosure Letter is a true, correct and complete list, as of the date hereof, of each material Benefit .Plan. With respect to each material Benefit .Plan, the Company has made available to Purchaser true, correct and complete copies as of the date hereof, of, to the extent applicable, (i) such Benefit Plan, including any amendments, modifications or supplements thereto (or, in the case of any unwritten Benefit Plan, a written description thereof), (ii) all trust agreements, insurance contracts or other funding arrangements, (iii) the most recent actuarial and trust reports for both ERISA funding and financial statement purposes, (iv) the most recent Form 5500 required to have been filed with the IRS and all schedules thereto, (v) the most recent IRS determination letter or pending IRS determination letter request, (vi) the most recent summary plan description, (vii) any notices to or from the IRS or any office or representative of the U.S. Department of Labor or any similar Governmental Entity of a pending audit or investigation of any material compliance issues in respect of any such Benefit Plan and (viii) all policies and procedures established to comply with the privacy and security rules of the Health Insurance Portability and Accountability Act of 1996, as amended. (b) No Group Company sponsors, maintains or contributes to, or has sponsored, maintained or been required to contribute to, or has any contingent or other liability under, any Benefit Plan that is (i) subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (ii) a "multiple employer plan" for purposes of Section 4063, 4064 or 4066 of ERISA, or (iii) a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA). (c) (i) Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code, and the trust (if any) forming a part thereof, is so qualified and has received a favorable determination or opinion letter from the IRS as to its qualification under the Code and to the effect that each such trust is exempt from taxation under Section 501(a) of the Code, or has timely filed a request for such a detennination, and, to the Knowledge of the Company, nothing has occurred since the date of such determination letter that would reasonably be expected to materially and adversely affect such qualification or tax-exempt status, (ii) each Benefit Plan has been established, operated and administered in compliance in all material respects with its terms and all applicable Laws, including ERISA and the Code and (iii) there has been no prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available with respect to any Benefit Plan except as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole. (d) (i) All contributions required to be made by any Group Company to or on account of each Benefit Plan have been timely made, and (ii) there are no existing (or, to the Knowledge of the Company, threatened in writing) material investigations by any Governmental Entity with respect to, or termination proceedings, or other proceedings, claims, or other controversies relating to any Benefit Plan that would reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole, other than routine claims for information or benefits in the normal course. 24 (e) Other than as required under Section 601 et seq. of ERISA, no Participant (or any of its beneficiaries) is or will become entitled to post -employment death or medical, health, life insurance or other welfare benefits by reason of service to the Group Companies. (f) The consummation of the Transactions will not, either alone or in combination with another event, (i) entitle any Participant to material change of control payments or severance payments, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due any such individual, or require any contributions or payments to fund any obligation under any Benefit Plan, (iii) result in any breach or violation of or default under, or limit any Group Company's right to amend, modify or terminate, any Benefit Plan or (iv) give rise to any payment (or acceleration of vesting of any amounts or benefits) that will be an "excess parachute payment" as defined in Section 280G of the Code. No Participant is entitled to receive, and none of the Group Companies has any obligation to pay to any person, any gross -up or additional payment by reason of any Tax being imposed on such person, as a result of Section 409A or 4999 of the Code. SECTION 3.19 Employee and Labor Matters. (a) None of the employees of any Group Company is represented by a labor organization, works council, union or association, nor is any Group Company a party to or bound by any Contract constituting collective bargaining, collective, company, shop or similar agreement or other contract with any labor organization, works council, union or association (each, a "Collective Bargaining Agreement"). (b) (i) There is no labor strike, dispute, work stoppage or lockout pending that would reasonably be expected to result in material liability for the Group Company or, to the Knowledge of the Company, threatened in writing, against or affecting any Group Company, (ii) to the Knowledge of the Company, no union organizational campaign is in progress with respect to the employees of any Group Company, (iii) there are not any material unfair labor practice charges or complaints against any Group Company pending or, to the Knowledge of the Company, threatened in writing, before the National Labor Relations Board, (iv) there are not any pending or, to the Knowledge of the Company, threatened in writing, union grievances against any Group Company that reasonably would be expected to result in an adverse determination and material liability for the Group Company, (v) each Group Company is in compliance in all material respects with all Laws relating to employment or labor (including all such. Laws relating to termination of employment, labor relations, equal employment, fair employment practices, severance pay, vacation or other paid time off, prohibited discrimination, immigration status, visas, unemployment, occupational safety and health, standards, terms and conditions of employment and wages and hours, employee classification, employee leasing, labor relations, work status, pay equity and workers' compensation. (collectively, the "Employment Matters"). SECTION 3.20 Transactions with Affiliates. Section 3.20 (Transactions with Affiliates) of the Company Disclosure Letter sets forth all Contracts between, among or involving any Group Company, on the one hand, and any of its affiliates, or any Seller or any of its affiliates or any of its Related Persons, on the other hand or in respect of any Indebtedness (other than any Benefit Plan set forth in Section 3.18(a) (Benefit Plans) of the Company 25 Disclosure Letter or any employment Contract entered into in the ordinary course of business) (the Contracts set forth or required to be set forth on Section 3.20 (Transactions with Affiliates) of the Company Disclosure Letter, the "Affiliate Contracts"). SECTION 3.21 Franchises. Section 3.21 (Franchises) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the date hereof, of each Franchise and each telecommunications franchise held by any Group Company. The Cable Systems owned or operated by the Group Companies are in compliance with the applicable Franchises and the Communications Laws in all material respects, and, as of the date hereof, there are no material ongoing or, to the Knowledge of the Company, threatened in writing audits or similar Proceedings undertaken by any Governmental Entity with respect to any of the Franchises of the Group Companies. Each Franchise is the legal, valid and binding obligation of the applicable Group Company and, to the Knowledge of the Company, each other person party thereto, enforceable against the applicable Group Company and, to the Knowledge of the Company, each other person party thereto in accordance with its terms except as enforceability may be limited by the Enforceability Exceptions. As of the date hereof, to the Company's knowledge, no Cable System is subject to any agreement to settle or compromise any Proceeding pending or, to the Knowledge of the Company, threatened in writing against it by any Governmental Entity which has involved or will involve any material obligation other than the payment of money or for which the Cable System or its owner or operator is or will be subject to any material continuing obligation, including with respect to customer service, technical performance, network management, accessibility, billing, or calculation of charges or fees. SECTION 3.22 Fiber Network. (a) Section 3.22(a) (.Fiber Network) sets forth a general description of fibers and fiber miles owned or leased by the Group Companies, including (I) the identity of the underlying provider and (2) to the .Knowledge of the Company, a Google Earth KMZ digital file of a map of the Group Companies' fiber network, in each case as of the last day of the calendar month immediately preceding the date hereof. (b) The Group Companies' fiber network as described on Section 3.22(a) (Fiber Network), taken as a whole, are, in all material respects, working, functional, fit for the purpose intended, have been maintained, subject to ordinary wear and tear, in good working condition and are without any material defects for purposes of operating the business as operated by the Group Companies. SECTION 3.23 Franchise Renewal Rights. The Group Companies have timely filed valid requests for renewal under Section 626 of the Cable Act with the proper Governmental Entity with respect to all Franchises that are expired or that will expire within 30 months after the date hereof. The Group Companies have timely filed valid requests for renewal with the proper Governmental Entity with respect to all telecommunications Franchises. As of the date hereof, no Group Company has received notice from any person that any Franchise will not be renewed or that the applicable Governmental Entity has challenged or raised any objection to the Group Company's request for renewal under Section 626 of the Cable Act. The Group Companies have timely filed valid requests for renewal with the proper 26 Governmental Entity with respect to all Franchises that are expired or that will expire within 30 months after the date hereof. SECTION 3.24 System Information. Section 3.24 (System Information) of the Company Disclosure Letter contains a schedule setting forth, as of the last day of the calendar month immediately preceding the date hereof, a complete list of the Group Companies' Cable Systems and the approximate number of (a) basic customers, (b) high-speed Internet customers and (c) telephone customers of the Group Companies taken as a whole. Each of the foregoing was determined using the same reporting system used in the Audited Financial Statements. In addition, Section 3.24 (System Information) of the Company Disclosure Letter lists the following for the Group Companies, as of the last day of the calendar month immediately preceding the date hereof- (i) a description of each service that is offered, (ii) the rates being charged by the Group Companies to Subscribers for each class of service, (iii) a current list of the signals carried and delivered, (iv) the MHz capacity and channel capacity of the distribution network and (v) the approximate number of miles of plant. SECTION 3.25 Reserved . SECTION 3.26 Brokers and Other Advisors. Other than investment banks and advisors that will be paid by the Company or the Sellers prior to Closing or the fees and expenses of which otherwise will be included in the Unpaid Transaction Fees, no broker, finder, investment bank or similar agent is entitled to any brokerage, finder's or investment bankers' fee or other fee or commission in connection with the Transactions based upon Contracts made by or on behalf of the Company or any of its affiliates. SECTION 3.27 No Other Representations and Warranties. Purchaser hereby acknowledges and agrees that the representations and warranties made as to the Group Companies in Article III (Representations and Warranties Relating to the Group Companies) (as modified by the Company Disclosure Letter), and in any Ancillary Documents, are the sole and exclusive representations and warranties being made by or on behalf of the members of the Group Companies or their respective affiliates or Representatives and exclusive of any other representations and warranties, including any implied warranties or inducements, and, except for such representations and warranties expressly set forth in Article III (Representations and Warranties Relating to the Group Companies) of this Agreement and in any Ancillary Documents, no member of. the Group Companies or their respective affiliates or Representatives have made, nor are any of them making, any express or implied representation or warranty or inducement regarding the accuracy, sufficiency or completeness of any information provided to Purchaser or any of its Representatives or prepared by or for the Group Companies in connection with the Transactions. Each of the Group Companies and their respective affiliates hereby disclaim any such other express or implied representations or warranties or inducements, whether at law or in equity, none of which shall have any legal effect, including as to (i) merchantability or fitness for any particular purposes, (ii) the accuracy, sufficiency or completeness of, or reasonableness of any assumptions underlying any estimates, projections and forecasts, if any, (i_ii) the probable success or profitability of the Group Companies after the Closing, set forth in any information, documents or materials regarding the Group Companies or (iv) any pro forma financial information, supplemental data, forecasts or financial projections or other forwardlook.ing statements, if any, made available to Purchaser in connection with, the 27 Transactions. Purchaser hereby acknowledges and agrees that only those representations or warranties made to Purchaser in this Agreement or in any Ancillary Documents, subject to the limitations and restrictions specified herein and therein, shall have any legal effect. ARTICLE 1V Representations and Warranties Relating to the Blocker Entities Except as set forth in the Company Disclosure Letter, each Indirect Owner hereby represents and warrants to Purchaser, severally and not jointly and solely as to itself and its applicable Blocker Entity, and not as to any other Indirect Owner or Blocker Entity, as follows: SECTION 4.01 Organization, Power, Standing, Authority, Existence. (a) Each. Blocker Entity is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each Ancillary Document to which it is, or is specified to be, a party and to consummate the Transactions. (b) Such Blocker Entity has all requisite organizational power and authority to own, lease and operate its properties and carry on its business as presently owned or conducted, except where the failure to have such power or authority would not reasonably be expected to have a Seller Material. Adverse Effect (it being understood and agreed that the reference to such Seller in the definition thereof shall be deemed to refer to such Blocker Entity for purposes of this Article IV (Representations and Warranties Relating to the Blocker Entities)). SECTION 4.02 Blocker Capital Stock. (a) The issued and outstanding shares or other equity interests of each Blocker Entity are as set forth in Section 2 of Schedule II delivered herewith. Except as set forth in Section 2 of Schedule 11 delivered herewith, there are no shares or other equity securities of, or securities convertible into or exchangeable or exercisable for equity securities of, any Blocker Entity issued, reserved for issuance or outstanding. No shares or other equity interests of any Blocker Entity are held by any Subsidiary of such Blocker Entity or by such Blocker Entity in its treasury. None of the issued and outstanding shares or other equity interests of any Blocker Entity are subject to vesting or forfeiture conditions or a right of repurchase by the applicable Blocker Entity. There are no declared and/or accumulated but unpaid dividends in respect of any shares or other equity interests of any Blocker Entity. (b) All outstanding shares of Blocker Capital Stock have been validly issued, are fully paid and non -assessable and are not subject to or issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of any applicable Law, the certificate of formation, limited liability company agreement and other organizational or governing documents of the applicable Blocker .Entity or any Contract to such .Blocker Entity is a party or by which it is otherwise bound. 28 (c) There are no agreements to which any Blocker Entity is a party, or among the holders of any Blocker Capital Stock, with respect to the voting of any voting interests of any Blocker Entity and there are no outstanding contractual obligations of any Blocker Entity to repurchase, redeem or otherwise acquire any capital stock of, or other equity interests, in any Blocker Entity. There are no agreements restricting the transfer of capital stock of, or other equity or voting interests in, any Blocker Entity. No Blocker Entity is a party to any stockholders' agreement, registration rights agreement or other similar agreement or understanding relating to any shares of capital stock of, or other equity or voting interests in, any Blocker Entity. SECTION 4.03 Holding Company. Each Blocker Entity is a holding company and was formed for the sole purpose of investing, directly or indirectly, in the Company and has never, and does not, own, lease, license or have any rights with respect to any assets except for (x) in the case of the GI Blocker, equity interests of GI Wave Holdings, LLC, and (y) as of immediately prior to the Closing, Holdco Units. Since its formation, such Blocker Entity has not engaged directly or indirectly in any substantive business activities, including those conducted by any Group Company, except for activities contemplated hereby. Except for liabilities incident to its formation and organization, and maintenance of its existence and in connection with the Transactions, such Blocker Entity has not incurred, directly or indirectly, any liabilities or obligations of any type or kind whatsoever. SECTION 4.04 Taxes. (a) At all times since its formation, each Blocker Entity has been classified as a corporation for U.S. Federal income Tax purposes. (b) Each Blocker Entity has timely filed, taking into account applicable extensions, all material Tax Returns required to be filed and all such Tax Returns were true, correct and complete in all material respects. Each Blocker Entity has timely paid all material Taxes required to be paid (whether or not included on such Tax Returns), other than Taxes that are not yet due and payable or that are being contested in good faith in appropriate proceedings, in each case for which adequate reserves have been established in accordance with GAAP. Each Blocker Entity has complied with all material Tax reporting and record keeping requirements. Since December 31, 2016, no Blocker Entity has incurred a material tax liability outside its ordinary course of its business. (c) No claim for a material amount of unpaid Taxes has been asserted against any Blocker Entity in writing by a Taxing Authority that has not been settled. No material audit or examination of any Blocker Entity is being conducted by a Taxing Authority, and no other judicial or administrative Proceedings are pending with respect to a material amount of Taxes of any Blocker Entity. No extension or waiver of the statute of limitations is in effect in respect of a material amount of Taxes of any Blocker Entity, and no extension has been agreed to with respect to any Tax assessment or deficiency of any Blocker Entity. No Blocker Entity has received any written notice from a Taxing Authority in a jurisdiction in which it does not file any Tax Returns asserting that it may be required to pay Taxes in such jurisdiction. 29 (d) No material Liens for Taxes exist with respect to any of the assets or properties of any Blocker Entity except for Permitted Liens. (e) No Blocker Entity (i) is or has been a member of any affiliated, consolidated, combined, unitary or other similar group for purposes of filing Tax Returns, (ii) has any liability for the Taxes of any other person (including under Section 1.1502-6 of the U.S. Treasury Regulations or any similar provision of state, local or foreign Law, or as a transferee or successor) or (iii) is a party to or bound by any Tax Sharing Agreement. (f) No Blocker Entity (i) will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date, as a result of any (A) change in method of accounting relating to the manner in which an item was reported on or prior to the Closing, (B) installment sale or open transaction disposition or intercompany transaction made on or prior to the Closing, (C) prepaid amount received on or prior to the Closing or (D) election under Section 108(i) of the Code (or any similar provision of state, local or foreign .Law) made with respect to any Pre -Closing Tax Period, (ii) is bound by, or has any requests or is the subject of any requests for, any rulings, closing agreements or other agreements or special Tax incentives with any Taxing Authority that will or may be binding after the Closing or (iii) has participated in any "listed transaction" within the meaning of Section 1.6011-4 of the U.S. Treasury Regulations. (g) Within the past two years, no Blocker Entity has been a "distributing corporation" or a "controlled corporation" in a distribution intended to qualify under Section 355(a) of the Code. SECTION 4.05 Brokers and Other Advisors. Other than investment banks and advisors that will be paid by the Company or the Indirect Owners prior to the Closing or the fees and expenses of which otherwise will be included in the Unpaid Transaction Fees, no broker, finder, investment bank or similar agent is entitled to any brokerage, finder's or investment bankers' fee or other fee or commission in connection with the Transactions based upon Contracts made by or on behalf of any Blocker Entity or any of its affiliates. SECTION 4.06 No Other Representations and Warranties. Purchaser hereby acknowledges and agrees that the representations and warranties made as to the Indirect Owners in Article IV (Representations and Warranties Relating to the Blocker .Entities), the Group Companies in Article III (Representations and Warranties Relating to the Group Companies) and the Sellers in Article II (Representations and Warranties Relating to the Sellers), and in any Ancillary Documents, are the sole and exclusive representations and warranties being made by or on behalf of each of the Indirect Owners, Sellers or their respective affiliates or Representatives and exclusive of any other representations and warranties, including any implied warranties or inducements, and, except for such representations and warranties_ expressly set forth in Article 1V (Representations and Warranties Relating to the Blocker Entities), Article I.II (Representations and Warranties Relating to the Group Companies) and Article II (Representations and Warranties Relating to the Sellers) of this Agreement and in any Ancillary Documents, none of the Indirect Owners, Sellers or any of their respective affiliates or Representatives have made, nor are any of them making, any express or implied representation or warranty or inducement 30 regarding the accuracy, sufficiency or completeness of any information provided to Purchaser or any of its Representatives or prepared by or for the Indirect Owners or Sellers, as applicable, in connection with the Transactions. Each of the Indirect Owners, Sellers and their respective affiliates hereby disclaim any such other express or implied representations or warranties or inducements, whether at law or in equity, none of which shall have any legal effect. Purchaser hereby acknowledges and agrees that only those representations or warranties made to Purchaser in this Agreement or in any Ancillary Documents, subject to the limitations and restrictions specified herein and therein, shall have any legal effect. ARTICLE V Representations and Warranties of Purchaser Except as set forth in the disclosure letter delivered by Purchaser to the Company prior to, and in connection with, the execution and delivery by the parties of this Agreement (the "Purchaser Disclosure Letter"), Purchaser represents and warrants to each of the Sellers as follows: SECTION 5.01 Organization, Power, Standing, Authority, Existence. (a) Purchaser is duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and the Ancillary Documents to which it is, or is specified to be, a party and to consummate the Transactions. Purchaser has all requisite organizational power and authority to own, lease and operate its properties and carry on its business as presently owned or conducted, except where the failure to have such power or authority would not, individually or in the aggregate, reasonably be expected to have, a Purchaser Material Adverse Effect. (b) Each of Purchaser's Subsidiaries is duly organized, validly existing and in good standing (where such concept is recognized under applicable Law) under the laws of the jurisdiction of its organization, except where the failure to be so organized, existing and in good standing would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. SECTION 5.02 Authorization, Execution and Enforceability. The execution and delivery by Purchaser of, and the performance of its obligations under, this Agreement and each Ancillary Document to which it is, or is specified to be, a party and the consummation by Purchaser of the Transactions have been duly authorized by all necessary limited liability company action on the part of Purchaser and no other organizational action or proceeding on the part of Purchaser or its stockholders is necessary to authorize this Agreement or to consummate the Transactions. This Agreement has been duly executed and delivered by Purchaser. Assuming the due authorization, execution and delivery by each Seller, each Blocker Entity, Holdco and the Company, this Agreement constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforceability may be limited by the Enforceability Exceptions. 31 SECTION 5.03 Non -Contravention. The execution, delivery and performance by Purchaser of this Agreement and the Ancillary Documents to which it is, or is specified to be, a party, and the consummation of the Transactions do not and will not (a) conflict with or result in a breach or violation of or constitute a default (with or without notice or the lapse of time, or both) under any provision of the certificate of formation or limited liability company agreement of Purchaser, (b) conflict with or result in a material breach or violation of, constitute a material default (with. or without notice or the lapse of time, or both) under, result in the right to accelerate, terminate, modify or cancel any Contract to which Purchaser is a party or by which any of Purchaser's properties or assets is bound, or (c) conflict with, violate or breach any .Law or Order applicable to .Purchaser (other than, in the case of clauses (b) and (c), such items that, individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. SECTION 5.04 No Governmental Consent or Approval Required; Affiliations. (a) Assuming the truth and accuracy of the representations and warranties of the Sellers, the Group Companies and the Blocker Entities set forth in this Agreement, no Consent and Permit of, declaration to, or filing with, any Governmental Entity by or on behalf of Purchaser is required for or in connection with the authorization, execution., delivery and performance by Purchaser of its obligations under this Agreement or the Ancillary Documents to which it is, or is specified to be, a party, other than compliance with and filings under the .HS.R Act and the Communications Laws. (b) There is no foreign person that is an FCC Deemed Affiliate (as hereinafter defined) of the Purchaser. (c) The Purchaser is not an FCC Deemed Affiliate of an Incumbent Local Exchange Carrier with territory that overlaps areas served by the Group Companies. (d) The Purchaser is not an FCC Deemed Affiliate of a foreign telecommunications carrier that is not from a World Trade Organization member country and is classified as dominant under the rules of the FCC. (e) For purposes of this Section 5.04 (No Governmental Consent or Approval Required; Affiliations), the term "FCC Deemed Affiliate" means a person that (directly or indirectly) owns or controls, is owned or controlled by, or is under common ownership or control with, another person where "own or control" means having or controlling a direct or indirect equity interest (or equivalent thereof) of more than 10 percent, in the case of paragraphs (b) and (c) above, and of more than 25 percent in the case of paragraph (d) above. SECTION 5.05 Litigation; Orders. (a) As of the date hereof, there are no Proceedings pending or, to the Knowledge of the Company, threatened in writing by or against any Purchaser, other than any Proceedings that individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect. 32 (b) There is no Order of any court or any Governmental Entity against Purchaser or any of its Subsidiaries that have had or would reasonably be expected to have a Purchaser Material Adverse Effect. SECTION 5.06 Financing. Concurrently with the execution hereof, Purchaser has delivered to the Company a complete and correct copy of an executed equity commitment letter (the "Equity Commitment Letter") from the Guarantor pursuant to which, and subject to the terms and conditions of which, the Guaranotor has agreed to provide equity financing to Purchaser in the amount set forth in the Equity Commitment Letter (the "Equity Financing") in connection with the transactions contemplated by this Agreement. Purchaser has also delivered to the Company a complete and correct copy of the executed debt commitment letter, related term sheets and redacted fee letter (the "Debt Financing Commitments," as each may be amended or replaced from time to time to the extent permitted by Section 6.13(a) and, together with the Equity Commitment Letter, the "Financing Commitments") from, inter alios, the lenders (including any lenders who become party thereto by joinder) party thereto (the "Lenders") pursuant to which, and subject to the terms and conditions of which, the Lenders have committed to provide debt financing in the amounts described therein, the proceeds of which shall be used to consummate the transactions contemplated hereby and thereby to be consummated by Purchaser (the "Debt Financing", and, together with the Equity Financing pursuant to the Equity Commitment Letter, the "Financing"). Each of the Financing Commitments is a legal, valid and binding obligation of Purchaser (except as the enforceability thereof may be limited by the Enforceability Exceptions), and to the knowledge of Purchaser, the other parties thereto. As of the date hereof, (i) each of the Financing Commitments is in full force and effect, and none of the Financing Commitments has been withdrawn, rescinded or terminated or otherwise amended or modified in any respect, and no such amendment or modification is contemplated (except to add additional lenders, lead arrangers, bookrunners, agents or similar entities who had not executed the Debt Financing Commitments as of the date hereof), (ii) Purchaser is not in breach of any of the terms or conditions set forth in any of the Financing Commitments and (iii) assuming the accuracy of the representations and warranties set forth in Article II, Article III and Article IV, and the performance by Sellers, the Blocker Entities and the Group Companies of their respective obligations hereunder, no event has occurred which, with or without notice, lapse of time or both, would reasonably be expected to constitute a breach, default or failure to satisfy any condition precedent set forth therein, .in each case, on the part of Purchaser. Assuming the Financing is funded in accordance with the Financing Commitments, the net proceeds from the Financing, together with other funds available to Purchaser, will be sufficient to consummate the Transactions pursuant to Article I, including the payment of any fees and expenses of or payable by Purchaser, or the Company, and any related repayment of any Indebtedness of the Group Companies required to be paid hereunder at the Closing. Purchaser has paid in full any and all commitment or other fees required by the Debt Financing Commitments that are due as of the date hereof. As of the date hereof, except for fee letters with respect to fees, customary engagement letters and related arrangements with respect to the Financing Commitments (which have been provided to the Company in redacted fonn), there are no side letters, understandings or other agreements or arrangements relating to the Debt Financing to which Purchaser or any of its affiliates are a party that could affect the availability of the Debt Financing on the Closing Date. There are no conditions precedent or other contingencies related to the funding of the full amount of the Debt Financing or Equity Financing other than as expressly set forth in this Agreement or the Financing Commitments. As of the date hereof, Purchaser has no reason to 33 believe that it will be unable to satisfy on a timely basis any conditions to the funding of the full amount of the Financing, or that the Financing will not be available on the Closing Date, assuming compliance by the Sellers' and the Group Companies' with this Agreement and the satisfaction (or to the extent permitted, waiver) of the conditions set forth in Article VII (Conditions Precedent) (other than those conditions that by their terms are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing). SECTION 5.07 Brokers and Other Advisors. Other than for any person, the fees and expenses of which will be paid by Purchaser, no broker, finder, investment bank or similar agent is entitled to any brokerage, finder's or investment bankers' fee or other fee or commission in connection with the Transactions based upon Contracts made by or on behalf of Purchaser or any of its affiliates. SECTION 5.08 Securities Act. The .Holdco Units and Blocker Capital Stock purchased by Purchaser pursuant to this Agreement are being acquired for investment only and not with a view to any public distribution thereof, and Purchaser shall not offer to sell or otherwise dispose of the Holdco Units or Blocker Capital Stock so acquired by it in violation of any of the registration requirements of the Securities Act. SECTION 5.09 Independent Investi ag tion. Purchaser (a) is an informed and sophisticated participant in the Transactions, (b) has conducted and completed to its satisfaction its own independent investigation, analysis and evaluation of the Group Companies and their operations, businesses, assets, liabilities, properties and prospects as it has deemed necessary or appropriate, (c) has had the opportunity to request all information, documents or materials it has deemed relevant to its investigation, analysis and evaluation of the Group Companies and their operations, businesses, assets, liabilities, properties and prospects and has received responses it deems adequate and sufficient to all such requests for information, and (d) in making its determination to enter into this Agreement and to consummate the Transactions, Purchaser has not relied on any extra -contractual representations or warranties, whether written or oral and whether express or implied, made by any of the Sellers, the Group Companies or any other person. SECTION 5.10 Limited Guaranty. Concurrently with the execution of this Agreement, Purchaser has delivered to the Company the Limited Guaranty, dated the date hereof and duly executed by the Guarantor. The Limited Guaranty is in full force and effect and constitutes the legal, valid and binding obligation of the Guarantor, enforceable in accordance with its terms, and has not been amended, withdrawn or rescinded in any respect. No event has occurred which, with or without notice, lapse of time or both, would constitute a default on the part of the Guarantor under the Limited Guaranty. SECTION 5.11 Solvency. Assuming the accuracy of the representations and warranties set forth in Article III (Representations and Warranties Relating to the Group Companies) and Article IV (Representations and Warranties Relating to the Blocker Entities) in all material respects, immediately after giving effect to the Transactions (including the Financing), Purchaser and each of its Subsidiaries will be Solvent. No transfer of property is being made and no obligation is being incurred in connection with the Transactions with the 34 intent to hinder, delay or defraud either present or future creditors of Purchaser or its Subsidiaries. SECTION 5.12 No Other Representations and Warranties. Each of the Sellers and Group Companies hereby acknowledges and agrees that the representations and warranties made as to Purchaser in Article V (Representations and Warranties of Purchaser) are the sole and exclusive representations and warranties being made by or on behalf of each of Purchaser or its affiliates or Representatives and exclusive of any other representations and warranties, including any implied warranties or inducements, and, except for such representations and warranties expressly set forth in Article V (Representations and Warranties of Purchaser) of this Agreement, neither Purchaser nor any of its affiliates or Representatives have made, nor are any of them making, any express or implied representation or warranty or inducement regarding the accuracy, sufficiency or completeness of any information provided to any of the Sellers or Group Companies or any of their respective Representatives or prepared by or for Purchaser in connection with the Transactions. Each of Purchaser and its affiliates hereby disclaim, and each of the Sellers and Group Companies hereby acknowledges and agrees that neither Purchaser nor any of its affiliates or Representatives shall have or be subject to any liability to any of the Sellers or Group Companies resulting from such person's use of, such information, or any such other express or implied representations or warranties or inducements, whether at law or in equity, none of which shall have any legal effect. Each of the Sellers and Group Companies hereby acknowledges and agrees that only those representations or warranties made to the Sellers and Group Companies in this Agreement or in an Ancillary Documents, subject to the limitations and restrictions specified herein and therein, shall have any legal effect. ARTICLE VI Covenants SECTION 6.01 Covenants Relating to Conduct of Business. (a) Except as expressly provided by this Agreement or with the prior written consent of Purchaser, not to be unreasonably withheld, conditioned or delayed, during the period from the date hereof until the Closing or the earlier termination of this Agreement, the Company shall, and Holdco shall cause the Company to, and Holdco and the Company shall cause each of the other Group Companies to, use commercially reasonable efforts to conduct their respective businesses in the ordinary course. (b) Without limiting the generality of Section 6.01(a), except for (w) the Blocker Reorganization, (x) matters set forth in Section 6.01(b) (Covenants Relating to Conduct of Business) of the Company Disclosure Letter, (y) as required by applicable Law or (z) as otherwise expressly required or contemplated by this Agreement, during the period from the date hereof until the Closing or the earlier tennination of this Agreement, Holdco and the Company shall not, and shall not permit any of the other Group Companies to, without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned or delayed, take any of the following actions: 35 (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, membership interests or other equity interests, except for dividends and distributions (1) in cash and cash equivalents that would not impair the financial condition or operation of the business of the Group Companies or (2) among the Company and its wholly owned Subsidiaries, (B) split, combine, subdivide, modify or reclassify any of its capital stock, membership interests or other equity interests or (C) purchase, redeem or otherwise acquire any of its capital stock, membership interests or other equity interests or any rights, warrants or options to acquire any of its capital stock, membership interests or other equity interests, other than repurchases of equity or "phantom" stock rights in connection with the termination of employees; (ii) issue, deliver, sell, pledge, encumber or grant (A) any shares of its capital stock, membership interests or other equity interests, (B) any voting interests, (C) any securities convertible into or exchangeable or exercisable for, or any options, warrants or rights to acquire, any such shares, membership interests or other equity or voting interests or convertible, exchangeable or exercisable securities or (D) any "phantom" stock, "phantom" stock rights, restricted stock units, stock appreciation rights or stock -based performance units or other rights that are linked in any way to the price or value of any such shares, membership interests or other equity or voting interests or securities other than the issuance of the Phantom Units set forth on Section 6.01(b)(ii) (Covenants Relating to Conduct of Business) of the Company Disclosure Letter; (iii) amend its certificate of formation, certificate of incorporation, limited liability company agreement, bylaws or other comparable organizational or governing documents; (iv) adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization or other material reorganization; (v) (A) make any change in financial accounting methods, principles or practices except insofar as may be required by a change in GAAP or (B) change its fiscal year; (vi) (A) incur, assume or guarantee any Indebtedness that cannot be prepaid at or prior to the Closing, except for borrowings incurred in the ordinary course of business consistent with past practice, or (B) create any material Lien on any assets, rights or properties of any Group Company, other than Permitted Liens; (vii) (A) make, revoke or change any material Tax election, (B) file any material amended Tax Return, (C) fail to timely pay any material Tax that is due and payable for which a Group Company is liable or (D) make any material change in any method of Tax accounting or settle or compromise any audit, examination or other proceeding with respect to a material. amount of Taxes; (viii) except as required under applicable Law or pursuant to the terms of any existing Benefit Plan set forth in Section 3.18(a) (Benefit .Plans) of the Company 36 Disclosure Letter as in effect on the date hereof, (A) establish, adopt, enter into, terminate or materially amend any Collective Bargaining Agreement or Benefit Plan, (B) grant to any Participant any loan or increase in compensation, bonus, bonus opportunity or fringe or other benefits other than (i) salary increases from 34% to be made either at year-end or the anniversary of the applicable Company Employee's hire date in the ordinary course of business consistent with past practice or (ii) in respect of any promotion in the ordinary course of business consistent with past practice for any employee with annual base salary (before and after such promotion) of $250,000 or less, or (C) grant to any Participant any new, or increase existing, change in control, retention, severance or termination pay; (ix) make any material change in the management structure of the Group Companies, hire any employee with an expected annual compensation in excess of $250,000, or terminate any employee with annual compensation in excess of $250,000 other than for cause (as determined by the Company in its reasonable discretion and in accordance with applicable Law); (x) establish annual bonus plan targets with respect to the 2018 fiscal year; (xi) adopt a capital expenditure budget with respect to the 2018 fiscal year other than to the extent consistent with the Specified Capital Expenditures Budget; (xii) Grant, modify, cancel, abandon, dispose of or terminate, or agree to grant, modify, cancel, abandon, dispose of or terminate, or fail to protect or defend, any rights, or enter into any Contract (other than licenses granted in the ordinary course of business), relating to any material Intellectual Property used or held for use in the business of any Group Company, or otherwise permit any of such Group Company's rights relating to any such material Intellectual Property to lapse, except in the ordinary course of business; (xiii) apply for, modify, cancel, abandon., dispose of or teminate any rights, or enter into any material Contract, relating to any Communications Licenses or Permits, or otherwise not take commercially reasonable efforts to renew any of such Group Company's rights relating to any such material Communications Licenses or Permits to lapse, except, in each case, in the ordinary course of business; (xiv) other than the disposition of obsolete assets and sales of inventory, acquire dispose of, lease or .license (A) by merging or consolidating with, or by purchasing all or a substantial equity interest in or all or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (B) any assets with a value of or for consideration in excess of $5,000,000 in the aggregate; (xv) make any loan to, or any investment in, any other person other than the extension of credit to employees in the ordinary course; 37 (xvi) (A) enter into any Affiliate Contract or, other than in the ordinary course of business, enter into, amend or modify, renew, extend the term of, terminate, waive or grant any release or relinquishment of any material right under any Material Contract (other than a programming agreement or retransmission consent agreement) or Material Real Property Lease or (B) enter into, renew, extend the term of, terminate, waive or grant any release or relinquishment of any material right under, or materially amend or modify, any programming agreement or retransmission consent agreement; (xvii) amend, extend, renew or permit to lapse existing insurance policies or enter into new insurance policies, other than in the ordinary course of business or as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies taken as a whole; (xviii) pay, discharge, settle or compromise any pending or threatened suit, action, Proceeding or claim which (A) requires payment to or by the Group Companies (exclusive of attorney's fees) in excess of $250,000 in any single instance or $2,500,000 in the aggregate or (B) imposes any material obligations (other than for the payment of money) or material restrictions on the operations of the Group Companies; (xix) where the requirements of Section 626 of the Communications Act are applicable, or where otherwise required to submit such a notice by statute, ordinance, regulation or agreement, fail to timely file a Section 626 notice for any Franchise that is scheduled to expire within thirty (30) months of the Outside Date; (xx) enter into, amend or modify, renew, or extend the term of any Contract pursuant to which any Group Company is obligated to make capital expenditures or purchase a capital asset for an amount equal to or in excess of $500,000 (other than as contemplated in the Specified Capital Expenditures Budget); or (xx.i) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions. (c) Conduct of Holdco, Intermediate Holdco and the Blocker Entities. During the period from the date hereof until the Closing, (y) Holdco, Intermediate Holdco and each of the Blocker Entities (i) will not engage in any business activities, including those conducted by the other Group Companies as of the date hereof, (ii) will not acquire any assets other than cash and cash equivalents and other non -operating assets typical of a holding company, and (iii) will not incur, assume or guarantee any Indebtedness or other liabilities or obligations, other than their respective obligations pursuant to this Agreement; provided that Holdco, Intermediate Holdco and the .Blocker Entities may (A) use all available cash and cash equivalents to repay any Indebtedness, Transaction Fees or Change of Control Payments and to make dividends and distributions in cash and cash equivalents, and (B) engage in business activities incident to the maintenance of their existence and, in the case of Holdco, as the issuer of certain debt securities, as applicable, as well as in connection with the Transactions and (y) no Blocker Entity will issue any equity interests. 38 (d) Temporary Operating Authority. The Company shall, and the Company shall cause each of its Subsidiaries to, use commercially reasonable efforts to obtain temporary operating authority as soon as practicable from those LFAs where any Franchise has expired. (e) No Control of Other Partv's Business. Nothing contained in this Agreement is intended to give Purchaser, directly or indirectly, the right to control or direct any Group Company's or any Blocker Entity's operations prior to the Closing. SECTION 6.02 Access to Information. Each of the Blocker Entities, Holdco and the Company shall, and shall cause each of the other Group Companies to, afford to Purchaser and to Purchaser's Representatives and the Financing Sources, reasonable access during normal business hours during the period prior to the Closing Date or the earlier termination of this Agreement to all their respective Contracts, properties, books and records, Representatives and financial and other information as Purchaser may reasonably request; provided, however, that the (i) Purchaser and its Representatives shall not contact or otherwise communicate with the employees, customers or suppliers with respect to the Transactions (except for contact in the ordinary course that is unrelated to the Transactions or that is otherwise contemplated by this Agreement) unless, in each instance, approved in writing in advance by Sellers' Representative or the Chief Executive Officer of the Company or his designee, (ii) Purchaser and its Representatives shall not conduct any invasive sampling of the environment or buildings or structures on any of the properties of the Group Companies, and (iii) Blocker Entities and the Group Companies will not be required to provide any document or information the disclosure of which would result in the loss of attorney -client privilege or would contravene any Law, Order, Permit or Contract; provided that the Blocker Entities and the Group Companies shall, and shall cause their respective affiliates to, use reasonable best efforts to provide such information in a form and manner that would not result in the loss of such privilege or the violation of any such Law, Order, Permit or Contract. During the period from the date hereof until the Closing or the earlier tennination of this Agreement, the Company shall use commercially reasonable efforts to deliver to Purchaser the same reporting packages as are delivered to the Company's existing lenders substantially concurrently with the delivery of such reporting packages to such lenders. All infonnation provided pursuant to this Section 6.02 (Access to Information) shall be subject to the confidentiality agreement dated March 30, 2017 between the Company and TPG Global, LLC (the "Confidentiality Agreement"). SECTION 6.03 Reasonable Best Efforts. (a) Each of Purchaser, the Sellers and the Group Companies agrees to use reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Transactions, including using reasonable best efforts to accomplish the following (except, in the case of the following clause (ii), for those matters addressed in Section 6.01(d) (Temporary Operating Authority), which matters shall be governed by such Section): -(i) the taking of all reasonable acts necessary to cause the conditions precedent set forth in Article VII (Conditions Precedent) required to be satisfied by such party to be satisfied, (ii) the obtaining of all necessary actions or nonactions and Consents, Orders and Permits from Governmental Entities and the making of all required registrations, declarations, notifications and filings (including registrations, declarations and filings with Governmental Entities, if any), and (iii) the taking of all reasonable steps as may be necessary to avoid any 39 Proceeding by any Governmental Entity. This Section 6.03 shall not apply to the Financing which shall instead be governed by Section 6.13. (b) In connection with and without limiting the foregoing, each of Purchaser and the Company undertakes and agrees to file (and not withdraw) as soon as practicable, and in any event within ten .Business Days following the date hereof, a Notification and Report Form under the HSR Act with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice and to make as soon as practicable such filings and apply as soon as practicable for such approvals and consents as are required under any other applicable Laws. Each of Purchaser and the Company shall respond as promptly as practicable to all inquiries and requests with respect to the Transactions received from the United States Federal Trade Commission, the Antitrust Division of the United States Department of Justice or other Governmental Entity in connection with antitrust matters or applicable Laws. Purchaser shall pay all filing fees under the HSR Act, and no Group Company shall be required to pay any fees or other payments to any Governmental Entity in connection with any filings under the HSR Act or such other filings as may be required under applicable Laws.. (c) Without limiting the foregoing, as promptly as practicable and in any event prior to the Outside Date, Purchaser shall use its reasonable best efforts to take, and to cause its affiliates to take (and, notwithstanding anything to the contrary in this Agreement, including Sections 6.01(a) and (b) (Covenants Relating to Conduct of Business)), each Group Company shall take, only with Purchaser's consent, all action necessary to avoid the entry or to effect the dissolution of, or vacate or lift, any Order imposed by any Governmental Entity in connection with the Transactions which would otherwise have the effect of preventing, impairing or delaying the Closing, including (i) selling, licensing, divesting or disposing of or holding separate any entities, assets, Intellectual Property or businesses, (ii) terminating, amending or assigning existing relationships or contractual rights and obligations, (iii) changing or modifying any course of conduct regarding future operations, (iv) otherwise taking actions that would limit its freedom of action with respect to, or its ability to retain, one or more of their respective businesses, assets or rights or interests therein and (v) committing to take any such actions in the foregoing clauses (i), (ii), (iii) or (iv). For the avoidance of doubt, Purchaser shall not require any Group Company to, and no Group Company or Purchaser or any of its affiliates shall be required to, take any action with respect to any Order or any applicable Law which would bind any member of the Group Companies or Purchaser or any of its affiliates prior to Closing. (d) During the period from the date of this Agreement until the earlier of the Closing Date and the termination of this Agreement in accordance with Article VIII (Termination, Amendment and Waiver), Purchaser shall not, and shall cause its affiliates not to, without the prior written consent of the Company, acquire or enter into any agreement to acquire (by merger, consolidation, acquisition of equity interests or assets, joint venture or otherwise) any business or any corporation, partnership, limited liability company, joint venture or other business organization or division_ thereof, if such acquisition or the entering into such agreement would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any Consents, Orders or Permits necessary to consummate the Transactions or the expiration or termination of any waiting period under applicable law, (ii) materially increase the risk of any Governmental Entity entering an Order prohibiting the 40 consummation of the Transactions or (iii) materially increase the risk of not being able to remove any such Order on appeal or otherwise. (e) Each Group Company shall use commercially reasonable efforts to obtain, prior to the Closing, renewals or extensions of any Franchise for which a valid notice of renewal pursuant to the formal renewal. procedures established by Section 626 of the Cable Act has not been timely delivered to the appropriate Governmental Entity, and with respect to which no written confirmation has been received from such Governmental Entity that the procedures established by Section 626 nonetheless will be applicable with respect to the renewal or extension of such Franchise, in each case for a period expiring no earlier than three years after the date hereof. (f) Purchaser and the Group Companies shall cooperate to make (i) as soon as practicable and in any event within twenty (20) calendar days of the date hereof, all necessary filings with the FCC to obtain any FCC consent required under the Communications Laws, (ii) as soon as practicable and in any event within thirty (30) calendar days of the date hereof, all necessary filings to obtain consents from the State PUCs and LFAs set forth in Section 6.03(f) of the Company Disclosure Letter and (iii) any other necessary filings to obtain consents under Communications Laws (collectively, the "Regulatory Filings"). The Group Companies and Purchaser are jointly responsible for the preparation of the Regulatory Filings, and shall provide each other reasonable cooperation in providing the information necessary to prepare and complete such Regulatory Filings on a timely basis. Purchaser (on the one hand) and the Group Companies (on the other hand) shall each pay prior to the Closing fifty percent (50%) of all administrative, transfer, filing and processing fees and penalties arising out of the Regulatory Filings in connection with this Agreement or the Transactions. Each of the Group Companies and Purchaser shall use reasonable best efforts to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the foregoing, and use its reasonable best efforts to take all other actions necessary or advisable to obtain the consents required to be obtained by such party from the relevant Governmental Entity as soon as practicable. (g) Each of the Sellers' Representative and the Group Companies, on the one hand, and the Purchaser, on the other hand, shall (i) provide to the other copies of all written correspondence between it (or its advisors) and any Governmental Entity relating to the Transactions or any of the smatters described in this Section 6.03 (Reasonable Best Efforts), (ii) promptly inform the other of any oral communication between it (or its advisors) and any Governmental Entity regarding any such transaction, and (iii) provide the other with the opportunity to review and comment on all applications, petitions, pleadings and arguments to be filed by such party with any Governmental Entity pursuant to this Section 6.03 (Reasonable Best Efforts). Neither the Sellers' Representative and the Group Companies, on the one hand, nor the Purchaser, on the other hand, shall independently participate in any meeting or conference call with any Governmental Entity in respect of any of the filings, investigations; or other inquiries described in this Section 6.03 (Reasonable Best Efforts) without giving the other prior notice of the meeting and, to the extent permitted by such Governmental Entity, the opportunity to attend and/or participate. To the extent permissible under applicable Law, each of the Sellers' Representative and the Group Companies, on the one hand, and the Purchaser, on the other hand, will consult and cooperate with one another in connection with any analyses, appearances, III presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party hereto relating to proceedings under the HSR Act and the Communications Laws. Without limiting the foregoing, no Group Company shall agree with any Governmental Entity to extend or to toll the time limits applicable to such Governmental Entity's consideration of the FCC Form 394 filed with such Governmental Entity without the prior consent of Purchaser. The parties may, as they deem advisable, designate any competitively sensitive materials provided to the other under this Section 6.03 (Reasonable Best Efforts) as "outside counsel only." Such materials and the information contained therein shall be given only to outside counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient without the advance written consent of the party providing such materials. Notwithstanding the foregoing or any other provision of this Agreement to the contrary but without limiting the requirements of this Section 6.03 (Reasonable Best Efforts), the parties agree that Purchaser shall, on behalf of the parties, control and lead all communications, strategy and other aspects relating to the HSR Act, Communications Laws and any other applicable Laws in connection with obtaining the applicable Consents or causing the waiting periods or other requirements under such Laws to terminate or expire no later than the Outside Date. SECTION 6.04 Director and Officer Insurance. (a) Purchaser agrees that all rights to indemnification or exculpation (and advancement of expenses) now existing in favor of the directors, board observers, managers and officers of each Blocker Entity or Group Company (each, a "D&O Indemnified Party"), as provided in such Blocker Entity's or Group Company's organizational or governing documents in effect as of the date hereof and pursuant to the agreements set forth in Section 6.04 (Director and Officer Insurance) of the Company Disclosure Letter, in each case with respect to any matters occurring prior to the Closing Date, shall survive the consummation of the Transactions and shall continue in full force and effect for a period of not less than six (6) years after the Closing Date, and Purchaser shall cause the Blocker Entities and the Group Companies to, perform and discharge their respective obligations to provide such indemnity and exculpation after the consummation of the Transactions. The indemnification, advancement of expenses and liability limitation or exculpation provisions of the Blocker Entities' and the Group Companies' organizational or governing documents shall not be amended, repealed or otherwise modified after the Closing Date in any manner that would adversely affect the rights thereunder of individuals who, as of the Closing Date, were directors, board observers, managers or officers of any Blocker Entity or Group Company, as applicable, unless such modification is required by applicable Law. (b) Purchaser shall cause the Group Companies to indemnify all D&O Indemnified Parties to the fullest extent permitted by applicable Law with respect to all acts and omissions occurring on or prior to the Closing arising out of or relating to their services as directors, board observers, officers or employees of the Group Companies or another person, if such D&O Indemnified Party is or was serving as a director, board observer, officer or employee of such other person at the request of the Group Companies, or fiduciaries of the Benefit Plans, whether asserted or claimed at or after or occurring before the Closing (including in connection with the negotiation and execution of this Agreement and the consummation of the Transactions or othenv ise). If any D&O Indemnified Party is or becomes involved in any Proceeding in 42 connection with any matter subject to indemnification hereunder, then Purchaser shall cause the Group Companies to advance as incurred any reasonable out -of. -pocket costs or expenses (including reasonable legal fees and disbursements), judgments, fines, losses, damages or liabilities ("Losses") arising out of or incurred in connection with such Proceeding, subject to Purchaser's receipt of an undertaking by or on behalf of such D&O Indemnified Party if reasonably required by the Group Companies to repay such Losses if it is ultimately determined under applicable Law that such D&O Indemnified Party is not entitled to be indemnified. In the event of any such Proceeding, (i) Purchaser shall cause the Group Companies to reasonably cooperate with the D&O Indemnified Party in the defense of any such Proceeding and (ii) Purchaser shall not, and shall cause the Group Companies not to, settle, compromise or consent to the entry of any judgment in any Proceeding to which a D&O Indemnified Party becomes a party (and in respect of which indemnification could be sought by such D&O Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such D&O Indemnified Party from all liability arising out of such Proceeding. (c) Purchaser hereby acknowledges that the D&O Indemnified Parties may have certain rights to indemnification, advancement of expenses and/or insurance provided by other persons. Purchaser hereby agrees that (i) the Group Companies are the indemnitor of first resort (i.e., its obligations to the D&O Indemnified Parties are primary and any obligation of such other persons to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any such D&O Indemnified Party are secondary), (ii) the Group Companies shall be required to advance the full amount of expenses incurred by any such D&O Indemnified Party and shall be liable for the full indemnifiable amounts, in each case, as required under this Section 6.04 and without regard to any rights any such D&O Indemnified Party may have against any such other person and (iii) the Group Companies irrevocably waive, relinquish and release such other persons from any and all claims against any such other persons for contribution, subrogation or any other recovery of any kind in respect thereof. Purchaser further agrees that no advancement or payment by any of such other persons on behalf of any such D&O Indemnified Party with respect to any claim for which such D&O Indemnified Party has sought indemnification in accordance with this Section 6.04 shall affect the foregoing and such other persons shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such D&O Indemnified Party against the Group Companies, in each case, to the extent such Group Company is required to pay or advances such amount under this Section 6.04. (d) At or prior to the Closing, the Company shall purchase (at Purchaser's expense), fully pay the premium for, and maintain in effect beginning on the Closing, a "tail" policy providing directors' and officers' liability insurance coverage, for a claims period of six years from and after the Closing, for the benefit of the:Blocker Entity and Group Company's directors, board observers and officers with. respect to matters occurring prior to the Closing. Such policy shall provide coverage that is .reasonably acceptable to Sellers' Representative; provided, that none of the Group Companies or Purchaser shall pay or covenant to pay more than. $125,000 in. the aggregate toward the cost of such policy. (e) The directors, board observers, managers and officers of each Blocker Entity and Group Company entitled to the indemnification, liability limitation, exculpation and 43 insurance set forth in this Section 6.04 (Director and Officer Insurance) are intended to be third - party beneficiaries of this Section 6.04 (Director and Officer Insurance). This Section 6.04 (Director and Officer Insurance) shall survive the consummation of the Transactions and shall be binding on all successors and assigns of Purchaser and the Group Companies. SECTION 6.05 Employee Matters. (a) During the period commencing at the Closing and ending on the date which is twelve (12) months from the Closing (or if earlier, the date of the employee's termination of employment with the Company), Purchaser shall, and shall cause the Group Company to, provide each Company Employee who remains employed as of the Closing with at least the same base salary and with employee benefits that are, in the aggregate, either (i) at least as favorable as those provided by the Group Company immediately prior to the Closing or (ii) substantially comparable to those provided to similarly -situated employees of Purchaser, in each case, excluding any equity or equity -based benefits. Purchaser shall cause the Group Company to, abide by the terms of all existing employment agreements, severance, stay bonuses, earn -outs or similar legally binding obligations of the Group Company to the extent such obligations are set forth on Section 6.05 of the Company Disclosure Schedule and remain in place as of the Closing. (b) For eligibility and vesting purposes and, solely for purposes of determining severance amounts and future vacation accruals under the compensation and employee benefit plans, policies or arrangements of .Purchaser and its affiliates, for accrual purposes, each individual who is an employee of any Group Company as of immediately prior to the Closing (each, a "CompanEnpl.oyee") shall receive credit for his or her service with the Group Companies before the Closing to the same extent that such Company Employee was entitled, before the Closing, to credit for his or her service under any similar or comparable Benefit Plan (except to the extent this credit would result in a duplication of accrual of benefits in respect of the same period of service), but only to the extent (x) that such Company Employee received credit for such service under a similar benefit or compensation plan, program, policy, agreement or arrangement that was established or maintained by Group Companies prior to the Closing Date and (y) that Purchaser or its affiliates would recognize such service for similarly - situated employees of Purchaser or its affiliates under a similar benefit or compensation plan, program, policy, agreement or arrangement established or maintained by Purchaser or its affiliates. In addition, for any medical, dental, health or other welfare benefit plan, program or arrangement maintained by Purchaser or its affiliates (each, a "Successor Plan"), other than the plan or plans in which Company Employees participated immediately prior to the Closing (each, a "Prior Plan") and other than any plan maintained by Purchaser or its affiliates that is frozen or closed to new participants, Purchaser shall use commercially reasonable efforts to (i) cause each Company Employee to be eligible to participate as soon as commercially practicable, without any waiting time, in any and all Successor Plans, (ii) cause the Successor Plans to waive any restrictions, limitations or exclusionary provisions with respect to pre-existing conditions, exclusions or any actively -at -work requirements relating to such Company Employee and his or her dependents to the extent such restrictions, limitations or exclusionary provisions were waived or satisfied under the applicable Prior Plan in which such Company Employee participated immediately prior to the Closing, and (iii) cause any eligible expenses incurred by any Company Employee and his or her covered dependents during the portion of the plan year of the Prior Plan ending on the date of such Company Employee's commencement of participation in the Successor Plan to be taken into account under the Successor Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Company Employee and his or her covered dependents for the applicable plan year as if these amounts had been paid in accordance with the Successor Plan. (c) From and after the date of this Agreement until the Closing, Sellers and the Group Company, as applicable, shall provide Purchaser with a reasonable opportunity to review and comment on any broad -based material communication to employees of the Group Companies with respect to the Transactions. The Company will maintain its existing severance practice for the time period and on the other terms contemplated by Section 6.05(c) of the Company Disclosure Letter. (d) Nothing contained in this Section 6.05 (Employee Matters), (i) is intended to confer upon any current or former employee any right to employment or continued employment for any period of time, any right to continued receipt of any specific benefit, or any right to a particular term or condition of employment, (ii) is intended to or shall constitute an amendment to or any other modification of any Successor Plan, Prior Plan or any other benefit plan, or (iii) is intended to confer upon any individual other than a party to Section 6.05 of this Agreement (including Sellers who are holders of Class B Units, Phantom Plan Participants, employees, retirees, or dependents or beneficiaries of Sellers who are holders of Class B Units, Phantom Plan Participants, employees or retirees) any right as a third party beneficiary of this Agreement. SECTION 6.06 Section 280G Matters. Prior to the Closing, the Company shall cause WaveDivision Holdings Corporation (the "Corporation") to use reasonable best efforts to obtain any waivers or consents from any "disqualified individual" (as defined in Section 280G(c) of the Code), and if obtained, shall, at least five days prior to the Closing, submit the applicable parachute payments to a vote of the equityholders of the Corporation, in a manner that satisfies Section 280G(b)(5) of the Code and the final Treasury Regulations issued thereunder and that is reasonably satisfactory to the Purchaser, upon the right of each "disqualified individual" to receive or retain, as applicable, that portion of any payments and benefits (whether in cash or property or the vesting of property) that, together with any other payments and benefits the "disqualified individual" may become entitled to receive that may be considered "parachute payments" under Section 280G(b)(2) of the Code, exceeds 299% of such "disqualified individual's" "base amount" (as defined in Section 280G(b)(3) of the Code) ("Section 280G Payments") such that the deduction of such Section 280G Payments will not be limited by the application of Section 280G(a) of the Code and the final Treasury Regulations issued thereunder. The Company agrees to provide to Purchaser copies of all documents prepared by the Company in connection with this Section 6.06 (Section 280G Matters) for Purchaser's reasonable opportunity to provide comments, and the Company agrees to consider any such comments in good faith. Prior to the Closing, the Company shall deliver to Purchaser notification to Purchaser as to whether a vote of the equityholders of the Corporation was solicited in conformance with Section 280G and the regulations promulgated thereunder and either (x) the requisite approval was obtained with respect to any payments or benefits that were subject to the equityholder vote, or (y) that the requisite approval was not obtained. 45 SECTION 6.07 General Tax Matters. (a) Tax Sharing Agreements. Holdco and the Company shall cause the provisions of any Tax. Sharing Agreement between any Group Company, on the one hand, and any other person (other than any Blocker Entity or any other Group Company), on the other hand, to be tenninated on or before the Closing Date. Each Blocker Entity shall cause the provisions of any Tax Sharing Agreement between such Blocker Entity, on the one hand, and any other person (other than any Group Company or any other Blocker Entity), on the other hand, to be terminated on or before the Closing Date. After the Closing Date, none of the Group Companies or the Blocker Entities shall have any rights or obligations under any Tax Sharing Agreements described in this Section 6.07(a). (b) F.IRPTA Certificate. The Company shall deliver (or cause to be delivered) to Purchaser at the Closing a certificate (or certificates) substantially in the form (or forms) provided to Purchaser on the date hereof, certifying that the purchase of the Holdco Units and the Blocker Capital Stock, and any payment in consideration thereof, is exempt from withholding pursuant to the Foreign Investment in Real Property Tax Act. (c) Transfer Taxes. All transfer, documentary, sales, use, gross receipts, stamp, registration, value added, recording, escrow and other similar Taxes incurred in connection with the Transactions (including any real property or leasehold interest transfer or gains Taxes and any similar Taxes) ("Transfer Taxes") shall be borne solely by Purchaser. All parties hereto shall use reasonable best efforts to avail themselves of any available exemptions from any applicable Transfer Taxes and to cooperate with the other parties hereto in providing any information and documentation that may be necessary to obtain such exemptions. SECTION 6.08 Company Tax Matters. (a) Section 754 Election. The parties shall cause Holdco to make an election under Section 754 of the Code (and any similar election under any provision of any other Tax law) for the taxable period that includes the Closing Date, unless such an election is already in. effect for such taxable period. (b) Purchase Price Allocation. The adjustments and calculations under Sections 743(b), 751 and 755 of the Code shall be detennined in the following manner: (i) Sellers' Representative shall prepare (or cause to be prepared) and shall deliver to Purchaser within 120 days after the Closing Date a balance sheet of the Group Companies, as of the Closing Date, that sets out the fair market value of the assets owned by the Group Companies on the Closing Date and the amount of the liabilities of the Group Companies on the Closing Date (the "Preliminary Fair Market Value Balance Sheet"). The Preliminary Fair Market Value Balance Sheet (x) shall be computed by reference to the purchase price and (y) shall contain sufficient detail to permit the parties to make the computations and adjustments required under Sections 743(b), 751 and 755 of the Code. (ii) If Purchaser disagrees with the Preliminary Fair .Market Value Balance Sheet, then Purchaser shall deliver a notice of such disagreement to Sellers' 46 Representative within 20 Business Days after Sellers' Representative's delivery of the Preliminary Fair Market Value Balance Sheet. Any such notice shall specify those items or amounts as to which Purchaser disagrees, and Purchaser shall be deemed to have agreed with all other items and amounts contained in the Preliminary Fair Market Value Balance Sheet. (Ili) After Purchaser's delivery of a notice of disagreement pursuant to clause (ii) above, Purchaser and Sellers' Representative shall negotiate, in good faith, for ten Business Days and shall endeavor to agree on all otherwise unagreed items or amounts with respect to the Preliminary Fair Market Value Balance Sheet. (iv) If Purchaser and Sellers' Representative are unable to agree on all items or amounts pursuant to clause (iii) above, then Purchaser and Sellers' Representative shall submit to the Accounting Firm for resolution of all remaining disagreements with respect to the Preliminary Fair Market Value Balance Sheet. The Preliminary Fair Market Value Balance Sheet shall be revised to reflect the determinations of the Accounting Firm, if any, together with items and amounts as to which Sellers and Purchaser had previously agreed (or were deemed to agree) (as so revised, the "Final Fair Market Value Balance Sheet"). (v) In resolving matters submitted to it pursuant to Section 6.08(b) (Purchase Price Allocation), the Accounting Firm (A) shall make its final determination on all matters within 90 days of its appointment and (B) shall not resolve any such matter in a manner that is more favorable to Sellers' Representative than the Preliminary Fair Market Value .Balance Sheet or more favorable to Purchaser than Purchaser's notice of disagreement. The final determination by the Accounting Firm of the matters submitted to it pursuant to Section 6.08(b)(.iv) (Purchase Price Allocation) shall: (1) be in writing; (2) include the Accounting Firm's calculations; (3) include the Accounting Firm's detennination of each matter submitted to it pursuant to Section 6.08(b)(iv) (Purchase Price Allocation); (4) include the fees and expenses allocation pursuant to this Section 6.08(b)(v) (Purchase Price Allocation) and (5) include a brief summary of the Accounting Firm's reasons for .its determination of each issue. The fees and expenses of the Accounting Firm incurred pursuant to this Section 6.08(b) (Purchase Price Allocation) shall be borne by Sellers' Representative (on behalf of the Sellers), on the one hand, and Purchaser, in the manner set forth in Section 1.07(d) (Preliminary Statement, Dispute Resolution Mechanism). (vi) The parties shall prepare their Tax Returns in a manner consistent with the .Final .Fair Market Value Balance Sheet, and shall not take a contrary position on any Tax Return or in any communication with any Taxing Authority except to the extent otherwise required by a good faith resolution of a Tax contest. The parties agree to cooperate in amending the Final. Fair Market Value Balance Sheet (and, to the extent necessary and permitted under applicable Law, their respective Tax. Returns) to .reflect any adjustments to the purchase price hereunder. (c) Responsibility for Filing Tax Returns. Purchaser and Holdco shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns of any Group Company 47 required to be filed after the Closing Date for (i) all Pre -Closing Tax Periods and (ii) all Straddle Periods, which in each case shall be prepared in a manner consistent with prior Tax Returns of the applicable Group Company, unless otherwise required by applicable Law. Purchaser and Holdco shall deliver to Sellers' Representative for its review, comment and written consent each such Tax Return at least 30 days prior to filing (such consent not to be unreasonably delayed, withheld or conditioned), and Purchaser and Sellers' Representatives shall negotiate in good faith to agree on any revisions to such Tax Returns as are reasonably requested by Sellers' Representative. To the extent Purchaser and Sellers' Representative are unable to agree on the contents of any such Tax Return after negotiating in good faith for no less than five (5) .Business Days, then Purchaser or Sellers' Representative may submit to the Accounting Firm for resolution of all remaining disagreements with respect to such Tax Returns, and Purchaser and Sellers' Representative agree to cooperate to facilitate the prompt submission to the Accounting Firm and the Accounting Finn's prompt resolution of such disagreements. The Accounting Firm shall be instructed to provide its determination at least two (2) Business Days prior to the due date for the applicable Tax Return. Purchaser and Holdco shall prepare the Tax Returns subject to such dispute in a manner consistent with the determination of the Accounting Finn and shall not take any contrary position on any Tax .Return or in any communication with any Taxing Authority; provided, however, if any dispute with respect to a Flow -Through Income Tax Return of any Group Company is not resolved prior to the due date of such Flow -Through Income Tax Return, such Flow -Through Income Tax Return shall be filed in the manner that Sellers' Representative deems correct, and an amended Flow -Through Income Tax Return with respect to such Flow -Through Income Tax Return shall be filed promptly once such dispute is resolved (if applicable and permitted under applicable law); provided, further, that nothing herein shall require Purchaser to contest the decision of a Taxing Authority in an administrative appeals proceeding or court proceedings). Sellers' Representative (on behalf of the Sellers), on the one hand, and Purchaser, on the other hand, shall bear the fees and expenses of the Accounting Finn in connection with any dispute under this Section 6.08(c) (Responsibility for Filing Tax Returns) in a percentage inversely proportionate to the percentage of the total amount of the total items submitted for such dispute that are resolved in such parry's favor. Sellers' Representative and Holdco shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns of any Group Company required to be filed on or before the Closing Date in a manner consistent with prior Tax Returns of the applicable Group Company unless otherwise required by applicable Law. With respect to an income Tax Return for a Straddle Period, allocations of income, gain, loss, deduction and credit shall be made using the closing of the books method pursuant to Section 706 of the Code. The parties agree, for the avoidance of doubt, that any and all deductions, credits or other Tax benefits, resulting from the Transactions, to the extent relating to expenses that (x) result in a reduction of the Closing Cash .Payment Amount, or (y) are otherwise paid or incurred by the .Direct Owners, the Indirect Owners, any Blocker Entity or any Group Company on or prior to the Closing Date in connection with the Transactions (including, for the avoidance of doubt, any repayment of debt in connection with the Closing and any unamortized debt costs, any Transaction. Fees and any compensatory payments in connection with the Transactions, including the Phantom Cash Payments Amount) shall be allocated to the Pre - Closing Tax Period. (d) Cooperation. The parties shall reasonably cooperate, and shall cause their respective Representatives reasonably to cooperate, in preparing and filing all Tax Returns of the Group Companies and in evaluating the Preliminary Fair Market Value Balance Sheet (including 48 promptly furnishing or causing to be furnished to each other such information (including access to books and records) and assistance relating to the Group Companies as is reasonably requested). (e) Refunds and Tax Benefits. Any Tax refunds that are received by Purchaser or any Group Company, and any amounts credited against Tax to which Purchaser or any Group Company become entitled, that relate to Tax items of any Group Company for a Pre - Closing Tax Period that were specifically included as "Current Liabilities" in the calculation of Closing Net Working Capital as a reduction to the Closing Cash Payment shall be for the account of Sellers' Representative (on behalf of the Sellers), except for any refunds or credits (i) attributable to a Tax attribute generated after the Closing Date, (ii) that are used to offset a tax liability relating to a Pre -Closing Tax Period, or (iii) specifically included as "Current Assets" in the calculation of Closing Net Working Capital, and Purchaser shall pay over to Sellers' Representative any such refund or the amount of any such credit (net of any Taxes and expenses of Purchaser, the Blocker Entities or the Group Companies attributable to such refund or credit) within 30 days after receipt thereof or, in the case of credits, 30 days after the date on which such credits are used by Purchaser or a Group Company to reduce a cash Tax liability (provided that the use of such credits shall be determined on a "with and without" basis). Sellers' Representative, on behalf of the Sellers, shall pay over to Purchaser within 30 days any amount of refund or credit described in the immediately preceding sentence to the extent such refund or credit is subsequently denied by the applicable Taxing Authority. For the avoidance of doubt, any Tax refunds received by Purchaser or the Group Companies, and any amounts credited against Tax to which Purchaser or the Group Companies become entitled, that relate to a taxable period other than a Pre -Closing Tax Period of the Group Companies or that relate to Tax items that were not specifically included as "Current Liabilities" in the calculation of Closing Net Working Capital shall be for the account of .Holdco and Purchaser. (f) Amended Returns; Tax Elections. Purchaser shall not, and shall cause the Group Companies not to, (a) make any amendment of any Tax Returns of any Group Company to the extent such Tax Return relates to any Pre -Closing Tax Period or to the extent such amendment would otherwise be reasonably expected to adversely affect the Sellers without the Sellers' Representative's prior written consent or (b) make any election that has retroactive effect to any Pre -Closing Tax Period or that would otherwise be reasonably expected to adversely affect the Sellers without the Sellers' Representative's prior written consent. (g) Tax Proceedings. In the event of any audit, assessment, examination, claim or other controversy or proceeding relating to Taxes or Tax Returns of any Group Company (a "Tax Proceeding") with respect to or which includes any Pre -Closing Tax Period, Purchaser shall inform the Sellers' Representative of such Tax Proceeding as soon as possible but in any event within ten (10) Business Days after the receipt by Purchaser of notice thereof. Purchaser shall afford the Sellers' Representative the opportunity to control the conduct of the portion of any such Tax Proceeding that relates solely to the Pre -Closing Tax Periods (including solely the portion of any Straddle Period that ends on the Closing Date), with counsel or a tax adviser of its own choosing, and to settle or otherwise resolve such portion of such Tax Proceeding in such manner as the Sellers' Representative may deem appropriate; provided, that the Sellers' Representative may not settle any such Tax Proceeding without Purchaser's consent (which consent shall not be unreasonably withheld, conditioned or delayed). Purchaser shall 49 have the right to participate in such proceedings and to reasonably be informed of material developments and communications with Taxing Authorities in any such Tax Proceeding. In the event that the Sellers' Representative does not assume control of such a Tax Proceeding, Purchaser may control the Tax Proceeding, but Purchaser may not settle or otherwise resolve the Tax Proceeding without the Sellers' Representative's consent (which consent shall not be unreasonably withheld, delayed or conditioned). SECTION 6.09 Public Announcements; Confidentiality. (a) The initial. press release with respect to the execution of this Agreement shall be in a form mutually agreed by Purchaser and Sellers' Representative and any other public announcement or similar publicity with respect to this Agreement or the Transactions (other than any public announcement or similar publicity by .Purchaser in connection with the Debt Financing) will be issued, if at all, at such time and in such manner as mutually agreed to by Sellers' Representative and .Purchaser. (b) From and after the Closing until the second (2"d) anniversary of the Closing, the Sellers shall, and shall cause their controlled affiliates and their respective Representatives to, keep confidential and not disclose to any other person any confidential information regarding any of the Blocker Entities or any of the Group Companies and the tenns of this Agreement and the Ancillary Documents. The obligations of the Sellers under this Section 6.09(b) (Public Announcements; Confidentiality) shall not apply to information which: (i) is or becomes generally available to the public without breach of any of the Sellers or Sellers' Representative's obligations under this Section 6.09(b) (Public Announcements; Confidentiality), (ii) is required to be disclosed by Law or any Order or (iii) is disclosed in connection with the enforcement of the terms of this Agreement or any of the Ancillary Documents; provided, however, that in any such case, Purchaser shall be notified as early as practicable prior to disclosure to allow Purchaser to take appropriate measures at its sole expense to preserve the confidentiality of such information and the Sellers shall reasonably cooperate with such efforts. Promptly after the second anniversary of the Closing, the Sellers shall destroy any such information that remains in their possession or control; provided, however, that the Sellers may retain such information on a confidential basis for so long as it is required to be retained by applicable Law, Order or bona fide retention policies.. Notwithstanding anything in this Agreement or the Confidentiality Agreement to the contrary, Sellers may make customary disclosures to their (and their affiliates') current and prospective limited partners and their Representatives (subject to customary confidentiality undertakings) of information relating to this Agreement, the Ancillary Documents and the transactions contemplated hereby or thereby without the written consent of Purchaser. 50 SECTION 6.10 Termination of Affiliate Contracts and Intercompany Balances. Except as set forth on Section 6.10 of the Company Disclosure Letter, the Sellers shall cause each Affiliate Contract to be terminated as of the Closing. With effect from the Closing, no Blocker Entity or Group Company or any of their respective post -Closing affiliates (including Purchaser and its affiliates), on the one hand, nor any Seller or any of its affiliates, on the other hand, shall have any obligation or liability to the other in respect of any such terminated Contract or any loans, notes, advances, receivables and payables between them. SECTION 6.11 D&O Resignations. tions. Each of the Blocker Entities, Holdco and the Company shall use reasonable best efforts to cause all directors and managers, as applicable, of the Blocker Entities and the Group Companies, and all officers of the Blocker Entities and the Group Companies, in each case, who Purchaser has identified in writing to Sellers' Representative at least five (5) Business Days prior to Closing, to deliver to Purchaser at the Closing duly executed resignations. SECTION 6.12 Access to Books and Records. From and after the Closing, Purchaser shall, and shall cause the Group Companies to, provide Sellers' Representative and its respective authorized representatives with reasonable access (for the purpose of examining and copying), during nonnal business hours, at the sole cost and expense of Sellers' Representative, to the books and records of the Group Companies with respect to periods prior to the Closing Date solely to the extent such access is reasonably required in connection with the preparation or audit of Tax Returns for periods prior to the Closing. Unless otherwise consented to in writing by Sellers' Representative, Purchaser shall not permit the Group Companies, for a period of six (6) years following the Closing Date, to destroy or otherwise dispose of any material books and records of the Group Companies, or any portions thereof, relating to periods prior to the Closing Date without first giving reasonable prior written notice to Sellers' Representative and offering to surrender to Sellers' Representative such books and records or such portions thereof. SECTION 6.13 Financing. (a) Subject to the terms and conditions of this Agreement, Purchaser shall use its reasonable best efforts to obtain the Debt Financing on a timely basis (taking into account the expected timing of the Marketing Period) on the terms and conditions described in the Debt Financing Commitments (including any related flex provisions), including using its reasonable best efforts to (i) comply with its obligations under the Debt Financing Commitments, (.ii) maintain in effect the Debt Financing Commitments except to the extent an Alternative Debt Financing (as defined below) or Replacement Financing (as defined below) would then be available to consummate the transactions on the Closing Date, (iii) negotiate and enter into definitive agreements with respect to the Debt Financing Commitments on a timely basis (taking into account the expected timing of the Marketing Period) on terms and conditions (including changes to the Debt .Financing Commitments requested by the committed lenders in accordance with the related flex provisions) contained therein or otherwise not materially less favorable to Purchaser in the aggregate than those contained in the applicable Debt .Financing Commitments, (iv) satisfy (or obtain a waiver) on a timely basis all conditions applicable to Purchaser contained in the applicable Debt Financing Commitments (or any definitive agreements related thereto) within its control, including the payment of any commitment, engagement or placement fees required as a condition to the Debt Financing, other than any condition where the failure to be so 51 satisfied is a direct result of the Company's willful and material failure to furnish the Required Information or is otherwise a direct result of any Seller's, Blocker Entity's or Group Company's Willful Breach of this Agreement and (v) using its reasonable best efforts to enforce all of its rights under the applicable Debt Financing Commitments (or any definitive agreements related thereto) and consummate the applicable Debt Financing on the Closing Date, but in no event later than the Outside Date. Purchaser shall give the Company prompt notice upon having knowledge of any breach or threatened breach by any party of any of the Debt Financing Commitments to the extent it would impair or delay the Closing or result in insufficient Debt Financing to consummate the Transactions contemplated by this Agreement or any termination of any of the Debt Financing Commitments. Other than as set forth in Section 6.13(b), Purchaser shall not, without the prior written consent of the Company amend, modify, supplement or waive any of the conditions or contingencies to funding contained in the Debt Financing Commitments (or any definitive agreements related thereto) or any other provision of, or remedies under, the Debt .Financing Commitments (or any definitive agreements related thereto), in each case to the extent such amendment, modification, supplement or waiver would reasonably be expected to have the effect of (A) adversely affecting in any respect the ability of Purchaser to timely consummate the transactions contemplated by this Agreement, (B) containing conditions to draw that are .more onerous, taken as a whole, than those conditions and terms contained in the Debt Financing Commitments as of the date hereof (or otherwise amending, modifying, supplementing or waiving the conditions to the Debt Financing in a manner materially adverse to the Company or Sellers or that would delay the ability of Purchaser to consummate the transactions contemplated by this Agreement), (C) delaying the Closing or (D) reducing the aggregate amount of the Debt Financing by an amount that would result in insufficient Debt Financing to consummate the Transactions contemplated by this Agreement; provided that, Purchaser may amend the Financing Commitments to add lenders, lead arrangers, bookrunners, syndication agents or similar entities that have not executed the Debt Financing Commitments as of the date of this Agreement. (b) If all or any portion of the Debt Financing expires or is terminated or otherwise becomes unavailable, Purchaser shall thereafter use its reasonable best efforts to (i) arrange to promptly obtain the Debt Financing or such portion of the Debt Financing from alternative sources, which may include one or more of a senior secured debt financing, an offering and sale of notes, or any other financing or offer and sale of other debt securities, or any combination thereof, in an amount sufficient, when added to any portion of the Financing that is available, to pay in cash all amounts .required to be paid by Purchaser .in connection with the transactions contemplated by this Agreement ("Alternative Debt Financing") and (ii) obtain a new debt financing commitment letter (the "Alternative Debt Financing Commitment") and a new definitive agreement with respect thereto that provides for debt financing (A) on terms and conditions (including flex provisions) not materially less favorable than the Debt Financing Commitments, in the aggregate, to Purchaser, (B) that does not contain conditions to draw that are more onerous, taken as a whole, than those conditions and terms contained in the Debt Financing Commitments as of the date hereof; and (C) that will not delay the ability of Purchaser to consummate the transactions contemplated by this Agreement. In such event, the term "Debt Financing" as used in this Agreement shall be deemed to include any Alternative Debt Financing (and consequently the term "Financing" shall include the Equity Financing and the Alternative Debt Financing), and the tern "Debt Financing Commitments" as used in this Agreement shall be deemed to include any Alternative Debt Financing Commitment. Notwithstanding any other 52 provision of this Agreement to the contrary, Purchaser shall also have the right to substitute the proceeds of consummated debt offerings or other incurrences of debt (including unsecured notes) for all or any portion of the Debt Financing by reducing commitments under the Debt Financing Commitments in an aggregate amount not to exceed the amount of the gross proceeds of such consummated debt offerings available to be used by Purchaser to consummate the transactions contemplated by this Agreement; provided that (A) to the extent any such debt has a scheduled special or mandatory redemption right, such right is not exercisable prior to the earliest of (x) the consummation of the transactions contemplated by this Agreement on the Closing Date, (y) the termination of this Agreement or (z) the Outside Date, as applicable, (B) such financing will not delay the ability of Purchaser to consummate the transactions contemplated by this Agreement and (C) such financing does not contain conditions to the release of such proceeds to Purchaser that are more onerous, taken as a whole, than those conditions and terms contained in the Debt Financing Commitments as of the date hereof. Further, Purchaser shall have the right to substitute commitments in respect of other debt financing for all or any portion of the Debt Financing from the same and/or alternative bona fide third -party financing sources in an aggregate amount not to exceed, and no less than, the amount of such commitments so long as (A) all conditions precedent to the effectiveness of the definitive documentation for such debt financing have been satisfied and the conditions precedent to funding of such debt financing are in the aggregate, in respect of certainty of funding, substantially equivalent to (or more favorable to Purchaser than) the conditions contained in the Debt Financing Commitments as of the date hereof and do not contain conditions that are more onerous, taken as a whole, than those conditions and terms contained in the Debt Financing Commitments as of the date hereof and (B) such financing will not delay the ability of Purchaser to consummate the transactions contemplated by this Agreement (any such debt or equity financing which satisfies the foregoing, "Replacement Financing"). In such event, the term "Debt Financing" as used in this Agreement shall be deemed to include any Replacement Financing (and consequently the term "Financing" shall include the Equity Financing and the Replacement Financing). (c) Prior to the Closing, in order to assist with the financing of the transactions contemplated hereby, .Holdco, the Blocker Entities and the Company shall, and shall cause each other Group Company to, use its reasonable best efforts to cause its and their officers, directors, employees, accountants, consultants, legal counsel, agents and other advisors and Representatives to provide, at Purchaser's sole expense, such customary cooperation in connection with the arrangement of debt financing by Purchaser as may be reasonably requested by Purchaser; including by using reasonable best efforts to: (i) furnish Purchaser and the Financing Sources as promptly as reasonably practicable (w)(A) audited consolidated balance sheets and related audited consolidated statements of operations, members' equity (deficit) and cash flows of the Group Companies as of and for the .fiscal years ended December 31, 2014, .December 31, 2015 and December 31, 2016 and each subsequent fiscal. year ended at least 120 days prior to the Closing Date (provided that the Purchasers acknowledge that the financial. statements specified in this clause (A) as of and for the years ended December 31, 2014, December 31, 2015 and December 31, 2016 have been received) and (.B) commencing with the fiscal quarter period ended March 31, 2017, unaudited consolidated balance sheets and the related unaudited consolidated statements of operations, cash flows and members' equity (deficit) of the Group Companies as of and for each fiscal. quarter (other than the fourth fiscal quarter of Group Companies' fiscal year) 53 ended at least 60 days prior to the Closing Date in the case of the fiscal quarter periods ended on March 31, 2017 and June 30, 2017 and at least 45 days prior to the Closing Date for each fiscal quarter period ended thereafter, commencing with the fiscal quarter period ended September 30, 2017 (provided, in each case, that the financial statements specified in this clause (B) may be subject to year-end adjustments) (collectively, the "Required Information"), (x) updates and supplements to the Required Information as necessary to make the Required Information Compliant (it being acknowledged and agreed by Purchaser that, if any .Required Information ceases to be Compliant, the Purchaser shall reasonably cooperate with the Company's efforts to update and supplement the Required Information as necessary to make the Required Information Compliant), (y) such other pertinent financial and other customary information regarding the Group Companies as Purchaser or the Financing Sources shall reasonably request in order to produce a customary preliminary offering memorandum as contemplated by paragraph 8 of Annex I to Exhibit D of the .Debt Financing Commitments (and drafts of "comfort" letters (which shall provide customary "negative assurance" comfort) related to the foregoing) and (z) all other financial and operating information or other information regarding the Group Companies to be used in the preparation of one or more information packages regarding the business, operations, financial projections and prospects of the Group Companies customary or reasonably necessary for the arrangement or syndication of loans or issuance of debt securities; provided, that (a) in no event will the Required Information (or any updates or supplements thereto) include any segment reporting, any financial or other information with respect to periods prior to the year ended December 31, 2014 or any information of the type required by Regulation S-X Rule 3-05 (other than the financial statements described in clause (i)(w) above), Rule 3-09, Rule 3-10 or Rule 3-16, and (b) in no event will the information required to be provided pursuant to clause (i)(y) or (z) above include (1) any compensation information or compensation discussion and analysis required by Item 402 of Regulation S-K, (2) the "description of notes," the "box summary," the offering summary, the plan of distribution, the transfer restrictions section and other sections that would customarily be provided by the Financing Sources or their counsel, (3) risk factors specifically relating to all or any component of the Financing (4) tax disclosure relating to any part of the Financing or (5) any financial or other information with respect to periods prior to the year ended December 31, 2014; and provided, further, that if the Company shall in good faith reasonably believe that it has delivered, or caused to be delivered, the Required Information in accordance with the terms of this Agreement, then the Company may deliver to Purchaser written notice to that effect (stating when it believes it completed the applicable delivery), in which case the Required Information shall be deemed to have been delivered on the date the applicable notice is delivered to Purchaser, in each case unless Purchaser in good faith reasonably believes that the Company has not completed delivery of the Required Information and, within three (3) Business Days after receipt of such notice from the Company, Purchaser delivers a written notice to the Company to that effect (stating with specificity the Required .Information that has not been delivered); (ii) (x) assist in the preparation of pro forma financial information (insofar as such assistance relates to the financial or other information related to the Group Companies) giving effect to the Transactions that is reasonably necessary in order to produce a customary preliminary offering memorandum as contemplated by paragraph 8 of Annex I to Exhibit D of the Debt Financing Commitments, (y) cooperate with Purchaser to cause the Group Companies' independent accounting firm to provide "comfort" letters (including "negative assurance" comfort) with respect to the Required Information from the Group Companies' 54 independent accounting firm in connection with any Debt Financing taking the form of an offering of securities (including providing such accounting firm with customary representation letters that are reasonably necessary to obtain such comfort letters) and to cause such accounting firm to provide a customary draft comfort letter prior to the launch of any such offering and (z) assist (at reasonable times and with reasonable advance notice) with the preparation of customary materials for rating agency presentations, offering documents, private placement memoranda, bank information memoranda (and, to the extent necessary, additional information memoranda that do not include material non-public information), prospectuses and similar documents reasonably requested by Purchaser in connection with the Debt Financing; (iii) (w) cooperate in a customary manner with the marketing efforts for any debt financing, including providing customary assistance in the preparation for, and at reasonable times and upon reasonable notice participating in road shows, meetings, due diligence sessions, drafting sessions and similar presentations to and with prospective lenders, investors and rating agencies, (x) cooperate with the Financing Sources in their efforts to benefit from the Group Companies' existing lending relationships, (y) cooperate in a customary manner with the due diligence process of the Financing Sources, prospective lenders, placement agents, initial purchasers and their respective advisors and (z) make the Group Companies' executive officers (at reasonable times and upon reasonable notice) available to participate in a reasonable number of meetings, presentations, one-on-one sessions with rating agencies or other customary syndication activities in connection with the Debt Financing; (iv) assist with the preparation of updated perfection certificates and the execution and delivery of any customary and reasonably necessary debt agreements, joinders, guarantees, pledge and security agreements, notes, indentures, purchase agreements and other definitive financing documents and deliver such documents and certificates as are customary in financings of such type, at the request of Purchaser, and provide the Purchaser with infonnation with respect to the Group Companies for the closing certificates and other closing deliverables required by or on behalf of Purchaser in order to satisfy paragraph 6 of the Debt Commitment Letter; provided that no obligation of the Group Companies under any such document or agreement shall be executed or delivered until the Closing; (v) to the extent customary and as reasonably requested by Purchaser, assist with the preparations for the provision of guarantees and the pledging, granting and perfecting of security interests and liens on collateral, including cooperating with Purchaser's efforts to obtain mortgages, environmental assessments, surveys, third party consents and title insurance if and to the extent reasonably required in connection with the Debt Financing, and deliver original certificates with respect to all certificated securities (with transfer powers executed in blank) (it being understood that no such pledging of collateral or other actions pursuant to this paragraph (v) will be effective until at or after the Closing); (vi) at least two (2) Business Days prior to the Closing Date, provide all required documentation and other information which relates to applicable "know -your - customer" and anti -money laundering rules and regulations, including the PATRIOT Act, that has been reasonably requested by Purchaser or the Financing Sources in writing at .least ten (10) Business Days prior to the Closing Date; 55 (vii) (x) cooperate with Purchaser in the discharge, prepayment or termination (as applicable) of any existing indebtedness of the Group Companies on or after the Closing Date and (y) cooperate with Purchaser in the termination on the Closing Date of all guarantees and security interests in connection therewith and in obtaining on or after the Closing Date customary payoff letters, lien releases, termination documentation and instruments of discharge with respect to the foregoing; and (viii) not commence or effect any offering, placement or arrangement of any debt securities or bank financing competing with the Debt Financing (and not permit any such offering, placement or arrangements to occur on its behalf) (other than any indebtedness of the Group Companies permitted to be to be incurred or outstanding pursuant to the other provisions of this Agreement) if such issuance, offering, placement or arrangement would reasonably be expected to materially impair the syndication of the Debt Financing or the offering of the securities contemplated by the Debt Financing Commitments or the related engagement letter; provided, that nothing in this Agreement (including this Section 6.13) will require any such cooperation to the extent that it would (A) interfere in any material respect with the ongoing business or operations of the Group Companies, (B) require the Group Companies to enter into or approve any Debt Financing or any definitive agreement or other instrument that would be effective prior to the Closing, (C) causes any condition set forth in Section 7.1 or Section 7.2 to fail to be satisfied or otherwise causes a Group Company to breach this Agreement, (D) require delivery of any financial statements that is not otherwise specifically required hereunder, (E) require the board of directors (or similar governing body) of any Group Company to take any action to approve the execution, delivery or performance of any document or certificate in connection with the Debt Financing or any officer of any Group Company to execute or deliver any document or certificate in connection with the Debt Financing (other than the representation letters described in Section 6.13(c)(ii)(y)), (F) require any counsel or any other agent for the Group Companies to deliver any legal or other opinion in connection with the Debt Financing, (G) cause any of the Group Companies to incur liability in connection with the Debt Financing prior to the Closing, (H) cause any director, officer or employee of any of the Group Companies to incur any personal liability, (I) be reasonably expected to result in a conflict with or violation or breach of, or a default under, any of the Group Companies' constituent documents, any Laws or under any contract or other agreement to which any of the Group Companies is a party on the date hereof, (J) require any of the Group Companies to qualify as a foreign corporation in any jurisdiction in which they are not so qualified or to take any action that would subject any of the Group Companies to taxation as doing business in such jurisdiction or to service of process in suits in any jurisdiction where they are not now so subject, (K) require any of the Group Companies or their representatives, counsel or agents to provide access to or disclose information that management of the Group Companies determines that the Group Companies are prohibited from disclosing due to applicable Law or a confidentiality agreement or that would jeopardize any legal privilege if disclosed, (L) require the Group Companies to prepare separate unconsolidated financial statements for any Subsidiary (or group of Subsidiaries) of the Company (it being understood that the Group Companies will use reasonable best efforts to provide any such information that is readily available), (M) require the Group Companies or their management or accountants to provide or produce pro forma financial statements or pro forma adjustments reflecting any of the Transactions or the Debt Financing or any description of 56 all or any component of the Transactions or the Debt Financing (it being understood that the Group Companies shall provide assistance in the preparation of pro forma financial statements as described in Section 6.13(c)(ii)(x)) or (N) require any of the Group Companies to issue any bank information memoranda, bond offering memoranda or other disclosure documents related to the Debt Financing (it being understood that any such bank infonnation memoranda, bond offering memoranda shall contain disclosure and pro forma financial statements (if any) reflecting the Group Companies after the Transactions have been completed). Notwithstanding anything in this Section 6.13 to the contrary, the Group Companies shall not be required to waive or amend any terms of this Agreement, pay any connmitment or other similar fee or incur any other liability in connection with the Debt Financing unless and until the Closing occurs (and conditioned thereon). Purchaser will (x) upon request from the Company, reimburse the Group Companies for any reasonable and documented out-of-pocket expenses (including legal and accountants' fees) incurred or otherwise payable by the Group Companies in connection with their cooperation pursuant to this Section 6.13 (other than the Group Companies' obligation to deliver its regular annual and quarterly financial statements otherwise required by agreements with lenders to which the Group Companies are party on the date hereof and other than compensation of their respective employees) and (y) indemnify and hold harmless the Group Companies and their affiliates, and the directors, officers, employees, attorneys, successors and assigns of each of the foregoing persons from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in complying with their obligations in connection with the arrangement of the Debt Financing (including actions taken in accordance with this Section 6.13) and any infonnati.on. (other than information furnished by or on behalf of the Group Companies) utilized in connection therewith, other than to the extent any of the foregoing arose out of the bad faith, gross negligence or willful misconduct of, or material breach of this Agreement by, the Group Companies or any of their respective officers, employees or representatives (Purchaser's obligations pursuant to this sentence, collectively, the "Reimbursement and .Indemnification Obligations"). The Company hereby consents to the use of the logos of the Group Companies in connection with. the Debt Financing (subject to the Company having a reasonable opportunity for advance review of and consultation with respect to such use); provided that such logos shall be used solely in a manner that is reasonable and customary for such purposes and not intended or reasonably likely to harm, disparage or otherwise adversely affect any of the Group Companies or their reputation, goodwill, regulatory relationships, products, services, offerings, joint ventures or intellectual property rights. Notwithstanding anything herein to the contrary, Purchaser hereby acknowledges and agrees that (i) (x) the condition set forth in Section 7.02(b) shall be deemed satisfied as it applies to the Company's obligations under this Section 6.13(c), and (y) the criteria set forth in Section 8.01(c) shall be deemed not to be satisfied as it applies to the Company's obligations under this Section 6.13 c , in the case of each of clause (x) and (y) unless the Debt Financing has not been obtained primarily as a result of a Willful Breach by the Group Companies of their obligations under this Section 6.13(c). SECTION 6.1.4 2019 Notes and 2020 Notes Redemption. 57 (a) The Company shall, (a) upon the written request of Purchaser, cause each of (x) Wave Holdco, LLC, Wave Holdco Corporation to deliver a notice of redemption of the 2019 Notes pursuant to the 2019 Notes Indenture (the "2019 Notes Notice") and (y) WaveDivision Holdings, LLC and WaveDivision Holdings Corporation to deliver a notice of redemption of the 2020 Notes pursuant to the 2020 Notes Indenture (the "2020 Notes Notice"); provided, that any such notice described in clause (x) or (y) shall be conditional upon the Closing and shall be in compliance with applicable Law and, as applicable, the 2020 Notes Indenture and the 20.1.9 Notes Indenture and (b) cause the satisfaction and discharge of the 2020 Notes and the 2020 Notes Indenture and the 2019 Notes and the 2019 Notes Indenture substantially concurrently with the Closing, subject to the irrevocable deposit by Purchaser with the applicable trustee thereof on the Closing Date of funds sufficient to pay in full the redemption price, including the outstanding aggregate principal amount of, accrued and unpaid interest to but excluding the date of redemption on, and any premiums related to, the 2020 Notes and the 2019 Notes; provided that the Company may deliver the 2019 Notes Notice and/or the 2020 Notes Notice prior to the written request of Purchaser, which notices shall be conditioned on the Closing, if it reasonably believes that the Closing will occur within the 30 day period following delivery of such notice(s). (b) For purposes of the Agreement, the following capitalized terms have their respective meanings below: (i) "2019 Notes" means the outstanding aggregate principal amount of 8.25% / 9.00% senior PIK toggle notes due 2019, issued by Wave Holdco, LLC and Wave Holdco Corporation pursuant to the 2019 Notes Indenture. (ii) "2019 Notes Indenture" means that certain Indenture dated as of June 25, 2014, by and among Wave Holdco, LLC and Wave Holdco Corporation, as issuers, and Wells Fargo Bank, National Association, as trustee. (iii) "2020 Notes" means the outstanding aggregate principal amount of 8.125% senior unsecured notes due 2020, issued by WaveDivision Escrow, LLC (subsequently merged into WaveDivision .Holdings, LLC) and Wave Division Escrow Corporation (subsequently merged into WaveDivision Holdings Corporation) pursuant to the 2020 Notes Indenture. (iv) "2020 Notes Indenture" means that certain Indenture dated as of August 21, 2012, by and among WaveDivision Escrow, LLC (subsequently merged into WaveDivision Holdings, LLC) and Wave Division Escrow Corporation (subsequently merged into WaveDivision Holdings Corporation), as issuers, and Wells Fargo Bank, National Association, as trustee, as amended by the First Supplemental Indenture dated as of October 12, 2012, the Second Supplemental Indenture dated as of December 27, 2012, the Third Supplemental Indenture dated as of April 13, 2015 and the Fourth Supplemental .Indenture dated as of June 26, 2015. SECTION 6.15 Blocker Matters. 58 (a) Prior to the Closing, the Indirect Owners shall cause the Blocker Reorganization to be consummated in accordance with the steps described in the fourth whereas clause of this Agreement. The resolutions and any other documents effecting the foregoing or otherwise in connection with the Blocker Reorganization shall be in form and substance reasonably acceptable to Purchaser. At least ten (10) Business Days prior to the Closing Date, Purchaser may notify Sellers' Representative that Purchaser is electing to not purchase the GI Blocker Promissory Note as contemplated by Section 1.03(t) (Transactions to Be Effected at the Closing). If Purchaser provides the election pursuant to the foregoing sentence, then, at the Closing the GI Blocker Promissory Note Payable shall be paid first from the Closing Cash Payment Amount payable to the GI Blocker Sellers, which payment shall be treated as having been contributed to the GI Blocker in exchange for shares or debt (in the form and on the terms determined by Purchaser) and then paid to the GI Blocker Sellers in full satisfaction and settlement of the GI Blocker's obligations thereunder. SECTION 6.16 Specified Matters. If, as of June 19, 2017, less than all of the holders of Class B Units have executed and delivered this Agreement, then the Oak Hill Members (as defined in the Amended and Restated Limited Liability Company Agreement of Wave Holdco, LLC, dated as of June 24, 2014 (the "Holdco LLC Agreement')) shall, upon written request from the Purchaser, promptly deliver to such holders of Class B Units a drag - along notice (in form and substance reasonably satisfactory to Purchaser) pursuant to Section 8.2 of the Holdco LLC Agreement and exercise their respective rights under the Holdco LLC Agreement to cause such holders of Class B Units to promptly execute and deliver this Agreement and agree to sell such Class B Units to Purchaser in accordance with the terms hereof. ARTICLE VII Conditions Precedent SECTION 7.01 Conditions to Each Party's Obligation. The respective obligations of each party to effect the Transactions are subject to the satisfaction or waiver on or prior to the Closing of the following conditions: (a) Governmental Approvals. (i) The waiting period (and any extension thereof) under the HSR Act shall have expired or been terminated. (ii) The required consents, approvals, waivers, and notices of the FCC, the State PUCs in California, Oregon and Washington and the LFAs as set forth in Section 7.01(a)(ii) (Governmental Approvals) of the Company Disclosure Letter shall have been obtained. (b) No Injunctions or Legal Restraints. No applicable (i) Law or other legal. restraint or (ii) Order (collectively, "Legal Restraints"), in the case of each of clause (i) or (ii), enacted, entered, promulgated, enforced or issued after the date hereof by any Governmental 59 Entity of competent jurisdiction which has the effect of prohibiting the consummation of the Transactions shall be in effect; provided that the foregoing clause (i) shall not include the matters that are the subject of Section 7.01(a)(ii) (Governmental Approvals). SECTION 7.02 Conditions to Obligation of Purchaser. The obligations of Purchaser to effect the Transactions are further subject to the satisfaction (or waiver by Purchaser) on or prior to the Closing Date of the following conditions: (a) Representations and Warranties. (i) The representations and warranties set forth in Section 2.05 (Holdco Units, Blocker Capital Stock), Section 3.05(a) (Capital Structure), Section 3.07(b) (Change in Condition) and Section 4.02(a) (Blocker Capital Stock) shall be true and correct in all but de minimis respects taking into account, in the case of Section 3.05(a) (Capital Structure), any issuances or forfeitures of Class B Units after the date hereof in accordance with this Agreement (other than Section. 3.07(b) Change in Condition) which shall be true and correct in all respects), (ii) the representations and warranties set forth in Sections 3.05(b), (c) and (d) (Capital Structure) and Sections 4.02(b) and (c) (Blocker Capital Stock) shall be true and correct in all but de minimis respects, (iii) the representations and warranties set forth in Sections 2.01 (Organization, Power, Standing, Authority, Existence), 2.02 (Authorization, Execution and Enforceability), 3.01 (Organization, Power, Standing, Authority, Existence, Qualification), 3.02 (Authorization, Execution and Enforceability), 3.05(e) (Capital Structure), 4.01 (Organization, .Power, Standing Authority, Existence) and 4.03 (Holding Company) shall be true and correct in all material respects, and (iv) each of the other representations and warranties set forth in Articles II (Representations and Warranties Relating to the Sellers), III (Representations and Warranties Relating to the Group Companies) and IV (Representations and Warranties Relating to the Blocker Entities), other than those set forth in the sections specifically identified in clause (i), (ii) or (iii) of this paragraph (a), shall be true and correct (disregarding any "materiality", "Seller Material Adverse Effect", "Company Material Adverse Effect" or similar qualifiers) except where the failure of such representations and warranties to be true and correct has not had and would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect or a Company Material Adverse Effect, as applicable, in each case as of the Closing Date with the same effect as though made as of the Closing Date, except, in each case, that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date. Purchaser shall have received a certificate signed on behalf of the Company by an officer of the Company to such effect. (b) Performance of Obligations of the Company and the Sellers. Holdco, the Company, each Blocker Entity and each Seller shall have performed or complied in all material respects with all covenants required by this Agreement to be performed or complied with by such person by the time of the Closing, and Purchaser shall have received a certificate signed by an authorized officer of the Company to such effect. (c) Ancillary Documents. Each of the applicable Ancillary Documents shall have been duly executed by the applicable Sellers, Blocker Entities and/or Group Companies party thereto and shall remainIn hill force and effect. 60 (d) No Company Material Adverse Effect. Since the date of this Agreement, no Company Material Adverse Effect shall have occurred, and Purchaser shall have received a certificate signed by an authorized officer of the Company to such effect. (e) Purchaser shall have received the certificate required under Section 6.07(b) (FIRPTA Certificate); provided that, if the Company fails to deliver such certificate, Purchaser's sole remedy shall be to withhold in accordance with applicable Law with respect to any Seller from which it has not received a certificate, in fonn and substance compliant with Section 1.1445-2(b)(2) of the Treasury Regulations, certifying that, as of the Closing Date, such Person is not a "foreign person" within the meaning of Section 1445 of the Code). SECTION 7.03 Conditions to Obligation of Holdco, the Company, the Blocker Entities and the Sellers. The obligation of Holdco, the Company, the Blocker Entities and the Sellers to effect the Transactions is further subject to the satisfaction (or waiver by Sellers' Representative, as applicable) on or prior to the Closing Date of the following conditions: (a) Representations and Warranties. The representations and warranties set forth in Sections 5.01 (Organization, Power, Standing, Authority, Existence), 5.02 (Authorization, Execution and Enforceability), and 5.07 (Brokers and Other Advisors) and each of the other representations and warranties set forth Article V (Representations and Warranties of Purchaser) shall be true and correct (disregarding any "materiality", "Purchaser Material Adverse Effect" or similar qualifiers) except where the failure of such representations and warranties to be true and correct has not had and would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect, in each case as of the Closing .Date with the same effect as though made as of the Closing Date, except, in each case, that the accuracy of representations and warranties that by their terms speak as of a specified date will be determined as of such date. The Company and Sellers' Representative shall have received a certificate signed on behalf of Purchaser by an authorized officer of Purchaser to such effect. (b) Performance of Obligations of Purchaser. Purchaser shall have performed in all material respects all covenants required to be performed by it under this Agreement at or prior to the Closing Date, and the Company and Sellers' Representative shall have received a certificate signed on behalf of Purchaser by an authorized officer of Purchaser to such effect. (c) Ancillary Documents. Each of the applicable Ancillary Documents shall have been duly executed by Purchaser and shall remain in full force and effect. ARTICLE V.IL.I. Termination, Amendment and Waiver SECTION 8.01 Termination. This Agreement may be terminated, and the Transactions may be abandoned, at any time prior to the Closing: (a) by written consent of Purchaser and Sellers' Representative; 61 (b) by either Purchaser, on the one hand, or Sellers' Representative, on the other hand: (i) if the Closing shall not have been consummated by 5:00 PM New York City time on November 20, 2017 (the "Outside .Date") for any reason; provided, however, that (A) if, as of the Outside Date, all of the conditions set forth in Article VII (Conditions Precedent)) have been satisfied or waived (other than the conditions set forth in Section 7.01(a) (Governmental Approvals) or Section 7.01(b) (No Injunctions or Legal Restraints) and those conditions that by their nature can only be satisfied by action taken at or immediately prior to the Closing or which have been waived by a party in accordance with this Agreement), then either the Sellers' Representative or Purchaser shall have the right, in its sole discretion, to extend the Outside Date by written notice to the other party for a period of three (3) months and (B) unless the Outside Date has already been extended pursuant to clause (A) above, if the Marketing Period has commenced and is continuing but not yet ended as of the Outside Date, then the Outside Date shall automatically be extended to the third (3rd) Business Day following the final day of the Marketing Period; provided, further, that the right to terminate this Agreement under this Section 8.01(b)(i) (Tennination) shall not be available to Purchaser or Sellers' Representative if such failure of the Transactions to occur on or before such date was caused by the failure of Purchaser, on the one hand, or Holdeo, the Company, any Blocker Entity or any Seller, on the other hand, to comply with the terms of this Agreement, including Section 6.03 (Reasonable Best Efforts); or (ii) if any Legal Restraint having the effect set forth in Section 7.01(b) (No Injunctions or Legal Restraints) shall be in effect and shall have become final and nonappealable; or (c) by .Purchaser, if Holdco, the Company, any Blocker Entity or any Seller shall have breached any of its representations, warranties, covenants, agreements, obligations and undertakings contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 7.02(a) (.Representations and Warranties) or Section 7.02(b) (Performance of Obligations of the Company and the Sellers) and (B) has not been or is incapable of being cured by Holdco, the Company, such Blocker Entity or such Seller within 30 days after its .receipt of written notice thereof from Purchaser (or if earlier, the Outside Date), but only so long as Purchaser is not then in breach of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause the conditions set forth in Section 7.03(a) (Representations and Warranties) or Section 7.03(b) (Performance Obligations of Purchaser) not to be satisfied as of the date of termination; or (d) by Sellers' Representative, if Purchaser shall. have breached any of its representations, warranties, covenants, agreements, obligations or undertakings contained in this Agreement, which breach or failure to perform. (i) would give rise to the failure of a condition set forth in Section. 7.03(a) (Representations and Warranties) or Section 7.03(b) (Performance Obligations of Purchaser), and (ii) has not been or is incapable of being cured by Purchaser within. 30 days after its receipt of written notice thereof from the Company or Sellers' Representative (or if earlier, the Outside Date), but only so long as Holdco, the Company, any Blocker Entity or any Seller is not then in breach of their respective representations, warranties, 62 covenants or agreements contained in this Agreement, which breach would cause the conditions set forth in Section 7.02(a) (Representations and Warranties) or Section 7.02(b) (Performance of Obligations of the Company and the Sellers) not to be satisfied as of the date of termination; or (e) by Sellers' Representative, if (i) all of the conditions set forth in Section 7.01 (Conditions to Each Parry's Obligation) and Section 7.02 (Conditions to Obligation of Purchaser) have been satisfied (other than those conditions that by their terms are to be satisfied or waived at the Closing, but which conditions were capable of being and would have been satisfied had the Closing occurred when it should have occurred pursuant to Section 1.02 (Closing Date)), (ii) Sellers' Representative has irrevocably confirmed in writing to Purchaser that all of the conditions set forth in Section 7.01 (Conditions to Each Party's Obligation) and Section 7.03 (Conditions to Obligation of Holdco, the Company, the Blocker Entities and the Sellers) have been satisfied (other than conditions that by their terms are to be satisfied or waived at the Closing) or irrevocably waived by Sellers' Representative, and Sellers' Representative, Holdco, the Company, the Blocker Entities and the Sellers stand ready, willing and able to consummate the Closing in accordance with the terms of this Agreement (and Sellers' Representative shall not have attempted to revoke such notice) and (iii) Purchaser fails to consummate the Closing within three (3) Business Days after the later of the delivery of the notice pursuant to clause (ii) above and the date on which the Closing would have occurred pursuant to Section 1.02 (Closing Date), and Holdco, the Company, the Blocker Entities and the Sellers were prepared and able to consummate the Closing during such three (3) Business Day period. SECTION 8.02 Effect of Termination. (a) If either of Purchaser or Sellers' Representative is terminating this Agreement pursuant to Section 8.01 (Termination) (other than pursuant to Section 8.01 (a)), such party shall give written notice of such termination to the other. If this Agreement is tenninated as described in Section 8.01 (Termination), this Agreement shall become null and void and of no further force and effect, without any liability or obligation on the part of any party hereto, or any of its directors, managers or officers, except (i) for the provisions of (w) the last sentence of Section 6.02 (Access to Information), (x) Section 8.01 (Termination) and this Section 8.02 (Effect of Termination), (y) Article X (General Provisions) and (z) the Guaranty and the Reimbursement and Indemnification Obligations, in each case which will survive any such termination, and (ii) subject to the limitations set forth in the provisions of this Agreement that survive such termination as set forth in the immediately preceding clause (i) (including Section 8.02(b) and Section 10.17), no party shall be relieved of liability for Willful Breach by such party of any of its covenants, agreements obligations or undertakings set forth in this Agreement prior to termination. (b) In the event that (x) Sellers' Representative terminates this Agreement pursuant to and in accordance with Section. 8.01(d) or. Section 8.01(e) or (y) either Purchaser or the Sellers' Representative terminates this Agreement pursuant to and .in accordance with Section 8.01(b)(1) at a time when the Sellers' Representative could have terminated this Agreement pursuant to and in accordance with Section 8.0.1(d) or Section 8.01(e) (ignoring for this purpose, the three (3) Business Day period referenced in Section 8.01.(e) ser shall. pay, or ii" cause to be paid, to Sellers' Representative an amount equal to (the "Termination 63 Fee") by wire transfer of immediately available funds within two (2) Business Days after such termination. For the avoidance of doubt, in no event shall the Termination Fee be payable on more than one occasion. Notwithstanding anything in this Agreement to the contrary (but subject to the right of Sellers' Representative to seek specific perfonnance in accordance with, and subject to the provisions set forth in, Section 10.15 (Specific Enforcement), (i) the payment of the Tennination Fee if and when due pursuant to and in accordance with this Section 8.02(b) (and the Reimbursement and Indemnification Obligations and any interest or cost of enforcement amounts payable pursuant to Section 8.02(c) (Effect of Ten.nination)) shall be the sole and exclusive .remedy of Holdco, the Company, the Blocker Entities, the Sellers, Sellers' Representative and their respective Nonparty Affiliates against Purchaser, the Guarantor, the .Financing Sources and any of Purchaser's, the Guarantor's or the Financing Sources' Nonparty Affiliates for any loss, damage or other liability of any kind suffered as a result of any breach of any representation or warranty, covenant or agreement or the failure of the Transactions to be consummated or otherwise and, (ii) upon payment of the Termination Fee and any interest or cost of enforcement amounts payable pursuant to Section 8.02(c) (Effect of Termination), except with respect to the .Reimbursement and Indemnification Obligations, none of Purchaser, the Guarantor, the Financing Sources or any of their respective Nonparty Affiliates shall have any further liability or obligation to Holdco, Sellers' Representative, the Blocker Entities, the Sellers or any of their respective Nonparty Affiliates relating to or arising out of this Agreement or the Transactions or the Financing, or in .respect of any other document or theory of law or equity or in respect of any oral representations made or alleged to have been made in connection herewith or therewith, in each case whether at law or at equity, based on contract, tort or strict liability, by the enforcement of any assessment, by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Laws or otherwise and whether by or through any action to avoid or disregard the entity form of a party, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise, by or through a claim by or on behalf of Holdco, the Company, the Blocker Entities, the Sellers, Sellers' Representative or any of their respective Nonparty Affiliates or otherwise. Each party further acknowledges that, solely for purposes of establishing the basis for the amount thereof, and without in any way increasing the amount of the Termination Fee or expanding the circumstances in which the Termination Fee is to be paid or limiting Purchaser's obligations to pay the Reimbursement and Indemnification Obligations and any interest or cost of enforcement amounts payable pursuant to Section 8.02(c) (Effect of Termination), the payment by Purchaser of the Termination Fee is not a penalty, but constitutes liquidated damages in a reasonable amount that will compensate Holdco, the Company, the Blocker .Entities and the Sellers in the circumstances in which such fee is payable for the efforts and resources expended and the opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the transactions contemplated by this Agreement, which amount would otherwise be impossible to calculate with precision. For the avoidance of doubt, (i) under no circumstances will Holdco, the Sellers Representative, the Blocker Entities, the Sellers or any of their respective Nonparty Affiliates be entitled in the aggregate to monetary damages including consequential, special, indirect or punitive damages for, or with respect to, this Agreement or the related transactions, other than the Termination Fee if due and payable hereunder (and the Reimbursement and Indemnification Obligations and any interest or cost of enforcement amounts payable pursuant to Section 8.02(c) (Effect of Tennination)) and (ii) while Sellers' Representative may pursue both a 64 grant of specific performance in accordance with Section 10.15 and the payment of the Termination Fee under this Section 8.02(b), under no circumstances shall Holdco, the Sellers Representative, the Blocker Entities, the Sellers or any of their respective Nonparty Affiliates be permitted or entitled to receive both a grant of specific performance and any money damages, including all or any portion of the Tennination Fee, the Reimbursement and Indemnification Obligations and any interest or cost of enforcement amounts payable pursuant to Section 8.02(c) (Effect of Termination)). (c) The parties acknowledge that the agreements contained in Section 8.02 are an integral part of the Transactions, and that, without these agreements, the parties would not enter into this Agreement. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, no person other than Sellers' Representative may seek to enforce the obligation of Purchaser to pay the Termination Fee pursuant to this Section 8.02. If the Purchaser fails to pay the Termination Fee when due as required pursuant to Section 8.02(b) (Effect of Termination), such Tennination Fee shall accrue interest for the period commencing on the date such Termination Fee became past due, at a rate equal to the rate of interest publicly announced by JPMorgan Chase Bank, N.A., in the City of New York from time to time during such period, as such bank's Prime Lending Rate plus five percent (5%). In addition, if Purchaser fails to pay such Tennination Fee when due, Purchaser shall also pay to the Sellers' Representative all of the Sellers' Representative's, the Sellers' and the Group Companies' costs and expenses (including attorneys' fees) in connection with all Proceedings to collect such Tennination Fee (including a Proceeding for specific performance commenced by Sellers' Representative in accordance with Section 10.15(b) in connection therewith). ARTICLE IX No Survival SECTION 9.01 No Survival. The parties, intending to modify any applicable statute of limitations, agree that (x) none of the representations and warranties of the parties contained in this Agreement or any certificate or Ancillary Document delivered pursuant to this Agreement shall survive the Closing, and (y) none of the covenants of the parties set forth in this Agreement shall survive the Closing except that Section 6.04 (Director and Officer Insurance), Section 6.09 (Public Announcements; Confidentiality), Section 8.02 (Effect of Termination), Article X (General Provisions), the Reimbursement and Indemnification Obligations and any interest or cost of enforcement amounts payable pursuant to Section 8.02(b) (Effect of Termination) or pursuant to Section 10.15 (Specific Enforcement) and any other covenants requiring performance after the Closing or which otherwise expressly by their terms survive the Closing shall survive in accordance with their terms. Purchaser acknowledges and agrees that, neither the Sellers nor the Company shall have any obligation or liability for any costs or expenses (including legal fees and disbursements), judgments, fines, losses, damages or liabilities incurred by Purchaser or any of its Affiliates, successors or assigns for any inaccuracy or breach of any of the Sellers' or the Company's representations, warranties, covenants or agreements in this Agreement other than (a) for a Willful Breach or for Fraud or (b) to terminate this Agreement in accordance with Article VIII or to enforce this Agreement in accordance with Section 10.15. 65 ARTICLE X General Provisions SECTION 10.01 Amendments. This Agreement may not be amended or modified except by an instrument in writing signed by Purchaser and Sellers' Representative (on behalf of itself, Holdco, the Company, each of the Blocker Entities and each of the Sellers). Notwithstanding anything to the contrary contained herein, no modification or waiver of Section 8.02(b), Section 10.02, Section 10.03, Section 10.04, Section 10.12, Section 10.13, Section 10.14, Section 10.15, Section 10.17 and this sentence of Section 10.01 (and any provision of this Agreement to the extent a modification, waiver or termination of such provision would modify the substance of any of the foregoing provisions) that is adverse to the interests of the Financing Sources will be effective against a Financing Source without the prior written consent of such Financing Source. SECTION 10.02 Waivers. Waiver of any term or condition of this Agreement by any party shall only be effective if in writing and delivered by the party or parties entitled to the benefit of such term or condition (it being understood that Sellers' Representative, Holdco, the Blocker Entities, the Company and the Sellers shall be deemed to be a single party for purposes of the foregoing) and shall not be construed as a waiver of any subsequent breach or failure of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure or delay by any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights nor shall any single or partial exercise by any party to this Agreement of any of its rights under this Agreement preclude any other or further exercise of such rights or any other rights under this Agreement. SECTION 10.03 Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the other parties; provided, however, that (a) Purchaser may assign any or all of its rights, interests and obligations under this Agreement to any of its affiliates (so long as Purchaser remains liable for any such obligations assigned) and (b) Purchaser may collaterally assign any or all of its rights and benefits (but not any of its obligations) under this Agreement to any Financing Source, in each case so long as such assignee makes the same representations and warranties to the Sellers as set forth in Article V and a copy of such assignment is concurrently provided to the Sellers' Representative; provided, that no such assignment shall be permitted or effected if such assignment may have the effect of preventing, impairing or delaying the Transaction. Any purported assignment not in accordance with the terms of this Section 10.03 shall be null and void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. SECTION 1.0.04 No Third -Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein expressed or implied shall give or be construed to give to any person, other than the parties hereto and such assigns, any legal or equitable rights hereunder, except (i) if the Closing occurs, the right of the directors, managers and officers of each Blocker Entity and each Group Company set forth in Section 6.04 (Director and Officer Insurance), which are intended for the benefit of the persons and shall be enforceable by the persons referred to in this clause (i), (ii) the rights of the Seller Released Parties identified in Section 10.05 (Purchaser Release), (iii) the rights of the Nonparty Affiliates set forth in Section 8.02(b) (Effect of Termination) this Section 10.04 (No Third -Party Beneficiaries), Section 10.11 (Severability) and Section 10.17 (No Recourse), (iv) the rights of the Legal Counsel set forth in Section 10.18 (Waiver of Conflicts), (v) the rights of the Purchaser Released Parties identified in Section 10.06 (Seller Release); and (vi) the rights of the Guarantor and the Financing Sources identified in Section 8.02(b), Section 10.01, Section 10.03, this Section 10.04, Section 10.12, Section 10.13, Section 10.14, Section 10.15 and Section 10.17. SECTION 10.05 Purchaser Release. Effective as of the Closing, each of Purchaser, Wave Holdco and the Company agrees, on behalf of itself and its affiliates that none of (x) the current or former officers, directors and managers of the Sellers or the Sellers' Representative or the Group Companies, (y) the Sellers or the Sellers' Representative or (z) the current or former equity holders of the Group Companies as of or prior to the Closing Date (the "Seller Released Parties") shall have any liability or responsibility to any of Purchaser, Wave Holdco, the Company or any of the other Group Companies or their respective affiliates for (and each of Purchaser, Wave Holdco and the Company hereby unconditionally releases, on behalf of itself and its affiliates, the Seller Released Parties from) any obligations or liability (other than in the case of Fraud): (a) arising out of, or relating to, the organization, management or operation of the businesses of the Group Companies relating to any matter, occurrence, action or activity on or prior to the Closing Date; (b) relating to this Agreement and the transactions contemplated hereby, except, in the case of the Sellers' Representative and the Sellers, for covenants and agreements which contemplate performance after the Closing or otherwise expressly by their terms survive the Closing, each of which will survive in accordance with its terms; (c) arising out of or due to any inaccuracy or breach of any representation or warranty or the breach of any covenant, undertaking or other agreement contained in this Agreement, the Disclosure Letters, the Annexes, Schedules and Exhibits hereto or in any certificate contemplated hereby and delivered in connection herewith, except, in the case of the Sellers, with respect to the covenants and agreements which contemplate performance after the Closing or otherwise expressly by their terms survive the Closing, each of which will survive in accordance with its terms; or (d) relating to any information (whether written or oral), documents or materials furnished by or on behalf of the Sellers or the Group Companies, including the Evaluation Material (as defined in the Confidentiality Agreement). SECTION 10.06 Seller .Release. Effective as of the Closing, the Sellers' Representative and each Seller agrees, on behalf of itself and its affiliates that none of (x) the current or former officers, directors and managers of the Blocker Entities, the Group Companies or Purchaser or its affiliates, (y) the Blocker .Entities, the Group Companies or Purchaser or its affiliates or (z) the current or former equity holders of the Blocker Entities, the Group Companies or Purchaser or its affiliates as of or prior to the Closing Date (the "Purchaser 67 Released Parties") shall have any liability or responsibility to any of the Sellers' Representative and the Sellers or their respective affiliates for (and each of the Sellers' Representative and Sellers hereby unconditionally releases, on behalf of itself and its affiliates, the Purchaser Released Parties from) any obligations or liability: (a) arising out of, or relating to, the organization, management or operation of the businesses of the Blocker Entities or the Group Companies relating to any matter, occurrence, action or activity on or prior to the Closing Date; (b) relating to this Agreement and the transactions contemplated hereby, except, in the case of Purchaser, for covenants and agreements which contemplate performance after the Closing or otherwise expressly by their terms survive the Closing, each of which will survive .in accordance with its terms; (c) arising out of or due to any inaccuracy or breach of any representation or warranty or the breach of any covenant, undertaking or other agreement contained in this Agreement, the Disclosure Letters, the Annexes, Schedules and Exhibits hereto or in any certificate contemplated hereby and delivered in connection herewith, except, in the case of Purchaser, with respect to the covenants and agreements which contemplate performance after the Closing or otherwise expressly by their terms survive the Closing, each of which will survive in accordance with its terms; or (d) relating to any information (whether written or oral), documents or materials furnished by or on behalf of Purchaser. SECTION 10.07 Notices. All notices or other communications required or permitted to be given hereunder shall be .in writing and shall be deemed duly given upon receipt if delivered personally, by facsimile (which is confirmed), by email (which is confirmed) or sent by overnight courier service (providing proof of delivery), in each case to the appropriate address, email address or facsimile number set forth below (or to such other address, email address or facsimile number as a party may designate by notice to the other parties): (a) if to Purchaser, Patriot Media Consulting LLC 650 College. Road East, Suite 3100 Princeton, NJ 08540 Attention: General Counsel Facsimile: (609) 452-2540 Email: JkrampC;patmedia.us 68 with a copies to: and: and: 301 Commerce Street Suite 3300 Fort Worth, TX 76102 Facsimile: (817) 871-4001 Email: officeofgeneralcounsel@tpg.co.m Attention: Office of the General Counsel 345 California Street San Francisco, CA 91404 Facsimile: (415) 438-6893 Email: afliss@tpg.com Attention: Adam Fliss Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 Telephone: (212) 225-2000 Facsimile: (21.2) 225-3999 Email: jangston@cgsh.com Attention: James E. Langston (b) if to Sellers' Representative (on behalf of itself or other Sellers), Oak Hill Capital Management, LLC 65 East 55`h Street, 32" Floor New York, New York. 10022 Email: jmonsky@oakhil.l.capital.com cmelchior@oakhlllcapital.com. Attention: John R. Monsky Caitlin Melchior with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Facsimile: (212) 492-0546 (212) 492-0650 Email: ajdeckelbaum a-paulweiss.com blavin ypaulweiss.com CH] Attention: Ariel J. Deckelbaum Brian C. Lavin (c) if to the Company, Wave Holdco, LLC 401 Kirkland Parkplace Center, Suite 500 Kirkland, WA 98033 Email: jpenney@wavebroadband.com Attention: General Counsel with a copy to: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 Facsimile: (212) 492-0546 (212) 492-0650 Email: ajdeckelbaum@paulweiss.com blavin@paulweiss.com Attention.: Ariel J. Deckelbaum Brian C. Lavin All such notices and other communications shall be deemed received on the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local time in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt. SECTION 10.08 Interpretation; Exhibits and Schedules; Certain Definitions. (a) When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference shall be to an Article or Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation". The words "hereof', "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references herein to "dollars", "U.S. dollars" or' $" shall be deemed to be references to the lawful money of the United States. All provisions herein qualified by the teen "domestic" or "foreign" shall be construed on the basis that the United States is the relevant domestic country. The words "date hereof' when used in this Agreement shall refer to the date of this Agreement. The terms "or", "any" and "either" are not exclusive. The word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply "if'. The word "will" shall be construed to have the same meaning and effect as the word "shall". Whenever the phrases "ordinary course", 70 "ordinary course of business" or any similar phrase is used in this Agreement it shall be deemed to mean ordinary course of business consistent with past practice. All accounting terms used and not defined herein shall have the respective meanings given to them under GAAP. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Any information "made available" by the Company, the Sellers or Sellers' Representative to Purchaser shall mean any information made available or otherwise accessible to Purchaser or its Representatives prior to the date hereof in that certain virtual data room maintained by the Company through Merrill Corporation and that Purchaser's Representatives have been granted access to prior to the date hereof, or otherwise delivered or provided to Purchaser or its Representatives electronically or physically prior to the date hereof. References to a person are also to its permitted successors and assigns. Capitalized terms used but not defined herein shall have the meanings assigned thereto in Annex A. (b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement. (c) Any matter, information or item disclosed in the Disclosure Letters delivered under any section or subsection of Article II, Article III or Article IV hereof shall be deemed to have been disclosed under each other section or subsection of Article II, Article III or Article IV of this Agreement in respect of which the responsiveness of such disclosure is reasonably apparent on its face (in addition to the section or subsection referenced. in such Disclosure Letter). The inclusion of any matter, information or item in the Disclosure Letters shall not be deemed to constitute an admission of any liability by the Company or the Sellers to any third party or otherwise imply, that any such matter, information or item is material or creates a measure for materiality for the purposes of this Agreement. (d) Each of Cash, Net Working Capital, Indebtedness, Transaction Fees and Change of Control Payments shall be calculated without duplication of any amounts included in the calculation of any other of the foregoing terms. SECTION 1.0.09 Counterparts, This Agreement may be executed in one or more counterparts (including by facsimile or email), all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties. SECTION 10.10 Entire Agreement. This Agreement, the Ancillary Documents and the Confidentiality Agreement, along with the Disclosure Letters, the Annexes, Schedules and Exhibits hereto and thereto, contain the entire agreement and understanding 71 among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings relating to the Transactions. SECTION 10.1.1 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or .Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the Transactions are fulfilled to the extent possible. Notwithstanding the foregoing in this Section 10.11 or anything else in this Agreement to the contrary, it is the intention of the parties hereto that the remedies and limitations on remedies contained in Section 8.02(b), Section 8.02(c), Section 10.15 and Section 10.17 are an integral part of this Agreement and that such remedies and limitations on remedies shall not be severable in any manner that increases a party's or any of its related parties' (including the Guarantor's or any Nonparty Affiliate's) liability or obligations hereunder or under the Equity Commitment Letter. SECTION 10.12 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED IN AND PERFORMED ENTIRELY WITHIN THE STATE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH OF THE PARTIES HERETO (ON BEHALF OF ITSELF AND ITS AFFILIATES) AGREES THAT ANY PROCEEDING OF ANY KIND OR NATURE (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) INVOLVING A FINANCING SOURCE THAT IS IN ANY WAY RELATED TO THIS AGREEMENT OR THE TRANSACTIONS, INCLUDING ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THE DEBT FINANCING, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 1.0.13 Consent to Jurisdiction. All Proceedings arising out of or relating to this Agreement shall be heard and determined in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any Proceeding, any state or federal court within the State of Delaware) and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such Proceeding and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such Proceeding. Notwithstanding anything herein to the contrary, the parties hereto agree that they will not bring or support any action, cause of action, claim, cross -claim or third -party claim of any kind or any nature (whether in law or in equity, whether based upon contract, tort or otherwise) against any Financing Source that is in any way related to this Agreement, the Debt Financing Commitments or any of the transactions contemplated hereby or thereby, including but not limited to any Proceeding or dispute arising out of or relating in any way to any Debt Financing in connection with this Agreement or any other transaction contemplated hereby or any document relating to such Debt Financing or the performance thereof, in any forum other than the Supreme Court of the State of New York, 72 County of New York, or if under applicable Law exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York in the County of New York (and the appellate courts of the foregoing). The consents to jurisdiction and venue set forth in this Section 10.13 (Consent to Jurisdiction) shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any person other than the parties hereto. Each party hereto agrees that service of process upon such party in any Proceeding arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 10.07 (Notices) of this Agreement. Nothing in this Section 10.13 (Consent to Jurisdiction), however, shall affect the right of any party to serve legal process in any other manner permitted by applicable Law. The parties hereto agree that a final judgment in any such Proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law; provided, however, that nothing in the foregoing shall restrict any party's rights to seek any post - judgment relief regarding, or any appeal from, a final trial court judgment. SECTION 10.14 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE DEBT FINANCING OR ANY OF THE TRANSACTIONS RELATED HERETO OR THERETO, INCLUDING ANY PROCEEDING OR COUNTERCLAIM AGAINST ANY FINANCING SOURCE. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) IT UNDERSTANDS AND HAS CONSIDERED THE CONSEQUENCES OF THE FOREGOING WAIVER, (C) IT MAKES SUCH WAIVER VOLUNTARILY AND (D) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 10.14 (WAIVER OF JURY TRIAL). SECTION 10.15 Specific Enforcement. (a) The parties agree that irreparable damage for which monetary relief, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. The parties acknowledge and agree that (i) Purchaser and Sellers' Representative (on behalf of Holdco, the Company, the Blocker Entities and the Sellers) shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the courts described in Section 10.13 (Consent to Jurisdiction) without proof of damages, this being in addition to any other remedy to which they are entitled at Law or in equity and (ii) the right of specific enforcement is an integral part of the Transactions and without that right none of the parties hereto would have entered into this Agreement. The parties agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to 73 Law or inequitable for any reason, and not to assert that a remedy of monetary damages would provide an adequate remedy or that the parties otherwise have an adequate remedy at Law; provided that nothing contained in this sentence shall prohibit a party from opposing a grant of specific perfonmance or other equitable relief on the basis that such remedy is not permitted pursuant to the terms of this Agreement because this Agreement has not been breached in any respect. The parties acknowledge and agree that any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terns and provisions of this Agreement in accordance with this Section 10.15 (Specific Enforcement) shall not be required to provide any bond or other security in connection with any such order or injunction. (b) Notwithstanding Section 10.15(a) or any other provisions of this Agreement to the contrary, it is explicitly agreed that Sellers' Representative (and no other person) shall be entitled to specific performance or other equitable relief to enforce Purchaser's obligation to cause the Equity Financing to be funded or to consummate the Closing if and only if (i) all of the conditions set forth in Article VII (Conditions Precedent) have been satisfied or waived (other than those conditions that by their terns are to be satisfied or waived at the Closing, but which conditions are capable of and would be satisfied at the Closing), (ii) Sellers' Representative has irrevocably confinned in writing to Purchaser that if the Equity Financing and the Debt Financing are funded then Sellers' Representative, Holdco, the Company, the Blocker Entities and the Sellers would consummate the Closing in accordance with the terms of this Agreement (and Sellers' Representative shall not have attempted to revoke such notice) and (iii) the Debt Financing has been funded or will be funded at the Closing if the Equity Financing is funded at the Closing and Purchaser failed to consummate the Closing within three (3) Business Days after the later of the delivery of the notice pursuant to clause (ii) above and the date on which the Closing should have occurred pursuant to Section 1.02 (Closing Date), and Holdco, the Company, the Blocker Entities and the Sellers were prepared and able to consummate the Closing during such three (3) .Business .Day period. For the avoidance of doubt and notwithstanding anything in this Agreement to the contrary, only Sellers' Representative shall be entitled to specific performance or other equitable relief to enforce Purchaser's obligations under this Agreement in accordance with the terms hereof and no other party shall be entitled to seek to specifically enforce Purchaser's obligations under this Agreement (it being acknowledged and agreed that this sentence shall not limit the Sellers' Representative's rights to enforce the Guarantor's obligations under the Equity Commitment Letter). In no event shall Sellers' Representative, the Group Companies or any of their respective affiliates be entitled to, or permitted to seek, specific performance directly against any .Financing Source or to enforce specifically the terns of the Debt Financing Commitments or any other agreements with respect to the Debt Financing; provided that this sentence shall not limit the Sellers' Representative's rights to enforce Purchaser's obligations under this Agreement (including Section 6.13 (Financing) in accordance with the terns hereof. SECTION 1.0.16 Fees and Expenses. Except as otherwise set forth in. this Agreement, all fees and expenses incurred in connection with this Agreement and the Transactions, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party incurring such fees or expenses. SECTION 10.17 No Recourse. Except as set forth in the Confidentiality Agreement (i) all claims, obligations, liabilities, or causes of action (whether in contract or in 74 tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement, or the negotiation, execution, or performance of this Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement), may be made only against (and such representations and warranties are those solely of) the parties to this Agreement, (ii) no person who is not a party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, affiliate, Representative or assignee of, and any financial advisor or lender to, any party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, shareholder, affiliate, agent, attorney, Representative or assignee of, and any financial advisor or lender to, any of the foregoing (collectively, the "Nonparty Affiliates"), shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or based on, in respect of, or by reason of this Agreement or its negotiation, execution, performance, or breach, and, to the maximum extent permitted by Law, each party hereby waives and releases all such liabilities, claims, causes of action, and obligations against any such Nonparty Affiliates and (iii) without limiting the foregoing, to the maximum extent permitted by Law, each party hereby waives and releases any and all rights, claims, demands, or causes of action that may otherwise be available at Law or in equity, or granted by statute, to avoid or disregard the entity form of a party or otherwise impose liability of a party on any Nonparty Affiliate, whether granted by statute or based on theories of equity, agency, control, instrumentality, alter ego, domination, sham, single business enterprise, piercing the veil, unfairness, undercapitalization, or otherwise. The provisions of this Section 10.17 (No Recourse) are intended to be for the benefit of, and shall be enforceable by, each Nonparty Affiliate and each such person's heirs, representatives, successors or assigns, it being expressly agreed that such persons shall be third party beneficiaries of this Section 10.17 (No Recourse). Notwithstanding anything to the contrary in this Agreement and without limiting the foregoing, (x) the foregoing shall not limit the liability of the Sellers in the event of Fraud and (y) no Financing Source shall have any liability to Holdco, the Company, the Blocker Entities, the Sellers or any of their respective Nonparty Affiliates relating to or arising out of this Agreement, the Debt Financing or the Debt Financing Commitments or any related agreements or the transactions contemplated hereby or thereby (including the abandonment or termination thereof), whether at law or equity, in contract or in tort or otherwise, and Holdco, the Company, the Blocker Entities, the Sellers and their respective Nonparty Affiliates shall not have any rights or claims, and shall not seek any loss or damage or any other recovery or judgment of any kind, including direct, indirect, consequential or punitive damages, against any Financing Source under this Agreement, the Debt Financing or the Debt Financing Commitments or any related agreements or the transactions contemplated hereby or thereby (including the abandonment or termination thereof), whether at law or equity, .in contract or in tort or otherwise, and each of Holdco, the Company, the Blocker .Entities and the Sellers (each on behalf of itself, its Subsidiaries and its respective Nonparty Affiliates) .hereby waives any rights or claims against any Financing Source relating to or arising out of this Agreement, the Debt .Financing or the Debt Financing Commitments or any related agreements or the transactions contemplated hereby or thereby (including the abandonment or termination thereof), whether at law or equity, in contract, in tort or otherwise; provided that this sentence shall not limit the Sellers' 75 Representative's rights to enforce Purchaser's obligations under this Agreement (including Section 6.13 (Financing) in accordance with the terms hereof. SECTION 10.18 Waiver of Conflicts. (a) Purchaser agrees, on its own behalf and its affiliates, that, following the Closing, Paul, Weiss and the internal legal counsel of the Sellers or their affiliates (collectively, the "Legal Counsel") may serve as counsel to any Seller, Sellers' Representative and their respective affiliates in connection with any matters related to this Agreement, the Ancillary Documents and the Transactions, including any litigation, claim or obligation arising out of or relating to this Agreement, the Ancillary Documents or the Transactions notwithstanding any representation by the Legal Counsel prior to the Closing Date of any Group Company. (b) Purchaser, each Seller and each Group Company (on behalf of itself and its Subsidiaries) hereby (i) waive any claim they have or may have that the Legal Counsel has a conflict of interest or is otherwise prohibited from engaging in such representation and (ii) agree that, in the event that a dispute arises after the Closing between Purchaser or any Group Company and any Seller or any of their respective affiliates, the Legal Counsel may represent any Seller or any of their respective affiliates in such dispute even though the interests of such person(s) may be directly adverse to any other Seller, Purchaser or any Group Company and even though the .Legal Counsel may have represented a Group Company in a matter substantially related to such dispute. (c) Purchaser represents that Purchaser's own attorney has explained and helped. Purchaser evaluate the implications and risks of waiving the right to assert a future conflict against the Legal Counsel, and Purchaser's consent with respect to this waiver is fully informed. Purchaser, each Seller and each Group Company (on behalf of itself and its Subsidiaries) also further agree that, as to all communications among the Legal Counsel (as well as internal legal counsel of the Group Companies) and the Group Companies and any Seller or any Seller's affiliates and Representatives, that relate in any way to the Transactions, the attorney -client privilege and the expectation of client confidence belongs to Sellers' Representative and may be controlled by Sellers' Representative will not pass to or be claimed by Purchaser, any Seller or any Group Company. In addition, all of the client files and records in the possession of the Legal Counsel (as well as internal legal counsel of the Group Companies) related to this Agreement, the Ancillary Documents and the Transactions will be property of (and be controlled by) Sellers' Representative and no Seller nor any Group Company will retain any copies of such records or have any access to them. (d) Notwithstanding the foregoing, in the event that a dispute arises between Purchaser or any Group Company and a third party other than a party to this Agreement, the Ancillary Documents or the Transactions, the Group Companies may assert the attorney -client privilege to prevent disclosure of confidential communications by the Legal Counsel -(as well as internal legal counsel of the Group Companies) to such third party; provided, however, no Group Company may waive such privilege without the prior written consent of Sellers' Representative. 76 SECTION 10.19 Relationship Among Seller and Phantom Plan Participants. (a) Each Seller and Phantom. Plan Participant hereby appoints Sellers' Representative as the sole representative of such Seller or Phantom Plan Participant, as applicable, to act as the agent and on behalf of such Seller or Phantom Plan Participant, as applicable, for all purposes under this Agreement and the Ancillary Documents, including for the purposes of. (1) acceptance of the portion of the Closing Cash Payment Amount and Phantom Cash Payment Amount payable to such Seller or Phantom Plan Participant, respectively, pursuant to this Agreement, delivery of wire instructions to Purchaser in connection therewith and delivery of any associated funds to the Sellers or Phantom Plan Participants, as applicable, (ii) the preparation and delivery of the Closing Consideration Schedule, (iii) reviewing the Closing Consideration Schedule and any other statements or schedules prepared or provided under the terms of this Agreement or the Ancillary Documents, (iv) determining whether the conditions to closing in Article VII (Conditions Precedent) have been satisfied and supervising the Closing, including waiving any such condition if Sellers' Representative, in its sole discretion, determines that such waiver is appropriate, (v) taking any action that may be necessary or desirable, as determined by Sellers' Representative in its sole discretion, in connection with the tennination of this Agreement or any Ancillary Document in accordance with the terms thereof, (vi) taking any and all actions that may be necessary or desirable, as detennined by Sellers' Representative in its sole discretion, in connection with the amendment of this Agreement or any Ancillary Document in accordance with the terms thereof, (vii) accepting notices on behalf of such Seller in accordance with the teens of this Agreement and each Ancillary Document, (viii) taking any and all actions that may be necessary or desirable, as determined by Sellers' Representative in its sole discretion, in connection with the payment of the costs and expenses incurred with respect to any Group Company, any Blocker Entity or such Seller in accordance with the terms of this Agreement and the Ancillary Documents, (ix) delivering or causing to be delivered to Purchaser at the Closing certificates representing the Hol.dco Units or the .Blocker Capital Stock, as applicable, to be sold by such Seller hereunder, (x) executing and delivering, in Sellers' Representative's capacity as Sellers' Representative of such Seller, any and all notices, documents or certificates to be executed by Sellers' Representative, on behalf of such Seller, in connection with this Agreement, the Ancillary Documents and the Transactions, (xi) agreeing to, negotiating, entering into settlements and compromises of, complying with Orders of courts with respect to, and defending any claim. arising out of or related to this Agreement, and taking all actions necessary or appropriate in the judgment of Sellers' Representative for the accomplishment of the foregoing, (xii) granting any consent or approval on behalf of such Seller under this Agreement or any Ancillary Document in accordance with the teens thereof, (xiii) all matters stated to be within the authority of Sellers' Representative under, or stated to be the responsibility of Sellers' Representative pursuant to, Sections 6.07 (General Tax Matters) and 6.08 (Company Tax Matteis), (xiv) withholding any amounts received by or on behalf of any of the Sellers or Phantom Plan Participants, as applicable, pursuant to this Agreement or any other Ancillary Document (including the Sellers' Representative Reserve Amount and release from the Adjustment Escrow Account or otherwise) to satisfy any and all obligations or liabilities incurred by Sellers' Representative in the performance of its duties hereunder, and (xv) taking any and all other actions and doing any and all other things provided in or contemplated by this Agreement or any Ancillary Document to be performed by Sellers' Representative on behalf of any Seller or Phantom Plan Participant, and each Seller and Phantom Plan Participant hereby expressly authorizes Sellers' Representative to 77 do any and all of the foregoing. Sellers' Representative shall act as the agent for all such persons, shall have authority to bind each such person in accordance with this Agreement and the Ancillary Documents, and Purchaser may rely on such appointment and authority until the receipt of notice of the appointment of a successor upon 30 days' prior written notice to Purchaser. (b) All decisions of Sellers' Representative within the scope of its authority hereunder may be relied upon by Purchaser, its affiliates and any third person, without any liability thereof, and shall be binding and conclusive upon each Seller and Phantom Plan Participant. (c) Each Seller hereby appoints Sellers' Representative as such Seller's true and lawful attorney -in -fact and agent, with full power of substitution and resubstitution, in such Seller's name, place and stead, in any and all capacities, in connection with the Transactions, granting unto said attorney -in -fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the sale of such Seller's Holdco Units or Blocker Capital Stock, as applicable, and in connection with the other Transactions as fully to all intents and purposes as such Seller might or could do in person. (d) The Sellers' Representative shall incur no liability to any of the Sellers or Phantom Plan Participants with respect to any action taken, omitted to be taken, or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other documents believed by it to be genuinely and duly authorized, nor for any other action or inaction. except its own willful breach as may be determined in a final, non -appealable order of a court of competent jurisdiction. The Sellers' Representative may, in all questions arising under this Agreement, or any other agreement (including the Escrow Agreement) in connection with this Agreement, rely on the advice of counsel, accountants and other advisors, and the Sellers' Representative shall not be liable to any of the Sellers and/or Phantom Plan Participants for anything done, omitted or suffered in good faith by the Sellers' Representative based on such advice. The Sellers' Representative is authorized by each of the Sellers and Phantom Plan Participants to incur expenses on behalf of the Sellers and Phantom Plan .Participants in acting hereunder. If the Sellers' Representative shall incur any liability, loss, cost or expense in connection. with acting as such that is not satisfied .in full pursuant to a distribution or payment from the Sellers' Representative Reserve Amount, each of the Sellers and Phantom Plan Participants will, on the written request of the Sellers' Representative, reimburse the Sellers' Representative for its Pro Rata Portion of such liability, loss, cost or expense. The Sellers understand and agree that the Sellers' Representative, its affiliates, partners, members, officers, directors, employees, agents and Representatives are acting solely on behalf of and as agents for the Sellers and Phantom Plan Participants and not in their personal capacity, and in no event shall the Sellers' Representative, or any of its past, present and future affiliates, partners, members, stockholders, officers, directors, employees, agents, Representatives, successors, predecessors, assigns and controlling persons, and any past; present and future affiliates, partners members stockholders, officers, directors, employees, agents, Representatives, successors, predecessors, assigns and controlling persons of any of the foregoing be liable to any of the Sellers or Phantom Plan Participants hereunder or under the Escrow Agreement. 79 (e) Each Seller and Phantom Plan Participant agrees to indemnify the Sellers' Representative and its affiliates, partners, members, officers, directors, employees, agents and Representatives for its respective Pro Rata Portion of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the reasonable fees and expenses of any legal counsel retained by the Sellers' Representative) or disbursements of any kind or nature whatsoever which may at any time be imposed on, or incurred by, or asserted against the Sellers' Representative or any of its affiliates, partners, members, officers, directors, employees, agents or Representatives in any way relating to or arising out of or in connection with the acceptance or administration of the Sellers' Representative's duties hereunder or under the Escrow Agreement or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof; provided, however, that no Seller or Phantom Plan Participant shall be liable for any of the foregoing to the extent they arise from the Sellers' Representative's willful breach as may be determined in a final, non -appealable order of a court of competent jurisdiction. If the foregoing indemnification is for any reason unavailable to the Sellers' Representative or is insufficient to hold the Sellers' Representative hannless, each Seller and Phantom Plan Participant shall contribute to the amount paid or payable by the Sellers' Representative in accordance with its respective Pro Rata Portion. (f) The Sellers' Representative Reserve Amount shall be retained by Sellers' Representative until such time as Sellers' Representative shall determine, and, subject to the terms of this Agreement, the balance of the Sellers' Representative Reserve Amount, if any, shall be delivered by Sellers' Representative to the Sellers in accordance with their respective Pro Rata Portions. No Seller will receive any interest or earnings on. the Sellers' Representative Reserve Amount and irrevocably transfer and assign to Sellers' Representative any ownership right that they may otherwise have had in any such interest or earnings. Sellers' Representative will not be liable for any loss of principal of the Sellers' Representative Reserve Amount other than as a result of its bad faith or willful misconduct. The Sellers' Representative Reserve Amount shall be held in an FDIC -insured account or accounts at a nationally recognized financial institution. (g) In the event that Sellers' Representative becomes unable to perform its responsibilities hereunder or resigns from such position, the Sellers (upon the written election of the Sellers whose Pro Rata Portions represent a majority of the aggregate Pro Rata Portions of all Sellers) shall select another representative to fill the vacancy, and such substituted representative shall, subject to such representative's acceptance of such selection in writing, be deemed to be Sellers' Representative for all purposes of this Agreement and the Ancillary Documents and the documents delivered pursuant hereto. [Signature Page Follows] 79 IN WITNESS. WHEREOF, the Sellers, Holdco, the Company, the Blocker Entities, Purchaser and Sellers' Representative have each duly executed this Agreement as of the date first written above. RADIATE HOLDCO, LLC by Name: Jelffrey B. amp Title: Executive Vice President, Secretary & General Counsel [Signature Page to Securities Purchase Agreement] WAVEDIVISION HOLDINGS, LLC, as Company by: Name: Title: [Signature Page to Securities Purchase Agreement] WAVE HOLDCO, LLC, as Holdco by: \j Name: Title: [Signature Page to Securities Purchase Agreement] SELLERS' REPRESENTATIVE Collectively:: AND: OAK HILL CAPITAL PARTNERS III, L.P. By: OHCP GENPAR III, L.P. its General Partner By: OHCP MGP Partners III, L.P. its General Partner By: OHCP MGP III, LTD. its General Partner By:- y Name: -,o Y1 Al 7--(0 Sk- P� Title: ` OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P. By: OHCP GENPAR III, L.P. its General Partner By: OHCP MGP Partners III, L.P. its General Partner By: OHCP MGP III, LTD. its General Partner By: �i Name:t'1>onr: ` Title: r Gt. c i J- '�.A'� �✓ [Signature Page to Securities Purchase Agreement] OAK HILL CAPITAL PARTNERS III, L.P. By: OHCP GENPAR III, L.P. its General Partner By: OHCP MGP Partners III, L.P. its General Partner By: OHCP MGP III, LTD, its General Partner Name. Title; 1'�F , ' [Signature Page to Securities Purchase Agreement] OAK HILL CAPITAL MANAGEMENT PARTNERS III, L.P. By: OHCP GENPAR III, L.P. its General Partner By: OHCP MGP Partners III, L.P. its General Partner By: OHCP MGP III, LTD.. its General Partner By /l. Name: Pw Title: [Signature Page to Securities Purchase Agreement] OAK HILL CAPITAL PARTNERS III (AIV I), L.P. By: OHCP GENPAR III, L.P. its General Partner By: OHCP MGP Partners III, L.P. its General Partner By: OHCP MGP III, LTD. its General Partner By: �r � , Name: c% iI?r151 Title: [Signature Page to Securities Purchase Agreement] OAK HILL CAPITAL PARTNERS III (AIV II), L.P. By: OHCP GENPAR III, L.P. its General Partner By: OHCP MGP Partners III, L.P. its General Partner By: OHCP MGP III, LTD. its General Partner i — By ' Name. • n � . M00514 t Title I i ,e i 5 [Signature Page to Securities Purchase Agreement] GI WAVE HOLDINGS, LLC By Name: Title: > t [Signature Page to Securities Purchase Agreement] GI PARTNERS FUND III -A, L.P. By: GI GP 11I, L.P. its General Partner - By: GI C7P III, LLC its General Partner By: Name: { G S C/ Title: 2 e [Signature Page to Securities Purchase Agreement] GI PARTNERS FUND 11I-B, L.P. By: GI GP III, L.P. its General Partner By: GI GP 111, LLC its General Partner By; Name: RA) Title: ;;>. i b l [Signature Page to Securities Purchase Agreement] GI PARTNERS FUND III, L.P. By: GI GP III, L.P. its General Partner By: GI GP III, LLC its General Partner [Signature Page to Securities Purchase Agreement] Wayne Schattenkerk [Signature Page to Securities Purchase Agreement] PA 90 1 ME --- r5ot fpwli [Si -nature Page to Securities Purchase Agreement] (�� i I3)on E. S finger f1 1 [Signature Page to Securities Purchase Agreement] Steve eed (May 18, 201, Steven B. Weed [Signature Page to Securities Purchase Agreement] WAVEDIVISION CAPITAL III, LLC S"" weed (Play 177, 2017) By: Name: Steven B. Weed Title: Manager [Signature Page to Securities Purchase Agreement] ANNEX A Definitions For purposes of the Agreement, the following capitalized terms have their respective meanings below: "AccountingPrinciples" rinciples" means the accounting principles, methods and practices utilized in preparing the Audited Financial Statements, applied on a consistent basis, and the rules set forth on Exhibit B; provided that in the event of any conflict between such accounting principles, methods and practices and the rules set forth on Exhibit B, the rules set forth on Exhibit B shall apply. "Actual Adjustment Amount" means (i) an amount equal to (a) Final Closing Working Capital, plus (b) Final Closing Cash, minus (c) Final Closing Indebtedness, minus (d) Final Unpaid Transaction Fees and minus (e) Final Change of Control Payments minus (ii) an amount equal to (a) Estimated Working Capital Amount, plus (b) Estimated Closing Cash Amount, minus (c) Estimated Closing Indebtedness, minus (d) Estimated Unpaid Transaction Fees, and minus (e) Estimated Change of Control Payments. "Adjustment Escrow Funds" means, at any time, the portion of the Adjustment Escrow Amount then remaining in the Adjustment Escrow Account, together with any interest accrued on the Adjustment Escrow Amount at that time. "affiliate" of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person. For purposes of this definition, the term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing (except for purposes of Section 6.03, but only for purposes of determining whether Sellers' Representative is entitled to tenninate this Agreement in accordance with Section 8.01 (Termination)), in no event shall Purchaser or any of its Subsidiaries be considered an affiliate of any investment fund affiliated with TPG or any portfolio company of TPG or any investment fund affiliated with TPG, nor shall any investment fund affiliated with TPG or any portfolio company of TPG or any investment fund affiliated with TPG be considered an affiliate of Purchaser or any of its Subsidiaries. "Ancillary Documents" means the Escrow Agreement, Equity Commitment Letter, the Limited Guaranty and the certificates contemplated by Section 7.02(b) (Conditions to Obligation of Purchaser) and Section 7.03(b) (Conditions to Obligation of Purchaser). "Benefit Plan" means each (1) "employee pension benefit plan" (as defined in Section 3(2) of ER1SA), whether or not subject to ERISA, (ii) post -employment or post - retirement health, medical, life insurance or other welfare benefit plan, program, policy or arrangement, (iii) bonus, incentive, profit-sharing, savings, deferred compensation or equity or equity -based compensation plan, program, policy or arrangement, (iv) change in control, retention, salary continuation, severance or termination plan, program, policy or arrangement, (v) employment or individual consulting agreement or arrangement, (vi) health, medical, life insurance or other welfare benefit plan, program, policy or arrangement, (vii) disability or sick leave benefits, workers' compensation, supplemental unemployment benefits or (viii) other compensation, perquisite, benefit or fringe benefit agreement, plan, program, policy or arrangement, including each "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), whether or not subject to ERISA, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by any Group Company for the benefit of or relating to any Participant, or with respect to which any Group Company has any liability, contingent or otherwise. "Business Day" means any day of the year on which national banking institutions in New York, New York or Seattle, Washington are open to the public for conducting business and are not required or authorized to close. "Cable Act" means the Cable Communications Policy Act of 1984. "Cable System" means a cable system, as such term is defined in 47 U.S.C. § 522(7), of the Group Companies. "Cash" means, as of any particular time, all cash and cash equivalents of the Group Companies on a combined basis and determined in accordance with the Accounting Principles, net of any amounts in respect of uncleared checks, wires or other transfers as of such time; provided that "Cash" shall not include (i) restricted cash, (ii) deposits in escrow with third parties or (iii) cash, cash equivalents or marketable securities securing letters of credit or other payment obligations. "Change of Control Payments" means the aggregate amount of all change of control, bonus, retention, termination, severance or other payments that are payable by any Group Company to any person as a result of or in connection with the consummation of the Closing (alone or in combination with any other event) including any payments made in respect of the Phantom Cash Payment Amount and the cash bonuses described in Section 6.01(b) of the Company Disclosure Letter, together with any employer -paid portion of any employment and payroll taxes related thereto (including any employment or payroll taxes attributable to the settlement of equity or equity based awards pursuant to this Agreement) provided, however, that in no event shall any bonus, termination, severance or other similar payments to employees of the Group Companies pursuant to any agreement or arrangement adopted or entered into by Purchaser (or by the Group Companies at the written direction of Purchaser) after the date hereof or any so-called "double trigger" arrangement that is triggered by the termination of such employee following the consummation of the Closing be considered Change of Control Payments. "Class B Unit .Promissory Notes" means those certain .Promissory Notes, entered into prior to the date of this Agreement, by and between H.oldco and the holders of Class B Units party thereto. "Class B Unit Note Payable" means, with respect to each Class B Unit Promissory Note, the aggregate outstanding principal amount and accrued and unpaid interest A-2 thereon owed under such Class B Unit Promissory Note by the holder of Class B Units party thereto, in each case as of 12:01 a.m., Seattle, Washington time, on the Closing Date (and "Class B Unit Notes Payable" means all such outstanding principal and accrued and unpaid interest under all Class B Unit Promissory Notes as of such time). "Code" means the Internal Revenue Code of 1986. "Communications Act".means the Communications Act of 1934,47 U.S.C. 151 et sue., including amendments by the Cable Communications Policy Act of 1.984, the Cable Television Consumer Protection and Competition Act of 1992, and the Telecommunications Act of 1996, and as may be further amended, and the rules and regulations and published decisions and policies of the FCC thereunder, as in effect from time to time. "Communications Laws" means (a) the Communications Act, (b) the Cable Act, (c) the rules, regulations, and published policies of the FCC, (d) state communications statutes, and the rules, regulations, and published policies of the State PUCs and (e) the local laws, and the rules, regulations, and published policies of the LFAs. "Communications Licenses" means permits, certificates, licenses, registrations, franchises, variances, exemptions, approvals or similar authorizations issued by any Governmental Entity under Communications Laws, including, with respect to the Group Companies, any Franchises, and all other licenses used or held for use in the operation of the Group Companies. A-3 "Company Material Adverse Effect" means any change, effect, event, occurrence, state of facts or development (each, an "Effect") that, individually or in the aggregate, (a) has had or would reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), results of operations or assets of the Group Companies, taken as a whole or (b) has or would reasonably be expected to impair in any material respect the ability of the Group Companies to perform their obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the Transactions; provided, however, that, "Company Material Adverse Effect" shall not include Effects on such business, condition (financial or otherwise), results of operations or assets to the extent arising out of (i) any Effect that generally affects the industries in which the Group Companies operate (including legal and regulatory changes), (ii) any regional, national or international economic, financial, social or political change, event, occurrence, state of facts or development, (iii) Effects generally resulting from changes in the financial, banking or securities markets, (iv) Effects generally resulting from an outbreak or escalation of hostilities, cyber attacks, acts of terrorism, political instability or other regional, national or international calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each case whether or not involving the United States) (v) Effects arising from changes in Laws or accounting principles, including from the adoption or addition of any new Laws or the rescission, expiration or retirement of any current Law, (vi) Effects relating to any acts of God, including any natural disaster such as a hurricane or earthquake, (vii) Effects relating to the identity of Purchaser or its affiliates, (viii) Effects resulting from compliance with the terms and conditions of this Agreement by the Sellers, the Group Companies or consented to in writing by Purchaser (provided that this clause (viii) shall not apply with respect to any representation or warranty set forth in Sections 2.03 or 3.03 or any Group Company's compliance with Section 6.01), (ix) any failure by the Group Companies to meet any internal or published projections, forecasts or predications of revenues, earnings or cash flows for any period (although this clause ix) shall not apply to the facts and circumstances that may have given rise or contributed to any such failure) or (x) the matters set forth in the Company Disclosure Letter; provided, further, that, with respect to each of clauses (i), kiD, fiii , iv , ) and vi above, any such Effect shall only be disregarded and not taken into account in determining whether a Company Material Adverse Effect has occurred to the extent that such Effect does not have a disproportionate effect on the Group Companies, taken as a whole, relative to other participants in the industry in which the Group Companies participate. For the avoidance of doubt, a Company Material Adverse Effect shall be measured only against past performance of the Group Companies, taken as a whole, and not against any forward -looking statements, financial projections or forecasts of the Group Companies. "Compliant" means (i) the Required Information does not contain any untrue statement of a material fact regarding the Group Companies, or omit to state any material fact regarding the Group Companies necessary in order to make such Required Information not misleading in light of the circumstances in which the statements contained in such Required Information were made; (ii) the Company's auditors have not withdrawn any audit opinion with respect to any financial statements included in the Required Information, (iii) the Company's auditors have confirmed they are prepared to issue a customary "comfort" letter (including customary "negative assurance") with respect to the Required Information upon pricing of an offering of securities throughout the Marketing Period (and have provided to Purchaser a draft thereof at or prior to the commencement of such offering); provided that this clause (iii) shall not A-4 apply in the event the Purchaser does not provide to such auditors an offering memorandum that includes the Required Information and is sufficient for such auditors to provide to Purchaser a draft of such a customary "comfort" letter (including customary "negative assurance") with respect to the Required Information for the proposed offering of securities, and (iv) the financial statements and other financial information included in the Required Information is compliant in all material respects with all applicable requirements of Regulation S-X (excluding information required by Regulation S-X Rule 3-05, Rule 3-09, Rule 3-10 and Rule 3-1.6 and other customary exceptions). "Consent" means any authorization, consent, approval, pennit, waiver, or registration. "Contract" means any contract, lease, license, indenture, debenture, note, bond, indenture, mortgage, guarantee, agreement, concession, franchise, license or purchase order, in each case whether written or oral. "Disclosure .Letters" means, collectively, the Company Disclosure Letter and the Purchaser Disclosure .Letter. "Enterprise Value" means $2,365,000,000. "Environmental Law" means any Law or Order promulgated or entered into by or with any Governmental Entity relating to pollution or the protection of the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), natural resources, or the protection of worker health and safety (as it relates to exposure to Hazardous Materials) or endangered or threatened species. ` ERISA" means the Employee Retirement Income Security Act of 1974. "Escrow Agent" means Citibank, N.A. "FCC" means the Federal Communications Commission. "FCPA" means the U.S. Foreign Corrupt Practices Act (15 U.S.C. § 78 dd-1 et seq.), and any rules, regulations and guidance promulgated thereunder. "Financing Sources" means the agents, arrangers, lenders (including the Lenders) and other entities that have committed to provide or arrange the Debt Financing, including the parties to the Debt Financing Commitments, any joinder agreements, indentures, purchase agreements or credit agreements entered pursuant thereto or relating thereto, together with their respective affiliates and their and their respective affiliates' current, former or fixture officers, directors, employees, partners, trustees, shareholders, equityholders, managers, members, limited A-5 partners, controlling persons, agents and representatives and respective successors and assigns of the foregoing persons. "Flow -Through .Income Tax Return" means a Tax Return relating to income Taxes of an entity that reports taxable income (or loss) with respect to the entity but with respect to which the direct or indirect beneficial owners of the entity, and not the entity itself, are required to pay the related Tax (or recognize the related loss). "Franchise" means each franchise (as such term is defined in. the Communications Act), and any renewal thereof, including the franchise agreements, operating permits and similar governing agreements, instruments, approvals, authorizations, acknowledgements and similar rights, granted by a Governmental Entity authorizing the construction, installation, upgrade, maintenance and operation of any part of cable television or systems. "Fraud" means, with respect to a party hereto, an actual and intentional fraud with respect to the making of any representation or warranty set forth in Article II (Representations and Warranties Relating to the Sellers), Article III (Representations and Warranties Relating to the Group Companies), Article IV (Representations and Warranties Relating to the Blocker Entities), or Article V (Representations and Warranties of Purchaser) (as applicable and as limited by Sections 2.07 (No Other Representations and Warranties), 3.27 (No Other Representations and Warranties), 4.06 (No Other Representations and Warranties) and 5.1.2 (No Other Representations and Warranties)); provided, however, that such actual and intentional fraud of such party shall only be deemed to exist if a person listed on Section A of the Company Disclosure Letter or the Purchaser Disclosure Letter, as applicable, .had actual knowledge that the representations and warranties made by such party in Article 11(Representations and Warranties Relating to the Sellers), Article III (Representations and Warranties Relating to the Group Companies), Article IV (Representations and Warranties Relating to the Blocker Entities), or Article V (Representations and Warranties of Purchaser) (as applicable) were actually materially breached when made and with the express intention that the other party would rely thereon to its detriment. "GAAP" means the generally accepted accounting principles in the United States, consistently applied. "GI Blocker Promissory Note" means that certain Promissory Note by and among GI Blocker and the shareholders of GI Blocker party thereto. "GI Blocker Promissory Note Payable" means, with respect to the GI Blocker. Promissory Note, the aggregate outstanding principal amount and accrued and unpaid interest thereon owed under such G.I Blocker Promissory Note by the GI Blocker as of 12:01. a.m., Seattle, Washington. time, on the Closing .Date. "Governmental Entity" means any Federal, state, local or foreign government or any court of competent jurisdiction, administrative agency or commission or other governmental or quasi -governmental authority or instrumentality, domestic or foreign. "Group Companies" means H.oldco and its Subsidiaries, including .Intermediate Holdco, the Company and the Company's Subsidiaries. A-6 "Hazardous Materials" means any petroleum or petroleum products, radioactive materials or wastes, asbestos in any form, polychlorinated biphenyls, hazardous or toxic substance or waste and any other substance or waste that is prohibited, limited, defined or regulated as "hazardous", "toxic", a "pollutant" or a "contaminant" or words of similar import under any Environmental Law. "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976. "Indebtedness" of any person means, as of any particular time, without duplication, (i) the outstanding principal amount of, and accrued interest and any fees, expenses and other payment obligations (including any prepayment premiums, breakage and other amounts), on (a) all indebtedness for borrowed money, (b) all indebtedness evidenced by notes, bonds, debentures or similar instruments, (c) all obligations for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction to the extent such letters of credit, banker's acceptances or similar credit transactions have been drawn upon, (d) interest rate swaps, collars, caps and similar hedging obligations (valued at the termination value thereof), (e) any other indebtedness or obligation reflected or required to be reflected as indebtedness in a consolidated balance sheet, in accordance with GAAP, and (f) all guarantees by such person of the obligations of any other person of the type referred to in subclauses (a) through (e) above and all obligations of any other person of the type referred to in subclauses (a) through (e) above secured by any Lien on any property or assets owned by such person, whether or not such obligations secured by such Lien have been assumed by such person, (ii) all obligations of such person for the deferred purchase price of property, assets, services or equity interests, including "earn -outs" and "seller notes" (but excluding any trade payables or accrued expenses arising in the ordinary course of business), purchase price adjustments, conditional sale or other title retention agreements relating to property or assets purchased by such person, or other contingent consideration, (iii) all obligations of such person under capital leases (including any accrued interest thereon) as determined in accordance with GAAP and (iv) the amount accrued, or required to be accrued, on the consolidated balance sheet of the Company and its Subsidiaries in respect of deferred property taxes in the State of Oregon under the "central assessment" methodology. Notwithstanding the foregoing, Indebtedness will not include (1) amounts otherwise taken into account as current liabilities in Closing Working Capital, (2) any liability or obligation that is included in Transaction Fees or Change of Control Payments and (3) intercompany indebtedness among the Company and any other Group Company. "Intellectual Property" means all intellectual property and similar proprietary rights in any jurisdiction, whether registered or unregistered, including rights in: (1) patents, inventions and invention disclosures, whether or not patentable, (ii) trademarks, service marks, trade names, logos, URLs and Internet domain names, together with all of the goodwill associated therewith, (iii) copyrights, (v) industrial designs, proprietary know-how, confidential business information, business methods and trade secrets, (vi) data, databases, technology and software and-(vii) all applications to register, registrations and renewals, substitutions or extensions of the foregoing. "IRS" means the Internal Revenue Service. A-7 "Knowledge of the Company" or "Company's Knowledge" means, with respect to any matter in question, the actual knowledge of such matter of the individuals listed in Section A of the Company Disclosure Letter. "Knowledge of Purchaser" or "Purchaser's Knowledge" means, with respect to any matter in question, the actual knowledge of such matter of the individuals listed in Section A of the Purchaser Disclosure Letter. "Launch Fee" means any advance or lump sum payments of cash received by or payable to the Company or any of its Subsidiaries or any of their respective affiliates or any Cable System in connection with any Programming Agreement. "Law" means, collectively, any applicable statute, law (including common law), ordinance, decree, order, rule or regulation. "LFA" means any local franchising authority having regulatory authority over cable television services, the Cable Systems, telecommunications service, broadband services, or the Sellers or any Group Company. "Lien" means any and all liens, encumbrances, charges, mortgages, options, pledges, restrictions on transfer, security interests, hypothecations, easements, rights -of -way or encroachments of any nature whatsoever, whether voluntarily incurred or arising by operation of law. "Marketing Period" means the first period of seventeen (17) consecutive Business Days after the date of this Agreement beginning the first day on which (i) Purchaser shall have received the Required Information required pursuant to Section 6.13(c)(i)(x) and such Required Information is Compliant and (ii) all conditions set forth in Article VII have been satisfied or waived (other than those conditions that by their terms require the delivery of a document or the taking of any other action at the Closing or those conditions that are not satisfied due to the action or inaction of the Purchaser or any of its Affiliates, employees or agents) (the "Specified Conditions"), and nothing has occurred and no condition exists that would cause any of such Specified Conditions not to be satisfied assuming the Closing were to be scheduled for any time during such seventeen (17) consecutive Business Day period, and throughout which period (A) all Specified Conditions remain satisfied or waived and (B) nothing has occurred and no condition exists that would cause any of the Specified Conditions not to be satisfied assuming the Closing were to be scheduled for any time during such seventeen (17) consecutive Business Day period; provided, that (i) July 3, 2017 and November 24, 2017 shall not be counted as a Business Day for such. seventeen (17) consecutive Business Day period (provided further that, for the avoidance of doubt, such exclusion shall not .restart such seventeen (17) consecutive Business Day period), (.ii) if such seventeen (17) consecutive Business Day period has not ended on or prior to August .18, 201.7, then such seventeen (17) consecutive Business Day period shall not commence until September 5, 201.7 and (iii) if such seventeen (17) consecutive Business Day period has .not ended on or prior to December 18, 2017, then such seventeen (17) consecutive Business Day period shall not commence until January 3, 2018. Notwithstanding the foregoing, the Marketing Period shall not commence and shall be deemed not to have commenced if, on or prior to the completion of such seventeen (17) consecutive Business Day period, (A) the A-8 Company (or any affiliate thereof) has detennined that a restatement of any financial information included in the Required Information is required, in which case the Marketing Period shall be deemed not to commence unless and until such restatement has been completed and the applicable Required Information has been amended or the Company (and any such affiliate) has concluded that no such restatement shall be required and the requirements in clauses (i) and (ii) above would be satisfied on the first day, throughout and on the last day of such new seventeen (17) consecutive Business Day period, (B) the Company's independent accountants shall have withdrawn any audit opinion with respect to any financial statements contained in the Required Information, in which case the .Marketing .Period shall not be deemed to commence unless and until, at the earliest, a new unqualified audit opinion is issued with respect to such financial statements for the applicable periods by the Company's independent accountants and the requirements in clauses (i) and (ii) above would be satisfied on the first day, throughout and on the last day of such new seventeen (17) consecutive Business Day period, or (C) the Required Information would not be Compliant at any time during such seventeen (17) consecutive Business Day period, in which case a new seventeen (17) consecutive Business Day period shall commence upon the receipt by Purchaser of updated Required Information that would be Compliant and the requirements in clauses (i) and (ii) above would be satisfied on the first day, throughout and on the last day of such new seventeen (17) consecutive Business Day period (it being understood that, if at any time during the .Marketing Period the Required Information provided at the initiation of the Marketing Period ceases to be Compliant, then the Marketing Period shall be deemed not to have occurred); provided, however, that, in the case of each of clauses (A), (B) and (C) above (in the case of clause (C), limited only to clauses (i), (ii) and (iv) of the definition of "Compliant"), the Marketing Period shall be deemed not to have commenced only if, after making the necessary correction or restatement of the applicable Required Information, such corrected or restated Required Information reflects a material and adverse change to the financial condition and results of operations of the Group Companies taken as a whole from that set forth in such Required Information prior to such correction or restatement. Notwithstanding the provisions of this paragraph, the Marketing Period shall end on any earlier date on which the Debt Financing is consummated. "Net Working Capital" means (a) the consolidated current assets of the Group Companies (consisting only of the asset account line items specified as "Current Assets" on Exhibit B), minus (b) the consolidated current liabilities (consisting only of the liability account line items specified as "Current Liabilities" on Exhibit B) of the Group Companies, in each case, determined in. accordance with the Accounting Principles. Notwithstanding the foregoing or anything to the contrary herein, (A) "Net Working Capital" (1) shall include as a current liability the unpaid amount of any annual bonuses earned by Company Employees with respect to any period prior to the Closing, whether or not accrued, and (2) shall not include (x) any amounts taken into account as Closing Indebtedness or any deferred income Tax assets or liabilities or (y) any unpaid franchise or other regulatory fees or any monetary or other penalties resulting from such unpaid fees to the extent such fees and penalties, if any, relate to any period prior to the Closing and payable in connection with the approval of the Transactions and (B) the effect of any non -cash accrual release or non -cash reserve release during the period from March 31, 2017 to the detennination of Final Closing Working Capital (other than adjustments made in accordance with GAAP and consistent with past practices) shall be disregarded from the calculation of Net Working Capital for all purposes hereunder. A-9 "OH Blocker Tax Liability" means the amount of all Taxes required to be paid by or on behalf of OH Wave Blocker I, Inc. and OH Waive Blocker II, Inc. in connection with the 2014 distribution by Holdeo described on Section 4.04 (Taxes) of the Company Disclosure Letter, to the extent unpaid as of 12:01 a.m., Seattle, Washington time, on the Closing Date. "Order" means any judgment, order, decree, writ, injunction, or award of a Governmental Entity acting in an adjudicative capacity, or of an arbitrator with applicable jurisdiction over the subject matter. "Parti�anf" means any current or former director, officer, employee, contractor or consultant of any Group Company, any Blocker .Entity or any affiliate of any Seller. "Permit" means any federal, state, local or other, whether domestic or foreign, approval, consent, license, certificate, registration, ratification, permission, clearance, franchise, designation, registration, qualification, exemption, accreditation, pennit, waiver or other authorization issued, granted, given or otherwise made available by or under a Government Entity or pursuant to any legal requirement. "Permitted Liens" means (i) Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings by a Group Company, (ii) non- exclusive licenses of Intellectual Property in the ordinary course of business, (iii) in the case of the Company Owned Real Property, the Company Leased Real Property, and the Company Real Property Interests, covenants, rights of parties in possession, encumbrances, easements, rights, restrictions, pennits, licenses, rights of way, encroachments, title defects and other irregularities in, or exceptions to, title and any conditions with respect to real property that would be disclosed by a physical inspection of the property or a current survey or title report or the public record, in each case, that do not secure an obligation to pay indebtedness and that do not materially impair, individually or collectively, the present ownership, use, occupancy or value of the affected property, (iv) Liens to secure landlords, lessors or renters under leases or rental agreements incurred in the ordinary course of business, (v) deposits or pledges made in connection with, or to secure payment of, workers' compensation, unemployment insurance, old age pension programs mandated under applicable Laws or other social security programs and not as a result of a violation thereof, (vi) statutory Liens in favor of carriers, warehousemen, mechanics and materialmen, or statutory Liens to secure claims for labor, materials or supplies and other like Liens incurred in the ordinary course of business for amounts not yet due and payable or that are being contested in good faith by appropriate proceedings by a Group Company or Purchaser and for which adequate reserves have been established in accordance with GAAP, (vii) conditional sales or similar security interests granted in connection with the lease or purchase of equipment or supplies in the ordinary course of business, (viii) restrictions on transfer of securities imposed by applicable securities Laws, (ix) zoning, entitlement, building and other land use regulations and codes imposed by any Governmental. Entity having jurisdiction over the Company Owned Real Property, the Company Leased .Real Property or the Company Real .Property Interests, (x) with respect to the Company Leased Real .Property, the terms and conditions of the lease or license applicable thereto, (xi) any right, title or interest of a .lessor, sublessor or licensor under any of the Real .Property Leases, (xii) in. the case of the Company .Leased .Real. Property, any Lien to which the fee simple interest (or any superior leasehold interest) in such Company Leased Real Property is subject, (xiii) leases and subleases of Company Owned Real Property, E Company Leased Real Property and Company Real Property Interests and rights to use and occupy Company Owned Real Property, Company Leased Real Property and Company Real Property Interests by other parties, in the case of this clause (xii) to the extent listed in Schedule 3.13(b) (Real Property), 3.13(c) (Real Property) or 3.13(d) (Real Property) and (xiv) any Liens that will be released in connection with the Closing. " ep rson" means any natural person, firm, corporation, partnership, limited liability company, trust, association, joint venture, Governmental Entity, unincorporated organization or other entity. "Personal Data" means all data relating to one or more individuals that is personally identifying (i.e., data that identifies an individual or, in combination with any other information or data available to any Group Company, is capable of identifying an individual). "Phantom Cash Payment Amount" means the aggregate amount (without duplication) owed under the Phantom Plan calculated as of the Closing in accordance with the Phantom Plan and this Agreement. "Phantom Plan" means that certain Wave Holdco, LLC Phantom Unit Appreciation Plan. "Phantom Plan Participants" means the employees of the Company participating in and holding outstanding awards under, the Phantom Plan as of the Closing. "Pre -Closing Tax Period" means any taxable period (or portion thereof) that ends on or before the Closing Date. "Pro Rata Portion" means, with respect to any Seller or Phantom Plan Participant, and with respect to each applicable payment contemplated herein, a percentage, as set forth opposite such person's name on Schedule 1II to be delivered by Sellers' Representative prior to the Closing. "Proceeding" means any action, arbitration, hearing, investigation, litigation, suit or other proceeding (whether civil, criminal, administrative, or investigative) commenced, brought, conducted or heard by or before, any Governmental Entity or arbitrator. "Programing_ Agreement" means any contract pursuant to which the Company or any of its Subsidiaries has the right to carry audio and/or video content or programming (or pay for or otherwise provide compensation to obtain video content or programming) and/or licensed video services on any Cable System and all related arrangements, including with respect to the programming and launch initiatives and support; provided, that "Programming Agreement' shall not include any local Cable System leased access agreement required by any Law or Governmental Entity. "Purchaser .Material Adverse Effect" means any Effect that has or would reasonably be expected to impair in any material respect the ability of Purchaser to perform its obligations under this Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the Transactions. M® "Related Person" means: (i) with respect to any individual, each other member of such individual's Family; and (ii) with respect to any person other than an individual, any person that is an affiliate of such person or a director, officer or employee of such person or affiliate. For purposes of this definition, "Family" of an individual includes (a) the individual, (b) such individual's spouse or former spouse and (c) such individual's mother, father, mother-in-law, father-in-law, sibling or child. "Release" means any actual or threatened release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the indoor or outdoor environment. "Representatives" means, with respect to any person, its officers, directors, principals, partners, managers, members, employees, consultants, agents, financial advisors, investment bankers, attorneys, accountants, other advisors and other representatives. "Solvent" means, with respect to any person, that as of the date of determination, both (a) (i) the sum of such person's debts (including contingent liabilities) does not exceed the present fair saleable value of such person's present assets, (ii) such person's capital is not unreasonably small in relation to its business as contemplated on the Closing Date or with respect to any transaction contemplated to be undertaken after the Closing Date, and (iii) such person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it shall incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such person is "solvent" within the meaning given that term and similar terms under the Bankruptcy Code and Laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5). "Specified 2017 CapEx Budget" means the monthly cumulative capital expenditures budget of the Group Companies for the 2017 fiscal year set forth on Schedule 1V delivered herewith, as adjusted to take into account any additional capital expenditures for the 2017 fiscal year approved by the board of directors of Holdco after the date of this Agreement in accordance with Section 6.01(b). "Specified 2018 CapEx Budget" means the monthly cumulative capital expenditures budget of the Group Companies for the 2018 fiscal year approved by the board of directors of Holdco after the date of this Agreement, as adjusted to take into account any additional capital expenditures for the 201.8 fiscal year approved by the board of directors of Holdco, in each case in accordance with Section 6.01(b). A-12 "State PUC" means any state or local public service or public utilities commission (or the equivalent) having regulatory authority over telecommunications or over the Sellers or any Group Company with respect to their provision of telecommunications. "Straddle Period" means any taxable period that includes (but does not end on) the Closing Date. In the case of any Straddle Period, the portion of any such Taxes that constitutes Pre -Closing Taxes shall: (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with any sale, transfer or assignment or any deemed sale, transfer or assignment of property (real or personal, tangible or intangible), A-13 equal to the amount that would be payable if the Tax year or period ended on the Closing Date; and (ii) in the case of Taxes (other than those described in clause (i) above) that are imposed on a periodic basis with respect to the business or assets of the Group Companies or otherwise measured by the level of any item, equal the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding Tax period) multiplied by a fraction the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i) of the preceding sentence, any exemption., deduction, credit or other item (including, without limitation, the effect of any graduated rates of Tax) that is calculated on an annual basis shall be allocated to the portion of the Straddle Period ending on the Closing Date on a pro rata basis determined by .multiplying the total amount of such item allocated to the Straddle Period times a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. In the case of any Tax based upon or measured by capital (including net worth or long-term debt) or intangibles, any amount thereof required to be allocated under this definition shall be computed by reference to the level of such items on the Closing .Date. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with past practice of the Group Companies. The parties hereto will, to the extentt permitted by applicable law, elect with the relevant Taxing Authority to treat a portion of any Straddle Period as a short taxable period ending as of the close of business on the Closing Date. "Subscribers" mean subscribers of the Cable Systems. "Subsidiary" means, with respect to a specified person, any corporation, partnership, limited liability company, limited liability partnership, joint venture or other legal entity of which the specified person (either alone and/or through and/or together with any other Subsidiary) owns, directly or indirectly, more than 50% of the voting stock or other equity or partnership interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body, of such legal entity or of which the specified person controls the management. "Tax" means all forms of taxation or duties imposed by a Governmental Entity, in each case in the nature of a tax, together with any related interest, penalties or other additions to tax. "Tax .Return" or "Tax. Returns" means all returns, declarations of estimated Tax payments, reports, estimates, information returns and statements, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any Taxing Authority in connection with the determination, assessment, collection or administration of any Taxes. "Taxing Authority" means any domestic, foreign, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi -governmental body exercising Tax authority. A-14 "TPG" means TPG Partners VII, L.P. and its affiliates. "Willful Breach" means an intentional and willful breach, or an intentional and willful failure to perform, in each case that is the consequence of an act or omission by a party with the actual knowledge that the taking of such act or failure to take such action would cause a material breach of this Agreement. In addition to the terms defined above, below is a list of terms defined elsewhere in the Agreement. Term 2019 Notes .................................... 2019 Notes Indenture .................... 2019 Notes Notice ......................... 2020 Notes .................................... 2020 Notes Indenture .................... 2020 Notes Notice ......................... Accounting Firm ........................... Adjustment Escrow Account ........ Adjustment Escrow Amount......... Section ................................................... 6.14(b)(i) ................................................... 6.14(b)(ii) ................................................... 6.14(a) ...... ................................. I ... I ....... _ 6.14(b)(iii) ................................................... 6.14(b)(iv) ................................................... 6.14(a) ................................................... 1.07(b) ................................................... 1.03 (d)(v) .................................................. 1.03 (d)(v) A-15 Term Section Adjustment Escrow Excess Amount ................................................ 1.08(b) Affiliate Contracts............................................................................ 3.20 Agreement........................................................................................ Preamble Alternative Debt Financing.............................................................. 6.13(b) Alternative Debt Financing Commitment ........................................ 6.13(b) Anti -Bribery Laws........................................................................... 3.11 Audited Financial Statements.......................................................... 3.06(a) BalanceSheet................................................................................... 3.06(a) Blocker............................................................................................. Recitals Blocker............................................................................................. Recitals Blocker Capital Stock...................................................................... Recitals Blocker Reorganization................................................................... Recitals ClassA Units................................................................................... Recitals ClassB Units.................................................................................... Recitals Closing............................................................................................. 1.02 Closing Consideration Schedule...................................................... 1.06(b) ClosingDate..................................................................................... 1.02 Closing Statement............................................................................ 1.06(a) Collective Bargaining Agreement .................................................... 3.19(a) Company.......................................................................................... Preamble Company Disclosure Letter............................................................. II CompanyEmployee......................................................................... 6.05(b) CompanyIT Assets.......................................................................... 3.14(e) Company Leased Real Property....................................................... 3.13(b) Company Owned Real Property...................................................... 3.13(a) Company Real Property Interests .................................................... 3.13(d) CompanyUnits................................................................................ Recitals Confidentiality Agreement............................................................... 6.02 Corporation...................................................................................... 6.06 D&O Indemnified Party................................................................... 6.04(a) DebtFinancing................................................................................. 5.06 Debt Financing Commitments......................................................... 5.06 DirectOwner.................................................................................... Recitals DirectOwners.................................................................................. Recitals Employment Matters........................................................................ 3.19(b) Enforceability Exceptions ......................................... I...................... 2.02 Equity Commitment Letter.............................................................. 5.06 EquityFinancing.............................................................................. 5.06 Escrow Agreement........................................................................... 1.03(d)(v) Estimated Change of Control .Payments .......................................... 1.06(a) Estimated Closing Cash Amount ..................................................... 1.06(a) Estimated Closing Indebtedness...................................................... 1.06(a) Estimated Unpaid Transaction Fees ................................................. 1.06(a) Estimated Working Capital Amount ................................................ 1.06(a) FCC Deemed Affiliate..................................................................... 5.04(e) A-16 Term Section Final Change of Control Payments .................................................. 1.07(c) Final Closing Cash........................................................................... 1.07(c) Final Closing Indebtedness.............................................................. 1.07(c) Final Closing Working Capital........................................................ 1.07(c) Final Fair Market Value Balance Sheet ........................................... 6.08(b)(iv) Final Unpaid Transaction Fees ........................................................ 1.07(c) Financial Statements........................................................................ 3.06(a) Financing.......................................................................................... 5.06 Financing Commitments.................................................................. 5.06 GIBlocker........................................................................................ Recitals GI Blocker Sellers............................................................................ 1.03(f) GI Partners....................................................................................... Recitals GIWave............................................................................................Recitals Guarantor......................................................................................... Recitals Holdco.............................................................................................. Recitals Holdco LLC Agreement.................................................................. 6.16 HoldcoUnits.................................................................................... Recitals Indirect Owner................................................................................. Recitals Indirect Owners................................................................................ Recitals Insurance Policies............................................................................ 3.16 Interim Financial Statements........................................................... 3.06(a) Intermediate Holdco......................................................................... Recitals Intermediate Holdco Units............................................................... Recitals Invoices............................................................................................ 1.05 LegalCounsel.................................................................................. 10.18(a) Legal Restraints............................................................................... 7.01(b) Lenders............................................................................................. 5.06 Limited Guaranty............................................................................. Recitals Losses............................................................................................... 6.04(b) Material Contracts............................................................................ 3.15(b) Material Real Property Lease........................................................... 3.13(c) Nonparty Affiliates.......................................................................... 10.17 Notice of Disagreement................................................................... 1.07(b) OutsideDate..................................................................................... 8.01(b)(1) Owned .Intellectual Property ............................................................ 3.14(a) Paul, Weiss....................................................................................... 1.02 Payoff Documents............................................................................ 1.04 PhantomUnits.................................................................................. 3.05(a) Preliminary Fair Market Value Balance Sheet ................................ 6.08(b)(1) Preliminary Statement...................................................................... 1.07 PriorPlan........................................................................................ 6.05(b) Purchaser.......................................................................................... Preamble Purchaser Disclosure Letter............................................................. V Purchaser Payoff .Indebtedness........................................................ 1.04 Purchaser Released Parties.............................................................. 10.06 A-17 Term Section Real Property Lease......................................................................... 3.13(b) RegulatoryFilings............................................................................ 6.03(f) Reimbursement and Indemnification Obligations ........................... 6.1.3(c)(viii) Replacement Financing.................................................................... 6.13(b) Required Information....................................................................... 6.13(c)(i) Revised Closing Statement.............................................................. 1.07 Section 280G Payments................................................................... 6.06 Seller Material Adverse Effect......................................................... 2.01 Seller Released Parties..................................................................... 1.0.05 Sellers............................................................................................... Recitals Sellers' Representative..................................................................... Preamble Straddle Period................................................................................. 10.19(g) Successor Plan................................................................................. 6.05(b) Tax................................................................................................... 10.19(g) TaxProceeding................................................................................ 6.08(g) TaxReturn ....................................................................................... 10.19(g) TaxReturns...................................................................................... 1.0.19(g) Tax Sharing Agreement................................................................... 3.17(e) TaxingAuthority.............................................................................. 1, 0.19(g) Termination Fee............................................................................... 8.02(b) Transactions..................................................................................... 1.01 Transfer Taxes................................................................................. 6.07(c) Unresolved Matters.......................................................................... 1.07(c) FINAL FORM CONFIDENTIAL COMPANY DISCLOSURE LETTER This Company Disclosure Letter sets forth the exceptions or other information related to the representations and warranties concerning the Group Companies, the Sellers and the Blocker Entities contained in the Securities Purchase Agreement, dated as of May 18, 2017 (the "Agreement") by and among Radiate HoldCo, LLC, a Delaware limited liability company ("Purchaser"), WaveDivision Holdings, LLC, a Delaware limited liability company (the "Company"), Wave Holdco, LLC, a Delaware limited liability company ("Holdco"), each of the Sellers (as defined therein) and Oak Hill Capital Partners III, L.P. and Oak Hill Capital Management Partners III, L.P., collectively, as representative of the Sellers ("Sellers' Representative"). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement. Any matter, information or item disclosed in this Company Disclosure Letter delivered under any specific representation, warranty or covenant or Schedule number of the Agreement, shall be deemed to have been disclosed for all purposes of the Agreement in response to every representation, warranty or covenant in the Agreement in respect of which such disclosure is reasonably apparent on its face (in addition to the Section referenced in such Disclosure Letter). The inclusion of any matter, information or item in this Company Disclosure Letter shall not be deemed to constitute an admission of any liability by the Company or the Sellers to any third party or otherwise imply, that any such matter, information or item is material or creates a measure for materiality for the purposes of the Agreement. The headings contained in this Company Disclosure Letter are included for convenience only, and are not intended to limit the effect of the disclosures contained in this Company Disclosure Letter or to expand the scope of the information required to be disclosed in this Company Disclosure Letter. INDEX PP—a2e Schedule1.04 Payoff Letters....................................................................................................................... 3 Schedule 2.02 Authorization, Execution and Enforceability.......................................................................4 Schedule 2.05 Holdco Units, Blocker Capital Stock................................................................................... 5 Schedule3.03 Non-Contravention...............................................................................................................6 Schedule 3.04 No Governmental Consents or Permits.............................................................................. 15 Schedule 3.05(a) Capital Structure............................................................................................................16 Schedule 3.06 Financial Statements; Internal Controls............................................................................. 22 Schedule 3.08 Absence of Undisclosed Liabilities................................................................................... 23 Schedule 3.09 Litigation; Orders.............................................................................................................. 24 Schedule 3.10 Permits Communications Licenses and Compliance with Laws........................................28 Schedule 3.12 Environmental Matters......................................................................................................29 Schedule3.13 Real Property ...................................................................................................................... 30 Schedule 3.14 Intellectual Property........................................................................................................... 42 Schedule3.15(a) Contracts........................................................................................................................ 51 Schedule3.17(b) Taxes.............................................................................................................................90 Schedule3.18 Benefit Plans...................................................................................................................... 91 Schedule 3.20 Transactions with Affiliates............................................................................................... 93 Schedule3.21 Franchises..........................................................................................................................96 Schedule 3.22 Fiber Network...................................................................................................................124 Schedule 3.23 Franchise Renewal Rights................................................................................................ 125 Schedule 3.24 System Information.......................................................................................................... 126 Schedule 4.02 Blocker Capital Stock....................................................................................................... 127 Schedule4.03 Holding Company............................................................................................................ 128 Schedule4.04 Taxes................................................................................................................................ 129 Schedule 6.01(b) Conduct of the Business.............................................................................................. 130 i Pate Schedule 6.03(f) Regulatory Filings........................................................................................................ 131 Schedule 6.05 Employee Matters.............................................................................................................135 Schedule 6.15 Blocker Matters................................................................................................................ 136 Schedule 7.01(a)(ii) Governmental Approvals........................................................................................ 137 ScheduleA Knowledge............................................................................................................................ 139 Schedule 1.04 Payoff Letters Indebtedness under the Credit Agreement, dated as of August 9, 2012, by and among Intermediate Holdco, the Company, the Lenders (as defined therein) party thereto, Wells Fargo Bank, National Association, as Administrative Agent ("Wells"), Deutsche Bank Securities Inc., as Syndication Agent, Royal Bank of Canada, SunTrust Bank, CIT Lending Services Corporation and CoBank, ACB, as Co -Documentation Agents, and Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., and RBC Capital Markets, as Joint Lead Arrangers and Joint Book -Running Managers, as amended by the First Amendment to Credit Agreement, dated as of February 8, 2013, the Second Amendment to Credit Agreement, dated as of August 15, 2016, and the Third Amendment to Credit Agreement, dated as of February 16, 2017. Indebtedness under the Indenture, dated as of August 21, 2012, by and among WaveDivision Escrow LLC and WaveDivision Escrow Corporation as the Escrow Issuers, the Company and the Corporation as Co -Issuers, and. Wells as Trustee, as supplemented by the First Supplemental Indenture, dated as of October 12, 2012, by and among the Company and the Corporation, Wells, and WaveDivision I, LLC, WaveDivision II, LLC, WaveDivision III, LLC, WaveDivision IV, LLC, WaveDivision. VII, LLC, Cedar Communications, LLC, Astound Broadband, LLC, Wave/Powers Acquisition, LLC and Wave Business Services, LLC, as supplemented by the Second Supplemental Indenture, dated as of December 27, 2012, adding WDH Black, LLC as a Guarantor, the Third Supplemental Indenture, dated April 13, 2015, adding Seattle's Best Internet, LLC as a Guarantor, and the Fourth Supplemental Indenture, dated as of June 26, 2015, adding Wave Data Centers, LLC as a Guarantor, along with the Notes (as defined therein) and the other documents related thereto, including the Purchase Agreement, dated as of April 15, 2015, by and among the Company and the Corporation as Issuers, WaveDivision I, LLC, WaveDivision II, LLC, WaveDivision III, LLC, WaveDivision IV, LLC, WaveDivision VII, LLC, Cedar Communications, LLC, Astound Broadband, LLC, Wave/Powers Acquisition, LLC, Wave Business Solutions, LLC, WDH Black Rock, LLC, and Seattle's Best Internet, LLC as the Guarantors, and Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, RBC Capital Markets, LLC, and SunTrust Robinson Humphrey, Inc. as the Initial Purchasers. 3. Indebtedness under the Indenture, dated as of June 25, 2014, by and among Holdco and Wave Holdco Corporation as Issuers, and Wells as Trustee, along with the Notes (as defined therein) and the other documents related thereto, including the Purchase Agreement, dated as of June 18, 2014, by and among Holdco and Wave Holdco Corporation as Issuers, and Deutsche Bank Securities Inc., Wells Fargo Securities, LLC, RBC Capital Markets, LLC, and SunTrust Robinson Humphrey, Inc. as the Initial Purchasers. Schedule 2.02 Authorization, Execution and Enforceability Certain holders of Class B Units have not executed the Agreement as of the date hereof. If any such Class B Unit holder has not executed and delivered the Agreement by June 19, 2017, then the Oak Hill Members (as described in Section 6.16 of the Agreement) will comply with the provisions of Section 6.16 of the Agreement. Schedule 2,05 Holdco Units, Blocker Capital Stock (a) Amended and Restated Limited Liability Company Agreement of Wave Holdco, LLC, dated as of June 24, 2014 (c) Amended and Restated Limited Liability Company Agreement of Wave Holdco, LLC, dated as of June 24, 2014 Schedule 3.03 Non -Contravention (b) The following Contracts require consent and/or notice for a change of control of Holdco: Bremerton, WA WaveDivision IV, LLC Ordinance No. 5100 Canby, OR WaveDivision VII, LLC Cable Television Franchise Agreement granted 4/8/1999 Resolution No. 963 last signed 11/7/2007 Ordinance No. 1347 passed 10/19/2011 Entiat, WA WaveDivision I, LLC Ordinance No. 475 accepted 5/24/1995 Ordinance No. 543 adopted 11/12/1998 Letter re name change dated 7/l/2008 Closing Notice dated 1/26/2012 (expired) King County, WA WaveDivision 1, LLC Ordinance No. 17670 (Cable System Franchise d/b/a Wave Broadband No. 5602) dated 9/26/2013 Kitsap County, WA WaveDivision IV, LLC Ordinance No. 444-2010 enacted 1/11/2010 La Conner, WA Wave Division II, LLC Ordinance No. 1131 passed 11/10/2015 Marysville, WA WaveDivision 1, LLC Ordinance No. 2993 passed and approved 6/22/2015 Mason County, WA WaveDivision 1V, LLC Cable Television Franchise dated 9/6/2011 d/b/a Wave Broadband Mt. Angel, OR WaveDivision VII, LLC Ordinance No. 725 passed 7/6/2010 d/b/a Wave Broadband Oregon City, OR WaveDivision VII, LLC Cable Television Franchise Agreement dated 2/12/2008 Pierce County, WA WaveDivision I, LLC Ordinance No. 2005-16 passed 5/24/2005 Closing Notice dated 1/26/2012 Ordinance No. 2012-6 passed 4/17/2012 Acceptance of Franchise dated 10/12/2012 6 Port Orchard, WA WaveDivision IV, LLC Cable Television Franchise dated 8/28/2006 First Amendment to Cable Television Franchise Agreement (Contract No. 001-90) dated 8/1/2010 Port Townsend, WA I WaveDivision I, LLC Seattle, WA WaveDivision I, LLC Skagit County, WA Cedar Communications, LLC Skagit County, WA WaveDivision II, LLC Skagit County, WA WaveDivision I, LLC (BNW) Ordinance No. 2536 passed 8/19/1996 Ordinance No. 2672 adopted 12/7/1998 Ordinance No. 3068 adopted 12/8/2011 Closing Notice dated 1/26/2012 Ordinance No. 3153 adopted 7/18/2016 Ordinance 122514 accepted 10/11/2007 Ordinance 122515 approved 10/11/2007 Inspection and Correction Agreement dated 5/10/2010 Ordinance 123741 approved 11/21/2011 Franchise Acceptance dated 12/15/2011 Assignment of Cable Franchise Consent Agreement last signed 1/13/2012 Closing Notice dated 1/16/2012 Cable Franchise Agreement (Contract #C20090373) dated 6/2/2009 Cable Franchise Agreement (Contract #C20090372) dated 6/2/2009 Order Granting Application for Franchise No. 11782 dated 10/10/1988 Order Granting Application for Franchise No. 12123 dated 7/10/1989 Resolution No. 17225 dated 11/24/1998 Letter re Name Change dated 7/1/2008 Closing Notice dated 1/26/2012 Cable Franchise Agreement (Contract #C20010525) effective 11/28/2011 Snohomish County WaveDivision I, LLC Ordinance No. 12-080 accepted 11/6/2012 Stanwood, WA WaveDivision I, LLC Ordinance 1391 approved 4/23/2015 7 d/b/a Wave Broadband Stayton, OR WaveDivision VII, LLC Ordinance No. 876 adopted 3/7/2005 d/b/a Wave Broadband Exhibit A to Resolution No. 810 adopted 11/15/2007 Ordinance No. 991 adopted 11/2/2015 Ordinance No. 1003 adopted 12/5/2016 Sublimity, OR WaveDivision VII, LLC Ordinance No. 715 approved 8/9/2010 U.S. Navy (WA) WaveDivision IV, LLC Cable Television Franchise, Navy Region Northwest - Naval Base Kitsap last signed 6/27/2011 Woodburn, OR WaveDivision VII, LLC Council Bill No. 2919, Ordinance No. 2500 d/b/a Wave Broadband approved 3/13/2013 Arlington, WA Astound Broadband, LLC Ordinance No. 2013-012, effective 9/10/2013 Bothell, WA Astound Broadband, LLC Ordinance No. 2151 (2014), effective 6/14/2014 Buckley, WA Astound Broadband, LLC Ordinance No. 11-16, effective 4/25/2016 Burien, WA Astound Broadband, LLC Ordinance No. 642, effective 6/28/2016 Castle Rock, WA Astound Broadband, LLC (Cascade Networks, Inc.) Ordinance No. 2008-04, effective 9/3/2008 Cathlamet, WA Astound Broadband, LLC Ordinance #551-12, effective 8/8/2012 Resolution No. 350-16, effective 12/19/2016 Centralia, WA Astound Broadband, LLC Ordinance No. 2349, effective 4/29/2015 Cowlitz County, WA Astound Broadband, LLC Ordinance No. 16-079, effective 7/5/2016 Dayton, OR Astound Broadband, LLC Ordinance No. 622 + Dayton Municipal Code 6.11 Gig Harbor, WA Astound Broadband, LLC Ordinance No. 1336, effective 5/31/2016 Jefferson, OR Astound Broadband, LLC Ordinance No. 689 + Jefferson Municipal Code K. 7.24 Kalama, WA Astound Broadband, LLC Ordinance No. 1221, effective 7/18/2008 Letter dated 12/5/2016 from the City of Kalama consenting to transfer of Franchise Kelso, WA Astound Broadband, LLC Cascade Networks, Inc. Franchise, effective 1/25/2004 Resolution No. 16-1169, effective 12/6/2016 Ordinance No. 17-3885 adopted 1/3/2017 Kent, WA Astound Broadband, LLC Ordinance No. 4144, , approved 4/7/2015 Lake Oswego, OR Astound Broadband, LLC Ordinance No. 2693, effective 12/17/2015 Lewis County, WA Astound Broadband, LLC Resolution No. #14-247 Nonexclusive (Cascade Networks, Inc.) Telecommunications Franchise, effective 9/15/2014 Milton, WA Astound Broadband, LLC Ordinance No. 16-1896, effective 6/14/2016 Mountlake Terrace, Astound Broadband, LLC Ordinance No. 2628, effective 8/28/2013 WA Mukilteo, WA Astound Broadband, LLC Ordinance No. 1349, effective 2/26/2014 Normandy Park, WA Astound Broadband, LLC Ordinance No. 919, effective 11/11/2015 North Plains, OR Astound Broadband, LLC Resolution No. 1875 + City Municipal Code 3.25 Sumner, WA Astound Broadband, LLC Ordinance No. 2518, effective 5/26/2015 Tacoma, WA Astound Broadband, LLC Ordinance No. 28359 Thurston County, WA Astound Broadband, LLC Resolution No. 15146, effective 7/2/2015 Woodland, WA Astound Broadband, LLC Cascade Networks, Inc. Franchise, effective 11 /21 /2008 .: aSPI2TCHISES i LFA Wave Entity Document and Date =_ Ordinance No. 2561, dated June 18, 2001 Anacortes, WA Black Rock Cable, Inc. (expired) 9 Cable System Franchise Agreement, dated Arlington, Washington Black Rock Cable, Inc. June 18, 2007 Ordinance No. 2306, dated March 14, 2000 Lynnwood, WA Black Rock Cable, Inc. (expired) Ordinance No. 2351, dated December 11, 2000 Ordinance No. 2629, dated May 11, 2006 Marysville, WA Black Rock Cable, Inc. (expired) Ordinance No. 2006-639, dated June 13, 2006 Mill Creek, WA Black Rock Cable, Inc. (expired) City of Monroe, Ordinance No. 001/2011, dated January 11, Washington Black Rock Cable, Inc. 2011 City of Snohomish, Washington Black Rock Cable, Inc. Ordinance 2207, dated February 15 2011 California Public Certificate of Public Astound Broadband, LLC June 24, 1999 Utilities Commission Convenience and Necessity to (as assigned from Seren operate as a competitive local Innovations, Inc., exchange cagier effective 10/27/2005) Utility Number (U-6184-C) 11U ASR 1216691 Antenna Stricture Registration WaveDivision Holdings, LLC WQOT607 MG WaveDivision I, LLC E3013 Receive -Only Earth Station WaveDivision I, LLC E41 16 Receive -Only Earth Station WaveDivision I, LLC E8941 Receive -Only Earth Station WaveDivision 1, LLC KJ98 Receive -Only Earth Station WaveDivision III, LLC Domestic Section 214 Authorization Domestic 214 Astound Broadband, LLC ITC-214-20050701-00565 E2786 E873423 E990285 70 '743 '745 '746 758 680 WQQW481 WQQX551 WQQX550 WQRN397 WQSU460 W QSU461 WQSV220 WQVS440 WQUN664 WQUN667 WQU W450 WQWC427 WQWH982 WQWV761 WOXB929 WQXM641 WQXQ421 WQXQ870 WQXQ871 ASR 1018394 WLY-903 WPYL202 WQIJ661 WQIJ662 WQIJ663 International 214 Receive -Only Earth Station Receive -Only Earth Station Receive -Only Earth Station MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG MG Antenna Stricture CARS MG MG MG MG MG 12 Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astotmd Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC Astound Broadband, LLC WaveDivision VII, LLC WaveDivision VII, LLC Seattle's Best Internet, LLC Seattle's Best Internet, LLC Seattle's Best Internet, LLC Seattle's Best Internet, LLC =:.. FCC LICENSES Call Sin/Registration Number License Type Licensee WQJM299 MG Seattle's Best Internet, LLC W KM581 MG Seattle's Best Internet, LLC W KM582 MG Seattle's Best Internet, LLC W KM583 MG Seattle's Best Internet, LLC WQMF920 MG Seattle's Best Internet, LLC W MF924 MG Seattle's Best Internet, LLC WQMF931 MG Seattle's Best Internet, LLC WQNW936 MG Seattle's Best Internet, LLC W RL940 MG Seattle's Best Internet, LLC W RL941 MG Seattle's Best Internet, LLC W KY406 MM Seattle's Best Internet, LLC WQUF743 MG Seattle's Best Internet, LLC WQUF744 MG Seattle's Best Internet, LLC W XM390 MG Seattle's Best Internet, LLC W XM391 MG Seattle's Best Internet, LLC WQYB580 MG Seattle's Best Internet, LLC W YB581 MG Seattle's Best Internet, LLC WQYJ552 MG Seattle's Best Internet, LLC WQYL598 MG Seattle's Best Internet, LLC W YL600 MG Seattle's Best Internet, LLC W YL602 MG Seattle's Best Internet, LLC W YN267 MG Seattle's Best Internet, LLC W YN268 MG Seattle's Best Internet, LLC WQTV814 MG Seattle's Best Internet, LLC WQTV815 MG Seattle's Best Internet, LLC WQLN305 MG Sawtooth Technologies, L.L.C. W LN306 MG Sawtooth Technologies, L.L.C. W LN446 MG Sawtooth Technologies, L.L.C. WQN 975 MG Sawtooth Technologies, L.L.C. WQOX553 MG Sawtooth Technologies, L.L.C. WQOX557 -- MG -Sawtooth Technologies; L.L.C. W OX626 MG Sawtooth Technologies, L.L.C. WQRU215 MG Sawtooth Technologies, L.L.C. 13 FCC LICENSES` , Calf Sign/Registration Number License:Type Lacensee .. _ SawtoothTechnologies, WQSH897 MG L.L.C. Sawtooth Technologies, WQSV395 MG L.L.C. Sawtooth Technologies, W SV396 MG L.L.C. Sawtooth Technologies, WQWE970 MG L.L.C. Sawtooth Technologies, WQWE971 MG L.L.C. Sawtooth Technologies, W WI848 MG L.L.C. Sawtooth Technologies, WQWJ642 MG L.L.C. Sawtooth Technologies, WQWK403 MG L.L.C. Sawtooth Technologies, W WK404 MG L.L.C. Sawtooth Technologies, W WM991 MG L.L.C. Sawtooth Technologies, WQWM992 MG L.L.C. Sawtooth Technologies, WQWX678 MG L.L.C. m Schedule 3.04 No Governmental Consents or Permits Reference is made to Schedule 3.03(b) (subsections "Cable Franchises," "Telecom Franchises," "OVS Franchises," "Utility and Right of Way Permits," "Pole Attachment Agreements," "CLEC" and "FCC Licenses"), Schedule 6.03(e) and Schedule 7.01(a)(ii) (subsection "Franchises With Consent Requirements") of this Company Disclosure Letter. 15 (a) Schedule 3.05(a) Capital Structure 1.6 r-9 0 N (d) Amended and Restated Limited Liability Company Agreement of Wave Holdco, LLC, dated as of June 24, 2014 21 (a) Schedule 3.06 Financial Statements; Internal Controls 22 Schedule 3.08 Absence of Undisclosed Liabilities Reference is made to Schedule 3.09. Reference is made to Schedule 3.03. Reference is made to Schedule 3.1.5(a). The GroupCompanies may incur Transaction Fees in connection with the transactions contemplated by the Agreement. 23 Schedule 3.09 Lineation; Orders (b) 1. WaveDivision Holdings, LLC, Plaintiff v. Department of Revenue, State of Oregon, Defendant. Complaint filed on October 29, 2009, in the Oregon Tax Court, Magistrate Division (Property Tax). This action is an appeal of Opinion and Order No. PTU 2009-004 issued by the Defendant on July 31, 2009, with respect to the Company's 2009-2010 property tax assessment, which utilized a central assessment methodology that takes intangible assets of the taxpayer into consideration. Proceedings in the Company's suit have been stayed pending resolution of essentially identical claims brought by Comeast. Comcast appealed the outcome of its litigation to the Oregon Supreme Court. On October 2, 2014, the Oregon Supreme Court ruled that Comcast's intangibles can be assessed and the Oregon Department of Revenue ("OR DOR") announced its intent to issue clarifying regulations regarding the assessment of intangible assets. On December 18, 2014, the OR DOR announced that "after consultation with the Governor's office, the department has made the decision to delay adoption of the proposed clarifying regulations until after the 2015 legislative session to allow time for additional discussion and legislative action regarding issues related to central assessment in Oregon." Following the Company's filing of a request for a conference with the Director of the OR DOR on June 11, 2015, the OR DOR issued Opinion and Order No. PTU 2015-024 on July 31, 2015, rejecting the Company's legal arguments, and acknowledging that the Company had exhausted its administrative remedies with the Director, thereby allowing appeal to the Oregon Tax Court. On October 26, 2015, the Company filed a complaint in the matter with the Oregon Tax Court, Magistrate Division. On .December 23, 2015, the Company provided a draft, and directed the OR DOR to file with the tax court, a Joint Motion to Hold Proceedings in Abeyance, pending resolution of Comcast v. Dept. of Revenue, State of Oregon (the "Comcast Dispute"). Proceedings resumed in the Comcast case on April 21, 2015, following the Oregon Tax Court's order establishing the scope of issues to be decided upon remand from the Supreme Court. After .remand, the Oregon Tax Court entered an Order in the Comcast Dispute on September 17, 2016, in which it determined that the OR DOR's switch to central assessment does not create an exception to Measure 50's .limit of an annual 3% increase in the maximum assessed value of a taxpayer's assets. As of April 7, 2017, the case remains pending. In 2016, prior to the entry of the Tax Court's September 17 Order, the OR DOR issued a tax assessment to the Company based on central assessment calculation. On June 20, 2016, the Company requested a conference and again. request that the assessment be withdrawn based on its objection to the central assessment method. On October 1.2, 2016, the OR DOR issued an Opinion and Order rejecting the Company's request that the Department withdraw its assessment. The Department determined that the Company had exhausted its administrative remedies and could seek redress from the tax court. Accordingly, on December 29, 2016, the Company filed a complaint with the Oregon Tax Court, Magistrate Division. On or about February 28, 2017, the Company and the OR DOL filed a joint motion with the Tax Court to hold the case in abeyance pending the outcome of Comcast Corporation v. Department of Revenue, State of Oregon, which remains pending before the Tax Court as case number 4909. As of the date of the Agreement, the case remains pending. 24 2. MCI Communications Services, Inc., et al. v. CentuiyTel of Inter -Island, Inc.. et al. On September 5, 2014, MCI Communication Services, Inc. and Verizon Select Services, Inc. riled a lawsuit in U.S. District Court for the Western District of Washington against Astound Broadband, LLC ("Astound") and other local carries. Plaintiffs allege that inter -carrier access charges were, and continue to be, improperly assessed on wireless calls. MCI and Verizon are seeking recovery of such allegedly improperly charged access charges, a declaration that the defendants may not impose such charges, and a declaration that the plaintiffs are entitled to withhold payment for such charges. Plaintiffs have filed at least 27 other lawsuits against other local exchange carriers across the country, asserting essentially the same allegations. In an order dated December 16, 2014, the United States Judicial Panel on Multidistrict Litigation transferred all 28 lawsuits to the jurisdiction of the Northern District of Texas. Defendants filed a joint Motion to Dismiss Plaintiff's federal claims on May 1, 2015. The Court granted the Motion on November 1.7, 201.5. Plaintiff's state claims remain, and Defendants' jointly moved the court for leave to assert counterclaims, which was granted. Astound received all monies it was owed from Plaintiffs and therefore declined to file counterclaims. Plaintiffs have appealed the dismissal of the federal claims and/or have sought intervention by the FCC. As of the date of the Agreement, the case remains pending. 4. C-Cation Technologies v. Atlantic Broadband Group, LLC, et al. In a Complaint filed on April 7, 2015, in the United States District Court for the District of Delaware, C-Cation Technologies, LLC brought suit against the Company and nine other cable operating companies alleging the defendants infringed United States Patent No. 5,563,883 entitled "Dynamic Channel Management and Signaling Method and Apparatus," by making, using, testing, implementing, and/or operating cable systems that fall within and whose use falls within the scope of at least one claim of the patent. The Company entered into a joint defense agreement with the other defendants, and sought indemnification from the equipment vendor(s) whose product(s) may infringe the patent held by plaintiff. The validity of the patent involved in the claim is under Inter Partes Review ("IPR" ), and the plaintiff in the case agreed to stay the action pending the outcome of such review. After IPR on July 28, 2016, the Patent Trial and Appeal Board ("PTAB") found all three asserted claims of C-Cation's patent invalid. C-Cation has appealed the decision of the PTAB, and also agreed to keep the stay in place while the appeal is pending. The appeal is expected to take approximately one year. 25 5. ChanBond, LLC v. WaveDivision Holdings, LLC, DED Case no. 1:15-CV-00853-RGA. This lawsuit, alleging infringement of multiple patents, was filed in the Delaware U.S. District Court against the Company and numerous other cable providers on September 21, 2015. On October 2, 2015, the Company was notified by its agent in Delaware that the agent had been served with a Summons and Complaint in the matter on October 1, 2015. The complaint alleges infringement of multiple patents that are generally designated for use in the improving of data transmission of "wideband distribution systems." Specifically, CbanBond argues that the Company's alleged infringement stems from the Company's use ofDOCSIS 3.0 compatible cable modem termination systems manufactured by Casa and Cisco and the Company's deployment of DOCSIS 3.0 comnatible cable modems manufactured by Cisco. Arris. Versa. Hitron. and Zhone. The validity of each of the asserted claims is subject to IPR before the PTA-B. Two of the non -Company defendants have filed IPR 7. SRDF, Inc., a California corporation, formerly known as Layer42.Net, Inc., v. WaveDivision Holdings, LLC. SRDF, Inc. is the successor to Layer42, Inc., a data storage enterprise previously acquired by the Company. After the acquisition, the Company discovered from email on Layer42 servers that Layer42 had failed to disclose that one of its primary customers ("Pure") was planning to terminate a long tern contract, the existence of which had a material impact on the enterprise value of Layer42. In December 2015, the Company made a claim on the escrow account holding thefinal $2 million of its purchase price. SRDF has denied wrongdoing and on September 14, 2016, filed a lawsuit in federal court (Western District of Washington) to recover escrowed amounts. On October 7, 2016, the Company answered the Complaint and also 26 filed breach of contract and misrepresentation counterclaims against SRDF for the escrowed amounts and brought third party claims against three 27 Schedule 3.1.0 Permits Communications Licenses and Compliance with Laws (a) Cascadelink, Inc. conveyed its right title and interest in certain FCC issued microwave licenses to Astound Broadband, LLCprior to the of the consent of the FCC. 28 Schedule 3.1.2 Environmental Matters (e) Under the Real Property Leases, and in connection with the Company Real Property Interests, the Group Companies have standard contractual liabilities and obligations relating to Environmental Laws (for example, to indemnify landlords for damages relating to a spill of hazardous substances). 29 Schedule 3.13 Real Pr. over. tv Those certain liens (i) in favor of the U.S. Department of Commerce NTIABTOP Room 4812 concerning Sawtooth Technologies, L.L.C., (ii) in favor of U.S. Department of Commerce NTIABTOP Room 4812 concerning WDH Black Rock, LLC, and (iii) in favor of the United States of America Rural Utilities Service of the United States Department of Agriculture concerning that certain Grant Agreement, dated as of February 1., 2017, between Astound Broadband, LLC and the United States of America (collectively, the "BTOP Liens"). The BTOP Liens are hereby disclosed against each section of this Schedule 3.13. (a) See below for list of Company Owned Real Property and disclosures of where a Group Company has leased or otherwise granted to any person the right to use or occupy any Company Owned Real Property: WASHINGTON • Sequim Hub Site* (Owner: WaveDivision I, LLC) — , Sequim, WA 98382 • Camano Island Headend* (Owner: WaveDivision I, LLC) — Camano Island, WA 98282. WaveDivision I, LLC leases space at the Camano Island Headend site to Nextel West Corp., d/b/a Nextel. • La Conner Office (Owner: WaveDivision II, LLC) — La Conner, WA 98257 • Port Angeles Office (Owner: WaveDivision III, LLC) — Port Angeles, WA 98362 • Port Angeles Headend.* (Owner: WaveDivision III, LLC) — Port Angeles, WA 98362 • Port Orchard Headend and Office* (Owner: WaveDivision IV, LLC) — Port Orchard, WA 98366 • Echo Lake Headend* (Owner: WaveDivision I, LLC) — • CPI Tech Center (Owner: WaveDivision I, LLC) — 112 — space in the CPI Tech Center to the following tenants: Snohomish, WA 98296 Port Angeles, WA 98362. WaveDivision I, LLC leases Albright Networks Linda Jadasoh.n Patrick E. Curtin Laurel Lanes, Inc. A-Z Gifts Becky McGinty North.star Consulting / Karen Rogers Kathy McCoy Lawsuit'' Prevention & Management, APC RORE, Inc. Gregg Hill and Linda Holmberg Exeltech Consulting, Inc. Robert Onnen • Yelm Data Center* (Owner: WaveDivision Holdings, LLC) — Yelm, WA 98597 • LakewoodHub Site (Owner: WaveDivision I, LLC) — Stanwood, WA 98292 • Cascade Networks Site (Owner: Astound Broadband, LLC) — Longview, WA 98632 • Island County, WA. (Pending) CALIFORNIA • Concord Headend Site* (Owner: Astound Broadband, LLC) — space at the Concord Headend Site to the City of Concord. • Concord Office (Owner: Astound Broadband, LLC) — • Rocklin Vacant Lot (Owner: Astound Broadband, LLC) — 31 Concord, CA 94520. Astound Broadband, LLC leases Concord, CA 94520 Rocklin, CA 95677 • West Sacramento Office, Tower, Hub, Warehouse (Owner: Astound Broadband, LLC) — West Sacramento, CA 95605 OREGON • Woodburn Headend* (Owner: WaveDivision VII, LLC) - Woodburn, OR 97071 • Sandy Headend & Warehouse* (Owner: WaveDivision VII, LLC) - Sandy, OR 97055 NOTE: headend address is • Silverton Headend* (Owner: WaveDivision VII, LLC) — .l Silverton, OR 97381 BNW • Chelan Headend* (Owner: WaveDivision I, LLC) — Chelan, WA 98816 • Depoe Bay Headend & Office* (Owner: WaveDivision 1, LLC) - — Depoe Bay, OR 97341 • Concrete Headend* (Owner: WaveDivision I, LLC) - Concrete, WA 98237 • Napavine Headend* (Owner: WaveDivision 1, LLC) - Chehalis, WA 98532 • Port Townsend Headend* (Owner: WaveDivision I, LLC) - Port Townsend, WA 98368 • Skamania County Property (Owner: WaveDivision I, LLC) - Skamania, WA 98648 (adjacent to headend) * - Indicates technical center (b) See below for list of Company Leased Real Property: Site NamelUse�K Auburn Retail Office Auburn, California 32 Site Name/Use Site Address Belfair Retail Office MBelfair, Washington 98528 Bellingham Headend Bellin ham., Washington Bellingham Office & Warehouse Bellingham, WA 98225 Bellingham Public Storage Bellingham, WA 98226 Bellingham Storage & Office Bellingham, Washington Bothell Public Storage Bothell, WA 98021-8445 Burlington Warehouse Burlington, WA 98233 Canby Office Canby, OR 97013 Carnation Headend Carnation, Washington 98014 Cathlamet Tower Site Cathlamet, WA 98612 Centralia Tower Site Centralia, WA 98531 Chehalis Storage Chehalis, Washington 98532 Chehalis Tower Site Chehalis, WA Clatskanie / Lost Creek Tower Site Clatskanie, OR 33 Clatskanie / Nehalem Tower Site 0 Clatskanie, OR 97016 Clatskanie / Port Westward Tower Site Clatskanie, OR 97016 Clatskanie / PUD Hill Tower Site Columbia County, OR Concord Retail Office Concord, California 94518 Concord Retail Space - Las Montanas Supermarket Concord, CA 94519 Coupeville / Whidbey Island Headend Cou eville, Washington 98239 Daly City Retail Office Daly City, California 94015 Davis Headend ME"= Deer Island Tower Site Deer Island, OR 97054 De oe Bay Repeater Site De oe Bay, OR De oe Bay Retail Office De oe Bay, OR 97341 Diamond Gap Tower Site Iickitat County, Washington. ■ Duvall Retail. Office/Payment Center Duvall, WA 98019 Everett Storage Everett, WA 98201 34 Garberville Easement MGarberville, CA Garberville Headend Garberville, CA 95542 Garberville Parking Redwa , CA 95560 Garberville Storage Redwa , CA 95560 Kelso / Lower Brynion Tower Site Kelso, WA 98626 Kelso, WA 98626 Kelso / Mt. Pleasant Tower Site Kelso / Upper Brvnion Tower Site Kelso, WA Kirkland - NEW Corporate Headquarters Kirkland,WA 98033 Kirkland, Kirkland Office Headquarters (Suite 410) Washington 98033 Kirkland, Kirkland Office Headquarters Suite 500) Washington Kirkland, Kirkland Office Headquarters First Floor Expansion Space) Washington Kirkland Storage irkland, WA 98034-8214 Lincoln. City Storage Lincoln City, Oregon Lincoln Minihub Lincoln, California 35 Lincoln New Retail Office Lincoln, CA 95648 Longview / 17th Ave Tower Site Long -view, WA 98632 Longview / KathyRd Tower Site Longview, WA 98632 Longview / Laulain.en Tower Site Longview, WA Longview / Ocean Beach Tower Site Longview, WA 98632 Manson Microwave Site anson, Washington 98831 Marysville Storage Marysville, WA 98271 McClellan Park Storage Yard McClellan Park, CA 95652 Modesto Hubsite Modesto, CA Morton Headend Morton, Washington 98356 Mountain. View Data Center ountain View, CA. Newport / Cape Foulweather Microwave Site MNewport, Oregon Newport, OR 97365 Newport Office Newport, OR Newport Warehouse and Yard and 36 Newport. OR Packwood Headend Penryn Primary Headend Polk County Fiber Optic Repeater Site Port Hadlock Office. Warehouse & St( ackwood, Washington 98361 Penryn, California W.M. Polk IAA Port Hadlock Retail Port Hadlock, WA Port Orchard Warehouse Port Orchard, WA 98366 Portland / Big Pink Rooftop Tower MPortland, OR Prindle Mountain Tower site Rainier, OR 97048 Rainier, OR 97048 Rainier / Old Rainier Tower Site Rainier / Riverview Tower Site Rocklin Minihub, Office and Warehouse Rocklin, California 95677 Rocklin Office Lease Suite 3.10, Rocklin, CA Rocklin Office and Warehouse (1) R)cklin, California 95677 37 Site Name/Use Site Address, Rocklin Office and Warehouse 2) Rocklin, California 95677 Roseville / Granite Bay Minihub Roseville, California 95746 Salem Hubsite Salem, Oregon 97301 San Francisco Antenna Site San Francisco, California San Francisco Headend Site San Francisco, California San Mateo Hubsit� San. Mateo California Sandy, Sand / Mt. Hood IS ecial Use Permit Oregon Sandy Retail Store Sandy, OR 97055 Santa Clara Data Center Santa Clara, CA Seattle, Washington Seattle Headend 98178 Seattle, WA Seattle New SBI Office 98119 Seattle Office and Storage Seattle, WA 98134 Seattle Retail Office / Payment Center Seattle, Washington 98144 Sequim, Se uim New Retail Office I Washington 98382 38 Site Name/Use Site Address Sheridan Retail Office ISheridan, Oregon Siletz Antenna Site M Siletz, OR 97380 Silverdale Retail Office Silverdale, Washington Skamania Count (Bonneville) Land Use -0Mainania County, Washington I Stanwood, Washington Stanwood Retail Office Sta ton Retail Office Sta ton, OR 97383 Stevenson Office Space EStevenson, WA 98648 Stevenson, WA Stevenson Storage Barn Stockton Hubsite Stockton, CA 95204 Tillamook County, OR Tillamook County'/ Upper Nestucca Repeater Site Tillamook Telecom Shelter illamook, OR ukwila, Washington 98168 Tukwila FDC Warehouse and Office Tukwila Office Tukwila, Washington Tumwater Tower Site Thurston County, WA 39 Walnut Creek Hubsite Walnut Creek, CA 94596 Woodburn Office 0 Woodburn, Oregon. 97071 Woodburn Warehouse Myoodburn, Oregon 97071 Woodland / Dike Rd. Tower Site oodland, WA Woodland / Goose Hill Tower Site Woodland, WA Woodland, WA 98674 Woodland / Guild Rd. Tower Site Woodland / Lewis River Tower Site Woodland, WA 98674 Woodland / Webster Tower Site Woodland, WA Woodland Retail Store/Payment Center ORMWoodland, CA 95776 Yamhill Count / Mt. Hebo Repeater Site Yamhill County,Oregon Yamhill County / Raske Repeater Site Yamhill County, Oregon Yamhill County / Upper Nestucca Repeater Site 2 Yamhill, OR 97148 (c) See below for list of subleased Company Leased Real Property: 40 • WaveDivision VII, LLC subleases space at the Yamhill County / Mt. Hebo Repeater Site to AT&T Wireless, Better Life Broadcasting, KPDX / My Network TV, KPTV - Fox .12, KATU - Fischer Communications, KGW - News Channel 8, Vanir Broadband, The Oregon Coast Repeater Group, and Day Wireless. • Astound Broadband, LLC (successor to WaveDivision VI, LLC, successor to Boulder Ridge Cable TV) subleases space at the Roseville / Granite Bay Minihub Site to Sprint Spectrum Realty Company, L.P. (successor in interest to Smart SMR of California, Inc., d/b/a Nextel Communications). • Astound Broadband, LLC subleases space at the Penryn Primary Headend Site to EnerTrac, Inc., New Cingular Wireless PCS, LLC, and Sacramento -Valley Limited Partnership d/b/a Verizon Wireless. In addition, the Group Companies have entered into subleases, colocation agreements and other similar licenses granting persons the right to use or occupy immaterial portions of Company Real Property Interests in the ordinary course of business. (d) The Group Companies have entered into subleases, colocation agreements and other similar licenses granting persons the right to use or occupy immaterial portions of Company Real Property Interests in the ordinary course of business. 41 Schedule 3.14 Intellectual Property (a) See Below for list of Owned Intellectual Property: ASTOUND! U.S. Federal. 77-397565 3,501,657 38 WaveDivision Registered ASTOUND! February .14, September 16, Holdings, LLC 2008 2008 WAVE U.S. Federal 78-214718 3,036,449 38 WaveDivision Registered February 13, December 27, Holdings, LLC 2003 2005 WAVE U.S. Federal 77-858770 3,806,490 38 WaveDivision Registered WAVE October 27, June 22, 2010 Holdings, LLC 2009 ALL -IN -ONE U.S. Federal 85-807760 4,570,092 38 WaveDivision Registered HOME December 20, July 15, 2014 Holdings, LLC NETWORK 2012 GATEWAY 'WEBSIT-1 / DUMi][I N' astound_com astound.net astound.ty 42 WEBSITES / DOMAIN.NAMES;., astoundbro ad band .com astoundbroadband. net astoundbroadband.or astoundbroadband.ty astoundbroadband. info astoundb seren.com astoundb seren.net astoundb seren.or r astoundimcom astounditv.net astounditv'.or ast oundnoti fi cation. com astoundnotification.net astoundnow.com astoundnow.net astoundnow.or astound hone ortal.com astound hone ortal.net astoundweb.com astoundweb.net astoundweb.org as 11404.net as54858.net cascadelink.com cascadelink.net coastcom.net cni.net dj-cisco.com blackrockfiber.net 43 WEBSITES / DOMAIN NAMES' blackrockfiber.com blackrockcable.net blackrockfibersolutions.com blackrockfibersolutions.net blackrockcable.com bnw-m wave hone.com broadstri e.com broadstri e.net broadstri e.forever.com cables eed.com cables eed.net capacitypro.corn capacitypromet capacitypro.us capacityprovisioning.com capacityprovisioning.net capacityprovisioning.us cedarcable.com cedarcomm.com cedarcomm.info condointernet.com condointemet.net condointemet:us c idatacenter.com c idatacenter.us c icom uters.us c idatacenter.net c ifiber.com c ifiber.net 44 WEBSITES / DOMAIN NAMES, c ifiber.us c ifreenet.com c ifreenet.net c ifreenet.us c iventures.us frbercit .us getastound.com 7etastound.net etwavetoda .com 7etwavetoda .net Qowavebusiness.com gowavebusiness.net 7owave.email owaveemail.com owaveemail.net gowave .email gowave.com 7owavehome.com owavehome.net owavemai.l.com Qowavemail.net gowave .com Towave- .com owavegmet owave- .net gi =abit ortland.com gigabitportlalid.net ilovewave.net ilovewave .com 45 WESSITES)DOMAINNAMES' ilovewave .net la er42.biz la er42.com la er42.net la er42.or mdYn.net metronet s.us m astound.com m astound.net m astound.org mvastound hone.com m astound hone.net m cables eed.com m wavebiz.com m waveaccount.com. m waveaccount.net m wave home.com m wave hone.com m wave hone.net nvdn.net a m wavebill.com a m wavebill.net reall fast.net saw.net ssctv.info ssctv.net starstream.net starstreamcab le.coni s ectrumnet.us 46 WEB SIT ES / DOMAIN NAMES=.f3' s ectrumnetworks.biz s ectiumnetworks.us transitwave.com transitwave.net waveaccountmana Ter.com waveaccountmana er.net waveb2b.com waveb2b.net wavebb.com wavebroadband.com wavebroadband.net wavebroadbandcable.com wavebroadbandinternet.com wavebroadband hone.com wavebro adbandsucks. com wavebroadbandsucks.net wavebroadbandsux.com w avebroadbandsux. n et wave-business.net wavebusiness.com wavebusiness.net wavebusiness.email wavebusinessconnections. com wave.email wavecab.le.com wavecable.net wavecable.info wavecorporate.net wavedelivers.com 47 WEBSITES/ DOMAIN NAMES' wavedelivers.net wavedns.n.et wavedivisionholdin s.com wavedivisionholdin s.net wavefiber.com wavefiber.net wave-fiber.com wave-f iber.net wave g. em ail waveg.net waveghome.com wave-g.net wavegig.com wave- i .com wave ig.net wave- i .net wave igabit.com wave 7i Tabit.net wavegi abit.ty wave i abit.us wavehome.com wavehome.net wave-home.net wavehome.email wavei .or wavei network.com wavei network.net wavei network_or T waveis .com 48 WEBSITES I-DOMAIN,NAMES,,,, waveis .net wavemail_com wavemta.net wavemta.com wavenotif .corn wavenotify.net wavenotification.com wavenotification.net wave hone ortal.com wave hone ortal.net waves im 1 intemet.com wavesim l intemet.net wavestatement.com wavestatement.com wavewholesale.com. wavewho'lesale.net wavewholesale. email wbcable.com wbeab(e.net wh wave.com wh wave.net v6now.com v6now.net vm42.net vn42.com vm42.or 7 49 (c)(ii) Reference is made to items 4, 5, and 8 set forth on Schedule 3.09 of this Company Disclosure Letter. 50 (i) Each Contract with the following vendors: Schedule 3.15(a) Contracts 51 (ii) Each Contract with the following customers: 52 M N 'IT kn kf) ke) 57 (x) PROGRAMMING OR RETRANSMISSION CONTRACTS Programming 58 Retransmission Consent 62 M Must Curry Elections M 65 66 67 rlu z 70 IL N 73 75 76 77 78 0 81 TOP WAVE LEGACY BULK ��>> 82 M 00 b8 kn 00 00 87 (xiv) None MM (xv) None (xvi) None Schedule 3.1.7(b) Taxes (d) Reference is made to items 1 and 6 on Schedule 3.09 of this Company Disclosure Letter. .E Schedule 3.18 Benefit Plans 91 N Schedule 3.20 Transactions vvith Affiliates OW f RIA rn Schedule 3.21 Franchises Auburn City CA WaveDivision 1.0/25/2004 Ordinance' No.04-07 VI, LLC passed and approved 10/25/2004; Resolution No. 06-139 passed and approved 12/18/2006 Aumsville City OR WaveDivision 9/14/2005 Ordinance No. 561 VII, LLC adopted and passed 12/12/2005 Resolution No. 21-07 considered and passed 10/8/2007 Aurora City OR WaveDivision 8/17/2001 Ordinance No. 413 VII, LLC adopted 8/10/2001 Ordinance No. 444 adopted 4/11/2006 Corrected Resolution No. 07-540 adopted 9/11/2007 Ordinance No. 465 adopted 8/8/2011 Barlow City OR WaveDivision 9/19/2013 Ordinance No. 2013-3 VII, LLC d/b/a passed and approved Wave Broadband 09/19/2013 Bremerton City WA WaveDivision 12/31/2009 Ordinance No. 5100 IV, LLC d/b/a effective 12/31/2009 Wave Broadband California Statewide CA Astound 10/26/2008 California Video 96 01% VII, LLC Franchise Agreement granted 4/8/1999 Resolution No. 963 last signed 11/7/07 Ordinance No. 1347 passed 10/19/201.1. Chelan City WA WaveDivision I, 8/25/2005 Cable Television LLC d/b/a Wave Franchise Ordinance Broadband No. 2005-1305 adopted 8/25/2005 Letter re name change dated 7/l/2008 Acceptance of Franchise and Assignment of Franchise dated 10/19/2011 Ordinance No. 2011- 1427 effective 11/18/2011 Chelan County County WA WaveDivision I, 12/15/1986 Resolution No. 86-94 LLC d/b/a Wave approved 12/15/1986 Broadband Assignment of Franchise and. Consent dated 9/12/1988 Resolution No. 98-137 dated 1.1/2/1998 Letter re name change dated 7/l/2008 Resolution No. 2011-90 adopted 10/24/2011 Temporary Franchise Extension Agreement approved 12/13/2016 O Clackamas County OR WaveDivision 7/26/2012 Cable Television County VII, LLC Franchise Agreement ('Canb /Molalla) dated.7/26/2012 Clackamas County OR WaveDivision 3/5/2011 Cable Television County (Sandy) VII, LLC Franchise Agreement dated 3/24/2011 Order No. 2011-21 dated 3/31/2011 Clallam County County WA WaveDivision I, 5/29/1992 Ordinance No. 466.1992 LLC dated 5/19/1992 Ordinance No. 736.2003 adopted 2/25/2003 Ordinance 883 adopted 5/29/2012 Clallam County County WA WaveDivision 5/29/1992 Ordinance No. 465.1992 III, LLC dated 5/1.9/1992 Ordinance No. 736.2003 adopted 2/25/2003 Ordinance 883 adopted 5/29/2012 Concrete Town WA WaveDivision I, 3/27/2006 Cable Television LLC d/b/a Wave Franchise Agreement Broadband adopted 3/27/2006 Letter re name change dated 7/1/2008 Letter re term extension dated 9/27/2013 Depoe Bay City OR WaveDivision 11/6/1996 Ordinance No. 230 VII, LLC adopted and approved 10/7/ 1996 Ordinance No. 291 approved 11/16/2011 Ordinance No. 293 99 adopted and approved 5/1 /2012 Ordinance No. 295 adopted and approved 5/7/2013 Donald City OR WaveDivision 2/9/2001 Ordinance No. 120-01 VII, LLC passed 2/9/2001 Resolution No. 303-07 (unsigned) Ordinance no. 147-2010 passed 12/14/2010 Duvall City WA WaveDivision 1, 03/23/2006 Ordinance No. 1028 LLC d/b/a Wave adopted 3/23/2006 Broadband Letter requesting extension dated 6/1/20.11. Ordinance No. 1120 adopted 10/27/2011 Closing Notice dated 1/26/2012 Ordinance No. 1202 adopted I I/l/2016 Entiat City WA WaveDivision I, 5/24/1995 Ordinance No. 475 LLC d/b/a Wave accepted 5/24/1995 Broadband Ordinance No. 543 adopted 11/1.2/1998 Letter re naive change dated 7/l/2008 Closing Notice dated 1/26/2012 Gates City OR WaveDivision 10/1.6/2008 Franchise Agreement VI I, LLC dated 10/16/2008 Gervais City OR WaveDivision 4/28/1988 Ordinance No. 88-03 100 CABLE FRANCHISES LFA Entity State Grantee Approx.' Effective Documents .e, Date Comprising Franchise VII, LLC approved 4/27/1.988 Resolution No. 07-025 adopted l l/1/2007 Side Letter dated 11 /23/2007 Extension Exercise Letter dated 4/7/2010 Hamilton Town WA WaveDivision I, 12/9/2008 Cable Television LLC Franchise Agreement dated 12/9/2008 Letter re name change dated 7/l/2008 Closing Notice dated 1 /26/2012 Hubbard City OR WaveDivision 6/9/2003 Ordinance No. 275-2004 VII, LLC adopted 2/10/2004 Resolution No. 446- 2007 adopted 10/9/2007 Ordinance No. 342-2014 adopted 11/12/2014 Island County County WA WaveDivision I, 12/19/2011 Franchise 104R - LLC d/b/a Wave Renewal and Expansion Broadband of Franchise No. 104 dated 12/9/2011 Issaquah City WA WaveDivision 1, 12/19/2011 Ordinance No. 2630 LLC passed 12/5/2011 and published 12/14/2011 Ordinance No. 2629 effective 12/19/2011 (expired 6/1 /2012) Closing Notice dated 1 /26/2012 Jefferson County WA WaveDivision I, 3/12/2013 Closing Notice dated 101 County LLC King County County WA WaveDivision I, 8/26/2013 LLC d/b/a Wave Broadband Kitsap County County WA Wave Division 1/11/2010 W, LLC d/b/a Wave Broadband La Conner Town WA Wave Division 11, 3/7/2016 LLC Lewis County County WA WaveDivision I, 11/21/1985 LLC d/b/a Wave Broadband Lyman Town WA WaveDivision I, 12/9/2008 LLC d/b/a Wave Broadband 1.02 1 /26/2012 Letter re Temporary Nonexclusive Franchise dated 2/2/2012 Resolution 08-13 Granting a Nonexclusive Franchise dated 2/4/2013 Ordinance No. 17670 (Cable System. Franchise No. 5602) dated 9/26/2013 Ordinance No. 444-2010 enacted 1 / 11 /2010 Ordinance No. 1131 passed 11/10/2015 Cable Franchise dated 11/21/1985 Resolution No. 98-570 dated 11/9/1998 Resolution 99-208 dated 5/3/1999 Letter re name change dated 7/1/2008 Resolution No. 1.1-363 passed 10/30/2011 Closing Notice dated 1/26/2012 Cable Television Franchise Agreement entered into as of 12/9/2008 CABLE FRANCHISES LFA Entity State Grantee " Approx.Effective Documents Tye Date Comprising Franchise Closing Notice dated 1 /26/2012 Lyons City OR WaveDivision 2/18/2010 Cable Television VII, LLC Franchise Agreement Amending the Existing Ordinance No. F11-13 adopted 11/24/2009 Marion County County OR WaveDivision 12/18/2002 An Agreement between VII, LLC Marion County and Uvision, LLC, granting a renewal of a non- exclusive cable television franchise signed 12/18/2002 Resolution No. 07-29R dated 11/7/2007 Franchise Extension Agreement approved 5/1/2013 Franchise Extension Agreement approved 11/15/2016 Marysville City WA WaveDivision I, 6/22/2015 Ordinance No. 2993 LLC passed and approved 6/22/2015 Mason County County WA WaveDivision 9/6/2011 Cable Television IV, LLC d/b/a Franchise dated Wave Broadband 9/6/2011 Mill City City OR WaveDivision 1/1/2005 Ordinance No. 327 VII, LLC (unsigned) Resolution No. 654 adopted 9/25/2007 Molalla City OR WaveDivision 4/12/2006 Ordinance No. 2012-07 103 �'� LFA Entity State Granf ', �� f�ti e. Type i VU, LLC adopted 2/22/201.2 Morton City WA WaveDivision I, 4/25/2017 Cable Television LLC Franchise Agreement dated 03/27/2017 Mt. Angel City OR WaveDivision 8/5/2010 Ordinance No. 725 VII, LLC d/b/a passed 7/6/2010 Wave Broadband Napavine City WA WaveDivision I, 4/24/2007 Ordinance No. 133 LLC d/b/a Wave passed and approved Broadband 7/22/1982 Cable Television Franchise Agreement entered as of 4/24/2007 Consent and Approval to Assignment of Cable Television. Franchise dated 9/13/2011 Closing Notice dated 1 /26/2012 Newport City OR WaveDivision 8/19/2008 Ordinance No. 1962 VII, LLC d/b/a adopted 8/18/2008 Wave Broadband Consent and Approval of the City of Newport, Oregon to Assignment of Cable Television Franchise adopted 11./14/2011 North City WA Sawtooth 11/8/2011 Resolution No. 432, Bonneville Technologies, Cable Television L.L.C. Franchise Agreement passed 11/8/2011 Letter re Acquisition dated June 1, 2016 104 Oregon City City OR WaveDivision 2/12/2008 Cable Television VII, LLC Franchise Agreement dated 2/12/2008 Pierce County County WA WaveDivision I, 6/10/2005 Ordinance No. 2005-16 LLC passed 5/24/2005 Closing Notice dated 1 /26/2012 Ordinance No. 2012-6 passed 4/17/2012 Acceptance of Franchise dated 10/12/2012 Polk County County OR WaveDivision 8/3/2011 Cable Television VII, LLC Franchise Agreement last si ned 8/3/2011 Port Angeles' City WA WaveDivision 5/30/2002 Ordinance No. 3116 III, LLC passed 5/21/2002 Ordinance No. 3138 adopted 2/18/2003 Port Orchard City WA WaveDivision 9/28/2006 Cable Television IV, LLC Franchise dated 8/28/2006 First Amendment to Cable Television Franchise Agreement (Contract No. 001-90) dated 8/1/2010 Port Townsend City WA WaveDivision I, 8/19/1996 Ordinance No. 2536 LLC passed 8/19/1996 105 CABLE FRANCHISE LFA Entity State Grantee Approx.-Effective Ogg pgnts Tye Date +Cam rFranch Ordinance No. 2672 adopted 12/7/1998 Ordinance No. 3068 adopted 12/8/2011 Closing Notice dated 1/26/2012 Ordinance No. 3153 adopted 7/18/2016 Sandy City OR WaveDivision 6/20/2011 Cable Television VII, LLC d/b/a Franchise Agreement Wave Broadband dated 6/20/2011 (adopted by Ordinance 2011-08 of same date Scotts Mills City OR WaveDivision 6/7/2012 Ordinance Number 90, VII, LLC d/b/a Cable Television Wave Broadband Franchise Ordinance passed and approved 6/7/2012 Seattle City WA WaveDivision 1, 10/11/2007 Ordinance 122514 LLC accepted 10/11/2007 Ordinance 1.225.15 approved 10/11/2007 Inspection and Correction Agreement dated 5/10/2010 Ordinance 123741. approved 11/21/2011 Franchise Acceptance dated 12/15/2011 Assignment of Cable Franchise Consent Agreement last signed 1/13/2012 Closing Notice dated 1/16/2012 Sequim City WA WaveDivision I, 5/6/1992 Ordinance No. 635 LLC approved 5/6/1992 Ordinance No. 2002-029 adopted 12/9/2002 Ordinance No. 2007-016 adopted 7/9/2007 Ordinance No. 2011-027 signed and approved 12/12/201.1 Shelter Bay Tribal WA WaveDivision 1, 2/15/1989 Agreement to Operate Community Community LLC Community and Tenant Television System executed 6/30/1980 Sheridan City OR WaveDivision 11/21/2011 Ordinance No.2011-05 VII, LLC passed 11/21/2011 Siletz City OR WaveDivision 6/12/1995 Ordinance No. 152A VII, LLC approved 6/12/1995 Ordinance No. 159 approved 1.0/.12/1998 Resolution No. 479 approved 3/14/2005 Ordinance No. 190 approved 9/8/2011 Ordinance No. 199 approved 4/10/2017 Silverton City OR WaveDivision 4/6/2016 Ordinance 16-07 VII, LLC adopted 3/7/2016 Skagit County County WA Cedar 6/2/2009 Cable Franchise (Cedar) Communications, Agreement (Contract LLC #C20090373) dated 6/2/2009 107 Ty Skagit County County (Wave If) Skagit County County (BNW ) Skagit County (Wave I) County WA IWaveDivision IT, LLC WA WaveDivision I, LLC WA WaveDivision I, LLC Skamania I County I WA I WaveDivision I, County LLC 2/18/2011 11 /28/2011. 3/18/1991 10/3/1994 1.08 Cable Franchise Agreement (Contract #C20090372) dated 6/2/2009 Order Granting Application for Franchise No. 11782 dated 10/10/1988 Order Granting Application for Franchise No.1.2123 dated 7/10/1989 Resolution No. 17225 dated 11/24/1998 Letter re Name Change dated 7/1/2008 Closing Notice dated 1 /26/2012 Cable Franchise Agreement (Contract #C20010525) effective 11/28/2011. Order Granting Application for Franchise No. 12896 dated 3/18/1991 Assignment and Transfer of Franchise Agreement No. 12896 (Contract #C20030087) dated 3/10/2003 Cable TV Franchise approved 10/3/1994 Snohomish County WA Cedar 3/23/1993 County Communications, LLC Snohomish County WA WaveDivision 1, 1/14/2013 County LLC Stanwood City WA WaveDivision I, 5/3/2015 LLC d/b/a Wave Broadband Stayton City OR WaveDivision 4/6/2005 VII, LLC d/b/a Wave Broadband Stevenson City WA WaveDivision I, 10/1/1994 LLC d/b/a Wave Broadband 109 Resolution No. 1.998-53 dated 12/1/1998 Resolution 2011-59 adopted 12/6/2011 Closing Notice dated l /26/201.2 Ordinance No. 92-162 last signed 3/31/1993 Ordinance No. 12-080 accepted 11 /6/2012 Ordinance 1391 approved 4/23/2015 Ordinance No. 876 adopted 3/7/2005 Exhibit A to Resolution No. 810 last signed 11/15/2007 Ordinance No. 991 adopted 11/2/201.5 Ordinance No. 1003 adopted 12/5/2016 City of Stevenson Cable TV Franchise Ordinance passed 9/15/1994 Resolution No. 159 dated 11/12/1.998 Consent and Approval of the City of Stevenson, Washington Assignment of Cable Television Franchise adopted 11/17/2011. Closing Notice dated 1/26/2012 Sublimity City OR WaveDivision 8/9/2010 Ordinance No. 715 VII, LLC approved 8/9/2010 Swinomish Tribal WA WaveDivision 1.1, 7/l/2002 Franchise Agreement to Indian Tribal Community LLC Provide Cable Services Community dated 7/l/2002 Letter Agreement re Transfer dated 11 /6/2002 Turner City OR WaveDivision 1/12/2001 Ordinance 0 1- 105 VII, LLC adopted 12/13/2001 Resolution No. 07-15 adopted 8/9/2007 Ordinance 10-101 adopted 5/27/2010 US Navy Military WA Wave Division 6/27/2011 Cable Television Bangor (Kitsap) IV, LLC Franchise, Navy Region Northwest - Naval Base Kitsap last signed 6/27/2011 Whatcom County WA WaveDivision I, 1/7/1992 Ordinance No. 92-001 County LLC d/b/a Wave approved 1/7/1992 Broadband Ordinance 2011-044 adopted 11 /22/2011 Whatcom County WA WaveDivision I, 10/27/1992 Ordinance No. 92-077 County LLC approved 10/27/1992 Ordinance No. 2003-016 adopted 2/11/2003 Willamina City OR WaveDivision 11 /8/2007 Ordinance No. 546 VII, LLC d/b/a approved 4/27/1990 Wave Broadband Resolution No. 06.07- ME1 CABLE FRANCHISES LFA Entity State Grantee Approx. Effective Documents Tye Date Com risino Franchise 001 approved and adopted 11/8/2007 Woodburn City OR WaveDivision 3/1/2013 Council Bill No.2919, V11, LLC d/b/a Ordinance No. 2500 Wave Broadband a roved 3/13/2013 TELECOMMUNICATIONS FRANCHISES LFA I ntitv Type State Grantee Approx. Effective Date Documents Comprising Franchise Albany City OR Astowid Broadband, LLC 8/13/2014 Ordinance No. 5840 Amity City OR Astound Broadband, LLC 4/3/2015 Ordinance No. 645 Arlington City WA Astound Broadband LLC 9/10/2013 Ordinance No. 2013-012 Astoria City OR Astound Broadband, LLC CoastCom, Inc. 4/20/2016 Ordinance No. 16-03 as assigned to Astound Broadband, LLC pursuant to Ordinance No. 16-05 Auburn City WA Astound Broadband, LLC 3/23/2015 Ordinance No. 6555 Bay City City OR Astound Broadband, LLC CoastCom, Inc. 3/8/2016 Franchise Agreement, dated 3/8/2016, which incorporates the terms of Bay City Ordinance #650 Bellingham City WA Astound Broadband, LLC 7/18/2013 Ordinance No. 2013-07-051 Blaine City WA Astound Broadband, LLC dba Wave 3/27/2017 Ordinance 17-2901 Bonney Lake City WA Astound Broadband, LLC 3/28/2016 Ordinance No. 1540 Bothell City WA Astound Broadband, LLC 6/14/2014 Ordinance No. 2151 2014 Brier City WA Astound Broadband, LLC 8/28/2013 Ordinance No. 411 Buckle _City WA Astound Broadband LLC 4/25/2016 Ordinance No. 11-16 Bucoda Town WA Astound Broadband LLC 7/17/2015 Teleconmunications Franchise Agreement Burien Cit WA Astound Broadband LLC 6/28/2016 Ordinance No. 642 Camas City WA Sawtooth Technologies, L.L.C. 5/8/2013 Ordinance No, 2673 Camas city WA Astound Broadband, LLC 12/10/2016 Ordinance 1.6-031 Cannon Beach City OR Astound Broadband, LLC (CoastCom, Inc.) 10/07/2013 Telecommunications Franchise Agreement, dated 10/7/2013, and Consent and Approval to Assignment of Franchise dated 7/21/2016 - approving 111 assignment of Franchise to Astound Broadband, LLC Carlton City OR Astound Broadband LLC 5/11/2015 Ordinance No. 2015-70 Castle Rock City WA Astound Broadband, LLC Cascade Networks, Inc.) 9/3/2008 Ordinance No. 2008-04 Cathlamet Town WA Astound Broadband, LLC Cascade Networks Inca 8/8/2012 Ordinance #551-12 Resolution. No. 350-16 Centralia City WA Astound Broadband, LLC 4/29/2015 Ordinance No. 2349 Chehalis city WA Astound Broadband, LLC 11/26/2014 Ordinance No. 935-B Clatskanie City OR Astound Broadband, LLC 5/l/2015 Ordinance No. 678 Coburg City OR Astound Broadband, LLC 10/17/2014 Ordinance No. A-230 Cornelius City OR Astound :Broadband, LLC 12/1/2014 Resolution No. 2014-32, Exhibit A, Franchise Agreement Corvallis City OR Astound Broadband, LLC 2/15/2016 Ordinance No. 2016-03 + Corvallis Municipal Ordinance 99-26 Covington City WA Astound Broadband, LLC 7/7/20.15 Ordinance No. 04-15 Cowlitz County. County WA Astound Broadband, LLC 7/5/2016 Ordinance No. 16-079 Cowlitz Count County WA Astound Broadband, LLC Cascade Networks, Inc.) 4/13/2004 Resolution No. 04 066 Order Granting Franchise; and Ordinance No. 5378, adopted August 8, 19772 Dallas City OR Astound Broadband, LLC 3/18/2015 Ordinance No. 1775 Agreement .for Use of Right of Way Dayton City OR Astound Broadband, LLC 12/3/2014 Ordinance No. 622 + Dayton Municipal Code 6.11 Depoe Bay City OR Astound Broadband, LLC (CoastCom, Inc.) 6/18/2013 Ordinance No. 297 (Franchise), and Ordinance No. 308 (Approving assignment of Franchise to Astound Broadband, LLC) Dundee city OR Astound Broadband, LLC 6/6/2015 Telecommunications Franchise Eatonville City WA Astound Broadband, LLC 4/6/2016 Ordinance No. 2016-8 Edmonds City WA Astound Broadband. LLC 3/1/2013 Ordinance No. 3911 Elma City WA Astound Broadband, LLC 4/21 /2015 Ordinance No. 1140 Everett city WA Astound Broadband, LLC 10/29/2016 Ordinance No. 3511-16 Everson City WA Astound Broadband, LLC 1/12/2017 Ordinance 778-16 The Group Companies are operating under both of the listed documents in respect of the Cowlitz County LFA. 1.12 Ferndale City WA Astound Broadband, LLC 3/6/2017 Ordinance 1983 Fife City WA Astound Broadband, LLC 3/29/2016 Ordinance No. 1934 Fircrest City WA Astound Broadband, LLC 3/2/2016 Ordinance No. 1570 Florence City OR Astound Broadband, LLC 10/22/2008 Ordinance No. 19, Series 2008 (Franchise); (CoastCom, Inc.) Ordinance No. 12, Series 2016 (amending Ordinance 19 and approving assignment of Franchise to Astound Broadband, LLC Forest Grove City OR Astound Broadband, LLC 11/12/2014 Ordinance No. 2014-10 Gig Harbor City WA Astound Broadband, LLC 5/31/2016 Ordinance No. 1336 Grays Harbor County WA Astound Broadband, LLC 11/10/2014 Order Granting Application for Franchise Count Hillsboro City OR Astound Broadband, LLC 8/19/2014 Franchise Agreement + Hillsboro Municipal Code Jefferson City OR Astound Broadband, LLC 9/12/2015 Ordinance No. 689 + Jefferson Municipal Code 7.24 Kalama City WA Astound Broadband, LLC 7/18/2008 Ordinance No. 1221 and Letter, dated December 5, (Cascade Networks, Inc.) 2016 from the City of Kalama consenting to transfer of Franchise to Wave Kelso City WA Astound Broadband, LLC 1/25/2004 Cascade Networks, Inc. Franchise, effective (Cascade Networks, Inc.) 1/25/2004 Cascade Networks, Inc. Franchise and :Resolution No. 16-1169 (Approving assignment of Franchise to Astound Broadband, LLC) Ordinance No..17-3885 adopted 1/3/2017 Kenmore City WA Astound Broadband, LLC 5/27/2015 Ordinance No. 15-0397 Kent City WA Astound Broadband, LLC 4/15/2015 Ordinance No. 4144 King City City OR Astound Broadband, LLC 10/2/2014 Ordinance No. 0-2014-05 Kirkland City WA Astound Broadband, LLC 6/8/201.4 Ordinance No. 0-4443 Klickitat County County WA Sawtooth Technologies, L.L.C. 7/5/2011 Franchise Agreement Lacey City WA Astound Broadband, LLC 2/2/2015 Telecommunications Franchise Agreement Lake Forest Park City WA Astound Broadband, LLC 2/21/2016 Ordinance No. 1117 1.13 NS''F CA'-lS- LFA n t,. Type' State Cry - - i�x: - eive D - Doe risen cT�isee = - Lake Oswego City OR Astound Broadband, LLC 12/17/2015 Ordinance No. 2693 Lake Stevens Cit WA Astound Broadband, LLC 4/7/2014 Ordinance No. 910 Lakewood City WA Astound Broadband, LLC 7/21/2016 Ordinance No. 643 Lebanon city OR Astound Broadband, LLC 8/7/2015 Ordinance No. 2861 Lewis County County WA Astound Broadband, LLC (Cascade Networks, Inc.) 9/15/2014 Resolution No. #14-247 Nonexclusive Teleconununications Franchise; and Lewis County Code Lincoln City City OR Astound Broadband, LLC (CoastCom, Inc.) 11/12/2014 Ordinance No. 2014-26 (Franchise), and Resolution No. 2016 - 26 (Approving assignment of Franchise to Astound Broadband, LLC Longview City WA Astound Broadband, LLC 6/8/2015 Ordinance No. 3294 Maple Valley City WA Astound Broadband, LLC 5/4/2015 Ordinance No. 0-15-574 McCleary City WA Astound Broadband, LLC 4/8/2015 Ordinance No. 808 McMinnville City OR Astound Broadband, LLC 1/4/2016 Ordinance No. 4998 (with reference to McMinnville Municipal Code Medford City OR Astound Broadband, LLC 2/2/2017 Ordinance 2017-15 Millersbum Citv OR Astound Broadband, LLC 1/1.2/2016 Ordinance No. 119 Milton city WA Astound Broadband, LLC 6/14/2016 Ordinance No. 16-1896 Milwaukie City OR Astound Broadband, LLC 9/4/2014 Ordinance No. 2081 Monmouth. City OR Astound Broadband, LLC 3/3/2015 Ordinance No. 1354 Mountlake Terrace City WA Astound Broadband, LLC 8/28/2013 Ordinance No. 2628 Mukilteo City WA Astound Broadband, LLC 2/26/2014 Ordinance No. 1349 Newcastle City WA Astound Broadband. LLC 1./25/2017 Ordinance 2017-553 Newport City OR Astound Broadband, LLC (CoastCom, Inc.) 7/17/201.3 Exhibit A - City of Newport Telecommunications Franchise Agreement Nooksack Ci WA Astound Broadband, LLC 3/20/2017 Ordinance No. 691 Normandy Park City —OR WA Astound Broadband, LLC 11/11/2015 Ordinance No. 919 North Plains City Astound Broadband, LLC 3/4/2015 Resolution No. 1875 + City Municipal Code 3.25 Oakville City WA Astound Broadband, LLC 4/13/2015 Ordinance No. 607 Ortin T City WA Astound Broadband, LLC 5/18/2016 Ordinance No. 2016-983 1.14 TELECOMMUNICATIONS FRANCHISES LTA Entity Tye State Grantee Approx. Effective Date Documents Comprising Franchise and any of its Affiliates Portland city OR Astound Broadband LLC 1/29/2012 Ordinance No. 185018 Puyallup City WA Astound Broadband, LLC 3/1/2015 Franchise Agreement Rainier City WA Astound Broadband, LLC 2/13/2015 Ordinance No. 627 Redmond City WA Astound Broadband, LLC 6/19/2014 Telecommunications Right -of -Way Use Franchise Authorization Reedsport City OR Astound Broadband, LLC CoastCom, Inc.) 10/6/2014 Ordinance 2014-1135 Resolution 2016-025 Renton city WA Astound Broadband LLC 7/23/2015 Ordinance No. 5763 Rockaway Beach City OR Astound Broadband, LLC 6/10/2015 Franchise Contract Roy City WA Astound Broadband LLC 2/28/2015 Ordinance No. 923 Salem City OR Astound Broadband LLC 9/1/2014 Exhibit 1, Telecommunications Franchise Agreement Sammamish city WA Astound Broadband LLC 5/23/2015 Ordinance No. 02015-392 Scappoose City OR Astound Broadband, LLC 12/7/2015 Ordinance No. 847 Seaside City OR Astound Broadband, LLC CoastCom, Inc. 5/14/2013 Franchise Agreement and Addendum to Franchise Agreement, dated 8/22/2016 SeaTac City WA Astound Broadband, LLC 6/5/2016 Ordinance No. 16-1005 Shoreline City WA Astound Broadband, LLC 4/21/2015 Ordinance No. 710 Siletz City OR Astound Broadband, LLC (CoastCom, Inc.) 8/12/2013 Ordinances No. 193 (Franchise) and 198 (Approving assignment of Franchise to Astound Broadband, LLC Skagit County County WA Astound Broadband, LLC 7/11/2014 Telecommunications Franchise Agreement, Contract #C20140313 Skamania County County WA Sawtooth Technologies, L.L.C. 6/1.4/2011 Nonexclusive Franchise Agreement Snohomish County County WA Astound Broadband, LLC 2/25/2015 Ordinance No. 14-062 St. Helens city OR Astound Broadband, LLC 10/21/2015 Ordinance No. 3198 Steilacoom Town WA Astound Broadband, LLC 1/15/2016 Ordinance No. 1539 Sumner City WA Astound Broadband, LLC 5/26/2015 Ordinance No. 2518 Tacoma City WA Astound Broadband, LLC 6/7/2016 Ordinance No. 28359 115 Tenino city WA I Astound Broadband, LLC 3/29/2015 Ordinance No. 853 Thurston County WA Astound Broadband, LLC 7/2/2015 Resolution No. 15146 Count Tigard City OR Astound Broadband, LLC 2/10/2015 Ordinance No. 15-01, Exhibit A + Tigard Municipal Code Tillamook City OR Astound Broadband, LLC 8/5/2013 Ordinance No. 1281 (Franchise), and Resolution No. (CoastCom, Inc.) 1709 (Approving assignment of Franchise to Astound Broadband, LLC Toledo City OR Astound Broadband, LLC 9/7/2016 Ordinance No. 1374 (Franchise which repeals (CoastCom, Inc.) Ordinance No. 1332 in its entirety) and Resolution No. 1380 (Approving assignment of Franchise to Astound Broadband, LLC Tualatin City OR Astound Broadband, LLC 11/26/2012 Ordinance No. 1353-12 Tukwila City WA Astound Broadband, LLC 8/12/2014 Ordinance No. 2445 Tumwater City WA Astound Broadband, LLC 7/21/2015 Ordinance No. 02015-005 University City WA Astound Broadband, LLC 4/19/2016 Telecommunications Rigbt-of-Way Use Franchise Place Agreement Vader City WA Astound Broadband LLC 3/23/2016 Ordinance No. 2016-01 Vancouver City WA Astound Broadband, LLC 8/17/2016 Ordinance No. M4171 Wahkiakum County WA Astound Broadband, LLC 10/16/2012 Resolution No. 136-12 (Franchise); Acceptance of County (Cascade Networks, Inc.) Franchise, dated 10/18/12; Resolution No. 159-16 (Approving assignment of Franchise to Astound Broadband, LLC); and the Wahkiakum County Franchise Ordinance, Chapter 36.75 of the Revised Code of Wahkiakum. County Waldport City OR Astound :Broadband, LLC 9/12/2009 Ordinance No. 727 (Franchise) and Resolution No. (CoastCom, Inc.) 1213 (Approving assignment of Franchise to Astound Broadband, LLC) West Linn City OR Astound Broadband, LLC 12/23/2015 Ordinance No. 1642 Whatcom County WA Astound Broadband, LLC 7/8/2014 Ordinance No. 2014-040 Count Wood City OR Astound Broadband, LLC 1/28/2015 Telecommunications Franchise Agreement Village W Anacortes City WA I Black Rock Cable, Inc. 7/18/2001 Ordinance No. 2561 Arlington City WA Black Rock Cable, Inc. 7/18/2007 Open Video System Franchise Agreement Burlington City WA Black Rock Cable, Inc. 6/6/2001 Franchise Agreement Lyndon City WA Black Rock Cable, Inc. 3/5/2005 Ordinance No. 1229 Lynnwood City WA Black Rock Cable, Inc. 3/19/2000 Ordinance No. 2306 Marysville City WA Black Rock Cable, Inc. 5/11/2006 Ordinance No. 2629 Mill Creels City WA Black Rock Cable, Inc. 7/1/2006 Ordinance No. 2006-639 Monroe City WA Black. Rock Cable, Inc. 1/23/2011 Ordinance No. 001/2011 Mount Vernon City WA Black Rock Cable, Inc. 12/7/2001 Ordinance No. 3075 Oak. Harbor City WA Black Rock Cable, Inc. 10/4/2004 Ordinance No. 1388 Sedro Woolley City WA Black Rock Cable, Inc. 9/13/2012 Ordinance No. 1750-12 Snohomish City WA Black Rock Cable, Inc. 3/31/2011 Ordinance No. 2207 ' The assignment of this LFA to Astound is currently pending. a Each of the Franchises listed in this table are operated by WDH Black Rock, LLC as successor in interest by merger to Blackrock Cable, Inc., however the Franchises currently stilt list `Black Rock Cable, Inc." as the grantee. 1..17 Lr'A Entity 3';; 5tate33 t r$ntee3�„� - �'d prow 3 i3i Up entation � T%pi 3 QL'tl,` 33 pt�, _ ...`d.t�` ��J,{ ��i�`,` '3 13fl Daly City City CA Astound 7/l/1999 Encroachment Agreement between Daly City and RCN Broadband, LLC Redwood City CA Astound Effective Encroachment Agreement between the City of Redwood City and City Broadband, LLC Date: the RCN Telecom Services of California, For the Installation of Fiber date the city Optic Network Facilities within the Public Right -of -Way council approves the Agreement; Agreement dated 5/24/1999 Campbell City CA Astound 12/30/2016 Encroachment Agreement between the City of Campbell and Astound Broadband, LLC Broadband, LLC dba Wave for the Installation of Network Facilities within Public Right -of -Way Fremont City CA Astound 10/24/2016 Agreement to Construct, Install and Maintain Fiber Optic and Related Broadband, LLC Facilities Within The Public Right of Way dba Wave Modesto City CA Astound 11 /10/2016 Encroachment Agreement between the City of Modesto and Broadband, LLC Wave/Astound Broadband, LLC .for the Installation of Fiber Optic dba Wave Network Facilities within the Public Right -of -Way 1.18 ENCROACHMENTS LFA Entity State Grantee 1 Approx. Documentation Type Effective Date Mountain City CA Astound 1/2/2013 Encroachment Agreement between the City of Mountain View and View Broadband, LLC Astound Broadband, LLC, for the Construction, Installation, Maintenance, and Operation of Fiber Optic Network Facilities Within the Public Right -of -Way San Mateo City CA Astound 1/22/2007 City of San Mateo Public Works Department Encroachment Permit Broadband, LLC Special Conditions for Telecommunications Work South San City CA Astound 3/10/1999 Encroachment Agreement between the City of South San Francisco Francisco Broadband, LLC and RCN Telecom Services of California, Inc. for the Installation of Network Facilities within Public Right -of -Way Woodside City CA Astound 1 /9/2017 Encroachment Agreement between the Town of Woodside and Broadband, LLC Astound Broadband, LLC dba Wave for the Installation of Fiber Optic Network Facilities within Public Right -of. -Way OTHER LEGAL AUTHORIZATIONS LFA Entity State Grantee Approx. Documentation Type Effective Date Battle City WA Astound Broadband, LLC 1.1/2/2016 Communication Facility Right of Way Agreement Ground dba Wave Bellevue City WA Astound Broadband, LLC 8/2/2016 Right of Way Use Agreement, Scope of Work Clackamas County OR Wave Broadband 4/14/2014 Utility Placement Agreement County Durham City OR Astound Broadband, LLC 4/7/2014 Telecommunication Provider License for Use and Occupancy of the Public Rights of Way Eugene City OR Astound Broadband, LLC 4/28/2014 Letter dated 4/28/2014 granting ongoing license Gresham City OR Astound Broadband, LLC Constructio Utility License - City of Gresham Contract No. 6470 dba Wave n start 119 Lompoc City CA Astound Broadband, LLC dba Wave 1/9/2017 Right -of -Way Use Agreement Marion Count County OR Wave Broadband 11/18/2016 PUC - Annual Work in Right -of -Way Permit #AB 16-086 Newberg city OR Astound Broadband, LLC 11./21/201.3 Utility Right of Way License Application "Non -Franchise" Olympia City WA Astound Broadband, LLC 8/11/2014 Ordinance No. 691.8 Granting a Non -Exclusive Master Use Permit Oregon City City OR Astound Broadband, LLC 3/19/2014 Right of Way Usage License Oregon City Code of Ordinances, Chapter 13.34 Poulsbo city WA Astound Broadband, LLC 3/4/2015 Telecommunications Master Pen -nit San Francisco City and County CA Astound Broadband, LLC dba Wave 9/13/201.6 Utility Conditions Permit for the Construction, Installation and Maintenance of Facilities within the Public Rights -of - Way Sherwood City OR Astound Broadband, LLC 3/21/2014 Utility Right of Way License Application Sherwood Municipal Code, Chapter 12.16 S rin field city OR Astound Broadband, LLC 3/19/2014 Utility License grant letter dated 3/19/2014 Warrenton City OR Astound Broadband, LLC 7/23/2013 Utility Right of Way License Application Woodinville City WA Astound Broadband, LLC 8/21/2014 Right of Way Use Authorization Permit 30208 30218 30344 6556 40349-2 40286 302.18 6576 30088 1.20 WSDOT'.FRANCHISES FRANCHISE NO. 7092 30060 30268 U78-48 UO3-18 6593 30208 6600 30071 6667 U82-24 6578 40237 40205 40247 U1673/1674 U 1497 1600 1.601 1.638 40292 U1908 U 1929 40238 40249 40228 40346 13623 10255 16820 16821 16822 1.6621 1.21. 10350 11151 UTB '1214 40341 20093 6637 17060 17162 17693 17694 17725 17771 17789 1.7841 1.7856 17857 18907 189081 10148 10281 10285 10349 1.0356 10606 10668 10671 30022 30035 30080 30252 30266 U01-006 122 40001, 40002 40003 40224 U1617 123 Schedule 3.22 Fiber Network 1.24 Schedule 3.23 125 Schedule 3.24 System Information (a) Basic customers: (b) High-speed Internet customers: (c) Telephone customers: (i) Description of each service offered: (ii) Rates being charged by the Group Companies for each class of service: (iii) Current list of signals carried and delivered: (iv) MHz capacity and channel capacity: (v) Approximate number of miles of plant: 126 Schedule 4.02 Blocker Capital Stock 127 Schedule 4.03 Holding Company 128 Schedule 4.04 Taxes 129 Schedule 6.01(b) Conduct of the Business 130 Schedule 6.03(f ) ReLyulatory Filings (i) Necessary filings with the FCC to obtain any FCC consent required under the Communications Laws include the following: ASR 1216691 Antenna Structure Registration WaveDivision Holdings, LLC W OT607 MG WaveDivision 1, LLC E3013 Receive -Only Earth Station WaveDivision I, LLC E4116 Receive -Only Earth Station WaveDivision I, LLC E8941 Receive -Only Earth Station WaveDivision I, LLC KJ98 Receive -Only Earth Station WaveDivision III, LLC Domestic Section 214 Authorization Domestic 214 Astound Broadband, LLC ITC-214-20050701-00565 International 214 Astound Broadband, LLC E2786 Receive -Only Earth Station Astound Broadband, LLC E873423 Receive -Only Earth Station Astound Broadband, LLC E990285 Receive -Only Earth Station Astound Broadband, LLC W JH368 MG Astound Broadband, LLC W JH370 MG Astound Broadband, LLC W NW743 MG Astound Broadband, LLC W NW745 MG Astound Broadband, LLC W NW746 MG Astound Broadband, LLC W OC758 MG Astound Broadband, LLC W OD680 MG Astound Broadband LLC W OM722 MG Astound Broadband, LLC WQQW481 MG Astound Broadband, LLC WQQX551 MG Astound Broadband, LLC WQQX550 MG Astound Broadband, LLC WQRN397 MG Astound Broadband, LLC WQSU460 MG Astound Broadband, LLC WQSU461 MG Astound Broadband; LLC WQSV220 MG Astound Broadband, LLC WQVS440 MG Astound Broadband, LLC WQUN664 MG Astound Broadband, LLC WQUN667 MG Astound Broadband, LLC 131 WQUW450 MG Astound Broadband, LLC W WC427 MG Astound Broadband, LLC WQWH982 MG Astound Broadband, LLC W WV761 MG Astound Broadband, LLC WQXB929 MG Astound Broadband, LLC W XM640 MG Astound Broadband, LLC WQXM641 MG Astound Broadband, LLC WQXQ421 MG Astound Broadband, LLC W X 870 MG Astound Broadband, LLC WQX 871 MG Astound Broadband, LLC ASR 1018394 Antenna Structure Registration Astound Broadband, LLC WLY-903 CARS WaveDivision VII, LLC WPYL202 MG WaveDivision VII, LLC W IJ661 MG Seattle's Best Internet, LLC WQIJ662 MG Seattle's Best Internet, LLC WQIJ663 MG Seattle's Best Internet, LLC W JM298 MG Seattle's Best Internet, LLC WQJM299 MG Seattle's Best Internet, LLC W KM581 MG Seattle's Best Internet, LLC WQKM582 MG Seattle's Best Internet, LLC WQKM583 MG Seattle's Best Internet, LLC W MF920 MG Seattle's Best Internet, LLC WQMF924 MG Seattle's Best Internet, LLC WQMF931 MG Seattle's Best Internet, LLC WQNW936 MG Seattle's Best Internet, LLC WQRL940 MG Seattle's Best Internet, LLC W RL941 MG Seattle's Best Internet, LLC W KY406 MM Seattle's Best Internet, LLC WQUF743 MG Seattle's Best Internet, LLC W UF744 MG Seattle's Best Internet, LLC W XM390 MG Seattle's Best Internet, LLC WQXM391 MG Seattle's Best Internet, LLC WQYB580 MG Seattle's Best Internet, LLC WQYB581 MG Seattle's Best Internet, LLC WQYJ552 MG Seattle's Best Internet, LLC W YL598 MG Seattle's Best Internet, LLC WQYL600 MG Seattle's Best Internet, LLC WQYL602 MG Seattle's Best Internet, LLC WQYN267 MG Seattle's Best Internet, LLC 132 WQYN268 MG Seattle's Best Internet, LLC W TV814 MG Seattle's Best Internet, LLC WQTV815 MG Seattle's Best Internet, LLC Sawtooth Technologies, WQLN305 MG L.L.C. Sawtooth Technologies, W LN306 MG L.L.C. Sawtooth Technologies, WQLN446 MG L.L.C. Sawtooth Technologies, WQNQ975 MG L.L.C. Sawtooth Technologies, WQOX553 MG L.L.C. Sawtooth Technologies, WQOX557 MG L.L.C. Sawtooth Technologies, WQOX626 MG L.L.C. Sawtooth Technologies, W RU215 MG L.L.C. Sawtooth Technologies, WQSH897 MG L.L.C. Sawtooth Technologies, WQSV395 MG L.L.C. Sawtooth Technologies, WQSV396 MG L.L.C. Sawtooth Technologies, WQWE970 MG L.L.C. Sawtooth Technologies, WQWE971 MG L.L.C. Sawtooth Technologies, WQW1848 MG L.L.C. Sawtooth Technologies, WQWJ642 MG L.L.C. Sawtooth Technologies, WQWK403 MG L.L.C. Sawtooth Technologies, WQWK404 MG L.L.C. Sawtooth Technologies, WQWM991 MG L.L.C. Sawtooth Technologies, W WM992 MG L.L.C. Sawtooth Technologies, WQWX678 MG L.L.C. 133 (ii) Necessary filings to obtain consents from the State PUCs and LFAs include the following: Reference is made to Schedule 3.03(b) (subsections "Cable Franchises," "Telecom Franchises," "OVS Franchises," "Utility and Right of Way Permits," "CLEC" ) 134 Schedule 6.05 Employee Matters 135 Schedule 6.15 Blocker Matters 136 Schedule 7.01(a)(ii) Governmental Approvals FCC: The required consents, approvals, waivers, and notices of the FCC set forth on Schedule 3.03 and Schedule 6.03(e) are incorporated herein by reference. State PUCs in California, Oregon and Washington: The required consents, approvals, waivers, and notices, as applicable, of the State PUCs in California, Oregon and Washington set forth on Schedule 3.03 and Schedule 6.03(f) are incorporated herein by reference. Determination of Required LFA Consents: Any and all required consents, approvals, waivers, and notices of LFAs required to be obtained in connection with the consummation of the Transactions shall be deemed to have been obtained upon the following calculation yielding a quotient greater than or equal to 0.85: (A) a numerator equal to the sum of the aggregate number of Subscribers attributable to service areas for which: (i) no consent, approval or waiver from a LFA in connection with the consummation of the Transactions is required by applicable Law or the terms of an applicable Franchise (including any service area in which applicable Law does not require the business of the Group Companies to be operated with a Franchise); and (ii) with respect to any service area in which a consent, approval or waiver from a LFA in connection with the consummation of the Transactions is required by applicable Law or the terns of an applicable Franchise, including, but not limited to, the Franchises listed below under "Franchises With Consent Requirements," and an application or other request for consent, approval or waiver is to be made to the applicable franchising authority in accordance with Section 6.03 of the Agreement, such required consents, approvals and waivers shall have been obtained or deemed to have been obtained (it being understood that for this purpose a consent shall be deemed obtained if it shall be deemed to have been received in accordance with Section 617 of the Communications Act), provided, however, that a consent shall be deemed not obtained if the relevant LFA has revoked such Franchise consistent with applicable Law and such revocation is final and non -appealable in any forum Divided by (B) a denominator equal to the total number of 137 Franchises With Consent Requirements' Reference is made to Schedule 3.03(b) (subsections "Cable Franchises," and "Telecom Franchises,") For the avoidance of doubt, the condition precedent to Purchaser's obligation to consummate the Closing set forth in Section 7.01(a)(ii) of the Agreement shall be satisfied upon the calculation set forth above under "Detennination of Required LFA Consents" in this 7.01(a)(ii) yielding a quotient greater than or equal to 0.85, even if certain of the consents of the Franchise authorities set forth below have not been obtained as of the Closing. 138 Steven Weed Harold Zeitz Wayne Schattenkerk James Penney Schedule A Knowledge 139 Pre -Transaction Organization Chart WaveDivision Capital III, LLC Fund managed byGI Partners 16.53% of Ownership 1 17.44% of Ownership Wave Holdco, LLC (Transferor) 00% OH WDH Holdco, LLC 100% WaveDivision Holdings, LLC WaveDivision I, LLC 1 100% 100% Sawtooth Technologies, L.L.C. WaveDivision II, LLC Li2n WaveDivision III, LLC Lin WaveDivision VII, LLC 11000/0 Cedar Communications, LLC 100% .Funds managed by Oak Hill Capital Partners 66.03% of Ownership looL WaveDivision IV, LLC Astound Broadband, LLC 100% WDH Black Rock, LLC 100%J Seattle's Best Internet, LLC LPs' POST -TRANSACTION TPG OWNERSHIP STRUCTURE David LPs Bonderman 100% Equity ---- - - --- - --- - --- --- ---- - --- - - - ---- --- -- - - - - - - - - - --- -- - --- - - - ----- - - - - - 100% ControJ2 ._._._._._._._. _ _,a._, James G. Coulter GP2 LPs LPs1 LPs' TPG VII DE Sole Shareholders AIV GenPar, L.P. LPs 100% Delaware ss s% LPs ( ) 98.6%Equity LPs GP2 Equity 100% Equity 0% Equity GP 1.4% Equity TPG Advisors GP VII, Inc. LPs' 1.4 %Equity (Delaware) IF LPs GP TPG VII TPG General 0% Equity DE AIV III, L.P. Partners -•--. Organization 78% Equity ror social (Delaware) VII (C), L.P. Insurance (Delaware) Sole h1ember TPG VII 100% LP DE AN II, L.P. LP 99.8% Equity 10.9 % (Delaware) Equity TPG VII LP Side-by-Sitle 0.1 % Equity Radiate Separate LP Holdings GP, Account. L.P. LP 41.3% LLC 10.01 % Equity Equity ._ _ LP2 (Delaware) Vigorous TPG VII 47.7% Equity ......................... Investment LP DE AIV I, L.P. TPG VII Pte Ltd' 1z.oso Equity DE AIV (Delaware) Holdings, L.P. LPs' (Delaware) CapitalG LPs' E), GP LPs LP 100% Control 100% LP 0% Equity 100 t LP Equity 10.4 % Equity LPs General Equity TPG 34 2% LP Equity 0% Control Organization 63.4% Wakeboard q y 7.% Equity for social LP Equity TPG VII 0% Control Insurance Co -Invest I, L.P. Radiate Equity (Delaware) LP Holdings I, L.P. StepStone H 24.3% (Delaware) Opportunities LP Equity Fund, L.P.' 36.6 % LP Equity LP2 TPG VII 46.4%Equity TPG ---------- _ 41.5% LP 0%Control - Wakeboard Equity - -•-. Wakeboard 35.6% Equity Co -Invest ll, L.P. Holdings, L.P. 0% Control Radiate (Delaware) (Delaware) Holdings, L.P. Notes: (Delaware) ' Each LP (a limited partner investor in the applicable vehicle) will hold less than five percent equity interest in the Transferee. (the "Transferee") 2 Interest is held indirectly through entities not depicted, all of which are wholly owned or controlled (as applicable) by the entities shown. 3 Vigorous Investment Pte, Ltd. and one or more of its affiliates may, in the aggregate, indirectly hold limited partnership interests representing up to 7.4% of the Transferee. 4 StepStone H Opportunities Fund, L.P. is beneficially owned by General Organization for Social Insurance. General Organization for Social Insurance will collectively and indirectly own 8.2 % of the Transferee. m K (D FCC 394 APPLICATION FOR FRANCHISE AUTHORITY CONSENT TO ASSIGNMENT OR TRANSFER OF CONTROL OF CABLE TELEVISION FRANCHISE FOR FRANCHISE AUTHORITY USE ONLY SECTION I. GENERAL INFORMATION DATE 6/16/2017 l . Community Unit Identification Number: WA0167 2. Application for: 71 Assignment of Franchise Ex-1 Transfer of Control 3. Franchising Authority: City of Port Orchard, WA 4. Identify community where the system/franchise that is the subject of the assignment or transfer of control is located: Port Orchard, WA 5. Date system was acquired or (for system's constructed by the transferor/assignor) the date on which service was provided to the first subscriber in the franchise area: 6/16/2003 6. Proposed effective date of closing of the transaction assigning or transferring ownership of the As soon as closing conditions system to transferee/assibmee: are satisfied 7. Attach as an Exhibit a schedule of any and all additional information or material filed with this application that is identified in the franchise as required to be provided to the franchising authority when requesting its approval of the type of transaction that is the subject of this application. PART I - TRANSFERORIASSIGNOR 1 Indicate the name mailino addrP.ce and telenhnne. nnmher of the tmmfernr/accionnr Exhibit No. 1 Legal name of Transferor/Assignor (if individual, list last name first) Wave Holdco, LLC Assumed name used for doing business (if any) Mailing street address or P.O. Box 401 Parkplace Center, Suite 500 City State ZIP Code Telephone No. (include area code) Kirkland WA 1 98033 425-896-1891 2.(a) Attach as an Exhibit a copy of the contract or agreement that provides for the assignment or transfer of control (including any exhibits or schedules thereto necessary in order to understand the terns thereof). If there is only an oral agreement, reduce the terms to writing and attach. (Confidential trade, business, pricing or marketing information, or other information not otherwise publicly available, may be redacted). (b) Does the contract submitted in response to (a) above embody the fit]] and complete agreement between the transferor/assignor and the transferee/assignee? If No, explain in an Exhibit. Exhibit No. 2 L J Yes No Exhibit No. N/A PART II - TRANSFEREEJASSIGNEE I !al IndiratP the name mailina Arhirecc and 1P1PnhnnP mimhrr of fhe franc£.+rPP; �ccionPP Legal name of Transferee/Assignee (if individual, list last name first) Radiate H I in L.P. Assumed name used for doing business (if any) Mailing street address or P.O. Box 301 Commerce Street, Suite 3300 City State ZIP Code Telephone No. (include area code) Fort Worth TX 76102 817-871-4000 (b) Indicate the name_ mailintr address_ and telenhone number of nerson to contact. if other than trancfe.re.eJacsianee_ Name of contact person (list last name first) Seth .A. Davidson Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Mailing street address or P.O, Box 701 Pennsylvania Avenue, NW Suite 900 City State ZIP Code Telephone No. (include area code) Washington DC 20004 202-434-7447 (c) Attach as an Exhibit the name, mailing address, and telephone number of each additional person who Exhibit No. should be contacted, if any. N/A (d) Indicate the address where the system's records will be maintained. Street address 401 Park lace Center Suite 500 City State ZIP Code Kirkland WA 98033 2. Indicate on an attached exhibit any plans to change the current terms and conditions of service and Exhibit No. operations of the system as a consequence of the transaction for which approval is sought. 1 3 SECTION II. TRANSFEREE'S/ASSIGNEE'S LEGAL QUALIFICATIONS 1. Transferee/Assignee is: Corporation Limited Partnership a. Jurisdiction of incorporation: d. Name and address of registered agent in jurisdiction: b. Date of incorporation: c. For profit or not -for -profit: a. Jurisdiction in which formed: c. Name and address of registered agent in Delaware iurisdiction: c/o Maples Fiduciary Services (Delaware) Inc. b. Date of formation: Suite 302, 4001 Kennett Pike, Wilmington, 08/09/2016 Delaware 19807 General Partnership a. Jurisdiction whose laws govern formation: b. Date of formations: Individual Exhibit Other. Describe in an Exhibit. No. N/A 2. List the transferee/assignee, and, if the transferee/assignee is not a natural person, each of its officers, directors, stockholders beneficially holding more than 5% of the outstanding voting shares, general partners, and limited partners holding an equity interest of more than 5%. Use only one column for each individual or entity. Attach additional pages if necessary. (Read carefully - the lettered items below refer to corresponding lines in the following table.) (a) Name, residence, occupation or principal business, and principal place of business. (If other than an individual, also show name, address and citizenship of natural person authorized to vote the voting securities of the applicant that it holds.) List the applicant first, officers, next, then directors and, thereafter, remaining stockholders and/or partners. (b) Citizenship. (c) Relationship to the transferee/assignee (e.g., officer, director, etc.). (d) Number of shares or nature of partnership interest. (e) Number of votes. (f ) Percentage of votes. (a) See Exhibit 4 (b) (c) (d) (e) (f ) I'm :'a If the applicant is a corporation or a limited partnership, is the transferee/assignee formed under the Yes I No laws of, or duly qualified to transact business in, the State or otherjurisdiction in which the system operates? if the answer is No, explain in an Exhibit. Exhibit No. Has the transferee/assignee had any interest in or in connection with an applicant which has been Yes FTI No dismissed or denied by any franchise authority? If the answer is Yes, describe circumstances in an Exhibit. Exhibit No. N/A Has an adverse finding been made or an adverse final action been taken by any court or Yes FENo administrative body with respect to the transferee/assignee in a civil, criminal or administrative proceeding, brought under the provisions of any law or regulation related to the following: any felony; revocation, suspension or involuntary transfer of any authorization (including cable fi-anchises) to provide video programming services; mass media related antitrust or unfair competition; fraudulent statements to another government unit; or employment discrimination? If the answer is Yes, attach as an Exhibit a full description of the persons and matter(s) involved, Exhibit No. including an identification of any court or administrative body and any proceeding (by dates and file N/A. numbers, if applicable), and the disposition of such proceeding. Are there any documents, instruments, contracts or understandings relating to ownership or future E—] Yes JFX 1 No ownership rights with respect to any attributable interest as described in Question 2 (including, but not limited to, non -voting stock interests, beneficial stock ownership interests, options, warrants, debentures)? Exhibit No. N/A If Yes, provide particulars in an Exhibit. Do documents, instruments, agreements or understandings for the pledge of stock of the transferee/assignee, as security for loans or contractual performance, provide that: (a) voting rights will remain with the applicant, even in the event of default on the obligation; (b) in the event of default, there will be either a private or public sale of the stock; and (c) prior to the exercise of any ownership rights by a purchaser at a sale described in (b), any prior consent of the FCC and/or of the franchising authority, if required pursuant to federal, state or local law or pursuant to the terms of the franchise agreement will be obtained? If No, attach as an Exhibit a full explanation. SECTION III. TRANSFEREE'S/ASSIGN.EE'S FINANCIAL QUALIFICATIONS The transferee/assignee certifies that it has sufficient net liquid assets on hand or available from committed resources to consummate the transaction and operate the facilities for three months. F—x]YesF--]No Exhibit No. N/A 0 Yes F1 No 2. Attach as an Exhibit the most recent financial statements, prepared in accordance with generally Exhibit Nos. accepted accounting principals, including a balance sheet and income statement for at least one full 6 year, for the transferee/assignee or parent entity that has been prepared in the ordinary course of business, if any such financial statements are routinely prepared. Such statements, if not otherwise publicly available, may be marked CONFIDENTIAL and will be maintained as confidential by the franchise authority and its agents to the extent permissible under local law. SECTION IV. TRANSFEREE'S/ASSIGNEE'S TECHNICAL QUALIFICATIONS Set forth in an Exhibit a narrative account of the transferee's/assignee's technical qualifications, experience Exhibit No. and expertise regarding cable television systems, including, but not limited to, Summary information about appropriate management personnel that will be involved in the system's management and operations. The tra.nsferec/assignee may, but need not, list a representative sample of cable systems currently or formerly owned or operated. SECTION V - CERTIFICATIONS Ptu-t I - Trunsferor/Assignor All the statements made in the application and attached exhibits are considered material representations; and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. i CERTIFY that the statements in this application are true, complete and correct to the best of my knowledge and belief and are made in good faith. WILLFUL, FALSI", STATEMENTS MADE ON THIS FORM ARE PUNiSHABLE BY FiNE AND/OR IMPRiSONMENT. U.S. CODE, 1'I'I'L,I:i 18. SECTION 1001. Check appropriate classification: 1-1 Individual General Partner Signalwe Nlltle James A. Penney, General Counsel, Wave Holdco LLC RCorporate Officer (Indicate Title) 11 Other. Explain: Part 11 -Transferee/Assignee All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. The transferee/assignee certifies that he/she: (a) Flan a current copy of the FCC's Rules govern ing cable television systems. (b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and related regulations. (e) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations. and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure tiny violations thereof or defaults thereunder presently in effect or ongoing. i CERTl1',Y that the statements in this application are true, complete and correct to the best of my knowledge and belief and are made in good faith. WILLFUL. FALSE: STATEMENTS MADE ON "PHIS FORM ARE PUNiSIfAIBLE" BY FINE AND/OR IMPRISONMENT". U.S. CODE.. TITLE 18. SECTION 1001. Check appropriate classification: r-1 Individual F-1 General Partner signature Date Print full name Jeffrey B. Kramp, General Counsel, Radiate Holdinp,s, I....P. FX Corporate Officer (Indicate Title) El! Other. Explain: SECTION V - CERTIFICATIONS Part I - Transferor/Assignor All the statements made in the application and attached exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. I CERTIFY that the statements in this application are true, complete and correct to the best of my knowledge and belief and are made in good faith. WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, TITLE 18, SECTION 1001. ,k appropriate classification: F] Individual 1-1 General Partner Signature Print full name James A. Penney, General Counsel, Wave Holdco LLC Corporate Officer (Indicate Title) n Other. Explain: Part 11- Transferee/Assignee All the statements made in the application and attached Exhibits are considered material representations, and all the Exhibits are a material part hereof and are incorporated herein as if set out in full in the application. The transferee/assignee certifies that he/she: (a) Has a current copy of the FCC's Rules governing cable television systems. (b) Has a current copy of the franchise that is the subject of this application, and of any applicable state laws or local ordinances and related regulations. (c) Will use its best efforts to comply with the terms of the franchise and applicable state laws or local ordinances and related regulations, and to effect changes, as promptly as practicable, in the operation system, if any changes are necessary to cure any violations thereof or defaults thereunder presently in effect or ongoing. I CERTIFY that the statements in this application are true, complete and correct to the best of my knowledge and belief and are made in good faith. WILLFUL FALSE STATEMENTS MADE ON THIS FORM ARE p r7 2 [J PUNISHABLE BY FINE AND/OR IMPRISONMENT. U.S. CODE, TITLE 18, SECTION 1001. Print full name Jeffrey B. Kramp, General Counsel, Radiate Holdings, L.P. Check appropriate classification: FIndividual ❑ General Partner n Corporate Officer (Indicate'Pitle) 11 Other. Explain: EXHIBIT 3 June 16, 2017 EXHIBIT 3 Transferee has no current plans to change the terms and conditions of service or operations of the system. The system will be operated pursuant to the terms of the franchise agreement and/or applicable law after the consummation of the proposed transaction. Transferee reserves the right to make service and operational changes in accordance with the terms of the current franchise agreement and applicable law. EXHIBIT 4 June 16, 2017 EXHIBIT 4 Transferee Name: Address: Citizenship: Number of Shares/Nature of Interest: Number of votes: Voting Percentage: Radiate Holdings, L.P. 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 United States Transferee N/A N/A Holders of 5% or Greater Ownership or Voting Interest in Transferee (see also Exhibit 2, Attachment C. Post -transaction Corporate Or-oanizational Chart) Name: Address: Citizenship: No. Shares/Nature of Interest: \ Voting Percentage: Principal Business: Name, Address, & Citizenship of Person Authorized to Vote: Name: Address: Citizenship: No. Shares/Nature of Interest: Voting Percentage: Principal Business: Name: Address: Citizenship: Voting Percentage: Occupation: Radiate Holdings GP, LLC 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 United States General Partner, 0% Equity of Transferee 100% of Transferee Holding Company David Bonderman, United States & James G. Coulter, United States c/o 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 TPG Advisors VII, Inc. 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 United States 100% Equity of Radiate Holdings GP, LLC NIA Holding Company David Bondennan 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 United States 50° o Shareholder o TPCi vimInc. N/A Investor Name: James G. Coulter Address: 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 Citizenship: United States No. Shares/Nature of Interest: 50% Shareholder of TPG Advisors VII, Inc. Voting Percentage: N/A Occupation: Investor Name: TPG VII Radiate Holdings I, L.P. Address: 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 Citizenship: United States No. Shares/Nature of Interest: Ltd. Partner, 46.4% Equity of Transferee (Direct) Voting Percentage: 0% of Transferee Principal .Business: Private Equity Fund Name: TPG VII Wakeboard Holdings, L.P. Address: 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 Citizenship: United States No. Shares/Nature of Interest: Ltd. Partner, 35.6% Equity of Transferee (Direct) Voting Percentage: 0% of Transferee Principal Business: Private Equity Fund Name: Capital G Address: c/o Jeremiah Gordon 1600 Amphitheatre Parkway Mountain View, CA 94043 Citizenship: United States No. Shares/Nature of Interest: Ltd. Partner, 7.6% Equity of Transferee (Direct) Voting Percentage: 0% of Transferee Principal Business: Internet Name: TPG VII .DE AIV Holdings, L.P. Address: 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 Citizenship: United States No. Shares/Nature of Interest: Ltd. Partner, 58.5% Equity of Transferee (Indirect) Voting Percentage: N/A Principal Business: Private Equity Fund Name: TPG VII DE AIV 1, L.P. Address: 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 Citizenship: United States No. Shares/Nature of Interest: Ltd. Partner, 27.9% Equity of Transferee (Indirect) Voting Percentage: N/A Principal Business: Private Equity Fund Name: TPG VII DE AIV II, L.P. Address: 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 Citizenship: United States No. Shares/Nature of Interest: Ltd. Partner, 24.2% Equity of Transferee (Indirect) Voting Percentage: N/A Principal Business: Private Equity Fund Name: TPG VII DE AIV III, L.P. Address: 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 Citizenship: United States No. Shares/Nature of Interest: Ltd. Partner, 6.4% Equity of Transferee (Indirect) Voting Percentage: N/A Principal Business: Private Equity Fund Name: TPG Wakeboard Co -Invest I, L.P. Address: 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 Citizenship: United States No. Shares/Nature of Interest: Ltd. Partner, 8.6% Equity of Transferee (Indirect) Voting Percentage: N/A Principal Business: Private Equity Fund Name: TPG Wakeboard Co -Invest II, L.P. Address: 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102 Citizenship: United States No. Shares/Nature of .Interest: Ltd. Partner, 14.8% Equity of Transferee (Indirect) Voting Percentage: N/A Principal Business: Private Equity Fund Name: Address: Citizenship: No. Shares/Nature of Interest: Voting Percentage: Principal Business: StepStone H Opportunities Fund, L.P.1 c/o StepStone Group LP 4275 Executive Square, Suite 500 La Jolla, CA 92037 Cayman Islands Ltd. Partner, 5.4% Equity of Transferee (Indirect) N/A Private Equity Fund Name: General Organization for Social Insurancez Address: King Abdulaziz Street P.O. Box 878, 51" Floor Riyadh 11421 Saudi Arabia Citizenship: No. Shares/Nature of Interest: Voting Percentage: Principal Business: Name: Address: Citizenship: No. Shares/Nature of Interest: Voting Percentage: Principal Business: Saudi Arabia Ltd. Partner, 8.2% Equity of Transferee (Indirect) [includes 5.4% indirect equity stake of StepStone H Opportunities Fund, L.P.] N/A Sovereign Wealth Fund Vigorous Investment Pte, Ltd. 168 Robinson Road #37-01 Capital Tower Singapore 068912 Singapore Ltd. Partner, up to 7.4% Equity of Transferee (Indirect) N/A Investor 1 StepStone H Opportunities Fund, L.P. ("StepStone") is beneficially owned by General Organization for Social Insurance ("GOSI"). Including StepStone's 5.4% indirect equity stake, GOSI will collectively have an indirect equity stake in Transferee of 8.2%. See note 1. 3 Vigorous .Investment Pic, Ltd and one or more of its affiliates may, in the aggregate, indirectly hold limited partnership interests representing up to 7.4% of the Transferee. EXHIBIT 5 June 16, 2017 EXHIBIT 5 Radiate Holdings, L.P. is not a corporation or limited partnership formed under the laws of, or duly authorized to transact business in Washington. However, the operating subsidiary holding the franchise is and remains duly registered to do business in Washington. EXHIBIT 6 June 16, 2017 EXHIBIT 6 FINANCIAL STATEMENTS Transferee respectfully requests that it be accorded confidential treatment for the documents submitted as Exhibit 6. REPORT IED MARCH 31, 2017 Radiate HOIdCO, LLC 650 College Road East Princeton, NJ 08540 (609)452-8197 The date of this report is May 30, 2017 1 1 1 1 3 Radiate HoldCo, LLC Unaudited Consolidated Balance Sheet (Dollars in Thousand) ASSETS March 31, 2017 Current Assets: Cash and cash equivalents $ 43,072 Accounts receivable, net of allowance of doubtful accounts of $1,947 36,203 Prepayments and other current assets 16,167 Total current assets 5,442 Property, plant and equipment, net of accumulated depreciation of $22,249 v 865,347 Goodwill 204,462 Intangible assets, net of accumulated amortization of $3,092 1,226,435 Long term restricted cash 746 Deferred charges and other assets 1.1,705 Total assets 2,404,137 LIABILITIES AND MEMBERS' EQUITY (DEFI Current Liabilities: Accounts payable Advanced billings and customer deposits 27,406 8,889 71,332 12,291 14,250 840 1.35,008 1,359,056 391,083 6,565 130 1,891,842 547,132 (34,837) 512,295 Total liabilities and members' equity(deficit) $ 2,404,137 m * � � 77- 5 T �E 6 I 7 9 10 12 a 14 15 16 17 18 T 19 MW 20 21 22 PA 24 COM*Dal,,"� �� Mese i r t Stater lias i5sued bly D,fa,3t� , �tj plrtrei,i ;-p U.S.m 1 LL ber of EDO U",, k�ocl, a Jo coxvly 13"ited hy ql.cant�e, JIDO. Yankee Cable Parent, LLC Yankee Cable Parent, LLC Contents Independent Auditor's Report Consolidated Financial Statements 3-4 7 10-25 D 0 ]DUTOC Independent Auditor's Report Board of Directors Yankee Cable Parent, LLC Princeton, NJ Tet: 732-750.0900 90 Woodbridge Center Dr-, 4"1 Roor Fax: 732-750-1222 Woodbridge, NJ 07095 www.bdo.com We have audited the accompanying consolidated financial statements of Yank Cable Parent, LLC and its subsidiaries, which comprise the consolidated balance sheets -Dec b 1, 2016 and 2015, and the related consolidated statements of operations, stateme s e rs' equity (deficit), and cash flows for each of the three years in the period endle D " 31, 2016, and the related notes to the consolidated financial statements. Management's Responsibility for the Financial Statement Management is responsible for the preparation and fair sent on of these consolidated financial statements in accordance with accountiin enerally accepted in the United States of America; this includes the design, imple - tafi' n, aintenance of internal control relevant to the preparation and fair presentat' Hof ion idated financial statements that are free from material misstatement, whether due f d or ror. Auditor's Responsibility Our responsibility is to express an o i on t se consolidated financial statements based on our audits. We conducted our ati s i cc ce with auditing standards generally accepted in the United States of Americas Thos s d ds require that we plan and perform the audit to obtain reasonable assuranc„ auhet r the consolidated financial statements are free from material misstatement. ,y An audit involves pew ro° edures to obtain audit evidence about the amounts and disclosures in th ski ate financial statements. The procedures selected depend on the auditor's judg ent, I ing the assessment of the risks of material misstatement of the consolidated ancial to ements, whether due to fraud or error. In making those risk assessm tYlaudi 1 considers internal control relevant to the entity's preparation and fair presen ion of tsf solidated financial statements in order to design audit procedures that are approp ;ate in he circumstances, but not for the purpose of expressing an opinion on the effecti'; es s oj the entity's internal control. Accordingly, we express no such opinion. An audit also in ` aluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 3DC% USA, LLP, a De!amare !f:niur:; liability artn!sip, is ',be il.S.:rir�L'ei e� BD0 6ae::atiora! �imrtFt;, a UK e„m;:;;np tirr.':ed by ;;iarartee, and €cans par: of the i.^.tf rrat-o, ai BDO 0e!.0, k of W&Perr.Fni rwmb�, tires. 3CrC% is the brand nan-e for the 'C}C% . ,A,,ork z�.- `0r each of ...- 100 me:�tb �r Firms. 3 Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Yankee Cable Parent, LLC and its subsidiaries as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the three years in the period ended December 31, 2016 in accordance with accounting principles generally accepted in the United States of America. OtRIN/ March 17, 2017 1 IC A40 AV Consolidated Financial Statemen Yankee Cable Parent, LLC Consolidated Statements of Income (Dollars in thousands) Yankee Cable Parent, LLC Consolidated Balance Sheets (Dollars in thousands) December 31, 2016 2015 Assets Current assets: Cash and cash equivalents $ 22,785 $ 33,124 Accounts receivable, net of allowance for doubtful accounts of $1,495 and $1,880, respectively 57,355 53,829 Prepayments and other current assets 11,937 9,521 Total current assets 92,07 96,474 Property, plant and equipment, net of accumulated depreciation of $530,431 and $462,843, respectively 4N, 45,664 Goodwill 12 0 124,081 Intangible assets, net of accumulated amortization of $108,200 and $99,991,respectively 04 60 213,061 Long-term restricted investments 45 730 Deferred charges and other assets ,300 6,961 Total assets $ 838,045. $ 786,971 Liabilities and Members' Equity (Deficit) Current: Accounts payable $ 18,079 $ 16,829 Advance billings and customer deposits 34,896 33,503 Accrued expenses and other 74,992 57,492 Accrued employee compensation and e - ed ex ns 14,064 13,736 Current portion of long-term debt 7,418 7,644 Total current liabilities 149,449 129,204 Long-term debt 691,691 711,370 Bond payable 302,878 302,226 Other long-term liabilities 3,876 5,653 Total liabilities 1,147,894 1,148,453 Commitments and conti encfi Members' equity , , j ). Members' contri ution ': (371,058) (372,244) Accumulated s 'plus 61,209 10,762 To ° ' firs' """ uity (deficit) (309,849) (361,482) Total liabiiffi and members' equity (deficit) $ 838,045 $ 786,971 See accompanying notes to the consolidated financial statements. Yankee Cable Parent, LLC Consolidated Statements of Cash Flows (Dollars in thousands) Yankee Cable Parent, LLC Consolidated Statements of Members' Equity (Deficit) (Dollars in thousands) Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) 1. Organization And Description Of Business Yankee Cable Partners, LLC ("Cable Partners") was formed in Delaware on March 3, 2010 and is majority owned by ABRY Partners VI, L.P. ("ABRY"), a Delaware limited partnership. ABRY holds a controlling interest in Cable Partners which is the parent of Yankee Cable Parent, LLC ("Cable Parent") or (the "Company"), which is the indirect parent of RCN Telecom Services, LLC ("RCN Telecom"). On March 5, 2010, RCN Corporation ("RCN") entered into an Agreement a&Plaer(the "Merger Agreement') with Yankee Cable Acquisition, LLC. Upon consummation of the transactions contemplated by the Merger r` m - on 7ffigust 26, 2010 (the "Closing Date') ("Inception'), RCN was separated into its two b.; ""Mess g nts formerly known as Residential/Small Business ("Cable') and Metro Optical Net idera a separation of the two business segments was accomplished through a serie of s s se forth in the Merger Agreement, including the formation of several new legal ent s, tr sfers of certain assets and obligations to and from affiliated entities and the mer ' f tain tities with and into other affiliated entities. The Cable segment now operates entity RCN Telecom which is a wholly owned subsidiary of Yankee Cable Acquisi ' , LL hich is a wholly owned subsidiary of Cable Parent. The acquisition of RCN Telecom by accounting with Yankee Cable Acquis acquirer in accordance with FASB A valuation of the fair value of the Vr done using an independent appr n rfor under the acquisition method of owned subsidiary of Cable Parent, as the usiness Combinations ("ASC Topic 805'). The equipment and intangible assets acquired was The Company is a competitive o ke d services provider, delivering all -digital and high -definition video, high-speed intern t and irvices to Residential and Small and Medium Business ("SMB") customers under the br CN and RCN Business Services, respectively. The Company constructs and oper i w orks, and its primary service areas include: Washington, D.C., Philadelphia, Leh' Vat A), New York City, Boston and Chicago. 2. Basis QWd&entatn And Summary Of Significant Accounting Policies Basis of esentgion and Consolidation The accongpoctp g consolidated financial statements have been prepared in accordance with accountinles generally accepted in the United States of America ("U.S. GAAP") and include the accounts of the Company. All intercompany transactions and balances among consolidated entities have been eliminated. Reclassifications Certain balances in the 2015 and 2014 financial statements have been reclassified to conform with the current year presentation. 10 Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) Use of Estimates and Assumptions The preparation of consolidated financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Management periodically assesses the accuracy of these estimates and assumptions. Actual results could differ from those estimates. Estimates are used when accounting for vano items, including but not limited to allowances for doubtful accounts; derivative financial in umen s; asset impairments; certain acquisition -related liabilities; revenue recogniti de p ci ` on and amortization; and legal and other contingencies. Estimates and assumptio t . sed when determining the allocation of the purchase price in a business combin tiV a' alue of assets and liabilities and determining related useful lives. Cash and Cash Equivalents I" The Company considers all highly liquid investments wi an o inal turity of three months or less at the time of purchase to be cash equivalents. Concentration and Monitoring of Credit Risk Financial instruments that potentially subje pa to significant concentrations of credit risk consist primarily of cash and cas quiv n ccounts receivable, interest rate swap agreements, and undrawn revolving linf, o redit m itments. The Company invests its cash and h e iv in accordance with the terms and conditions of the Credit Agreement by and a ng an ble Acquisition, LLC, the Company, Sun Trust, as Administrative Agent (the "Ad i .ve A nt"), and certain syndicated lenders, executed on the Closing Date (as amended fro -.ti to time, the "Credit Agreement"), which seeks to ensure both liquidity and safety of pr,' at e ' to 7). The Company's policy limits investments to instruments issued by the U.S. Bove ommercial institutions with strong investment grade credit ratings, and place c ns o the length of maturity. The Company monitors the third -party depository instit ons t t .y,�td its cash and cash equivalents. The Comp r trict investments are either held in escrow or in deposit accounts with institutio having f investment grade credit ratings. The Comp y's t de receivables reflect a diverse customer base. Up front credit evaluation and account m g procedures are used to minimize the risk of loss. As a result, concentrations of credit risk are limited. The Company believes that its allowance for doubtful accounts is adequate to cover these risks. The Company has potential exposure to credit losses in the event of nonperformance by the counterparties to its (i) revolving line of credit, (ii) letter of credit commitments collateralized by the Sponsor Facility (as discussed further in Note 13), and (iii) derivative instruments and hedging activities (as discussed further in Note 9). The Company anticipates however, that the counterparties will be able to fully satisfy their obligations under these agreements, given that they are very large, highly rated financial institutions, and in the case of the revolving tine of credit, are also key lenders under the Credit Agreement. 11 Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) Accounts Receivable, net The Company carries the accounts receivable at cost less an allowance for doubtful accounts. Allowances for doubtful accounts are recorded as a selling, general and administrative expense. The Company evaluates the adequacy of the allowance for doubtful accounts at least quarterly and computes the allowance for doubtful accounts by applying a percentage to accounts in past due categories. This percentage is based on the history of actual write-offs. The Company also performs a subjective review of specific large accounts to determine if an additional re s ve is necessary. The formula for calculating the allowance closely parallels RCN's history of actual ite-offs net of recoveries. The allowance for doubtful accounts was $1.5 million and $1.9 n a , ee ber 31, 2016 and 2015, respectively. Long -Term Restricted Investments The Company has cash balances held as collateral related ar s in nce policies (mainly general, auto liability, and workers compensation), and sur bon primarily for franchise and permit obligations. These investments are restricted and ava ble f use by the Company. Property, Plant and Equipment, net Additions to property, plant and equipment are t at t it acquisition cost. Costs associated with new customer installations and the ' nI f ork equipment necessary to provide advanced services are capitalized. Costs tali of initial customer installations include material, labor, and certain indirect c st nd ar ca talized in accordance with FASB ASC Topic 922- Entertainment - Cable Televis, rill`A To 922"). Indirect costs pertain to the Company's personnel that assist in connect'1th e ice and primarily consist of wages, employee benefits, payroll taxes, and an cat' n o rhead and direct variable costs associated with the capitalizable activities such in tion d construction labor costs and third party installation costs. The costs of disconnec downgrading service at a customer's dwelling are charged to expense in the period ' re C s for repairs and maintenance are charged to expense as incurred, while plant an t eplacement and betterments, including replacement of cable drops from the po a ells , are capitalized. Depreciation is r orded ingthe straight-line method over the estimated useful lives of the various classes oras c le pr erty. Leasehold improvements are amortized over the lesser of the life of the lehe estimated useful life. The significant components of property, plant and equipmee as average estimated lives are as follows: 12 Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) Depreciation expense was $68.0 million, $73.4 million and $83.3 million for the years ended December 31, 2016, 2015 and 2014, respectively. The Company accounts for its long-lived assets in accordance with FASB ASC Topic 360- Property, Plant and Equipment which requires that long-lived assets be evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such indicators include significant technological changes, adverse changes in relationships with local franchise authorities, adverse changes in market conditions and/or poo erating results. The carrying value of a long-lived asset group is considered impaired whe the p ojected undiscounted future cash flows is less than its carrying value, and the am f i ent loss recognized is the difference between the estimated fair value and the car not the asset or asset group. Fair market value is determined primarily using th je fu re cash flows discounted at a rate commensurate with the risk involved. Signific ju a in this area involve determining whether a triggering event has occurred, determi the cash flows for the assets involved and selecting the appropriate discount rate t e ap 'ed in etermining estimated fair value. During the years ended December 31, 2016, 2015 d 2 there were no long-lived asset impairment charges. Goodwill and Other Intangible Assets Goodwill Goodwill represents the excess of the ac sitio o an acquired entity over the fair value of the identifiable net assets acquired. k orda a 'th the provisions of FASB ASC Topic 350 Intangibles - Goodwill and Other (" ST 3 ), goodwill is not amortized but is tested for impairment on an annual basis or ee n ests if events occur or circumstances change that would more likely than not red t fai a e of a reporting unit below its carrying amount. In accordance with ASC Topic 0, Com ny has identified its reporting units as the primary geographic markets it operat i or purposes of goodwill impairment testing. Goodwill as of December 31, 2016 and t le 124.1 million, as a result of the acquisition by ABRY of the Company. The Compan s annual impairment test for goodwill in October and utilizes a qualitative assess p ch to determine whether it is more likely than not that the fair value of the reporting it is s an the carrying amount. As a result of the Company's impairment evaluation at De mber 2 16, there was no impairment loss. Indefinit Wed I c1 les In accord a wi the provisions of FASB ASC Topic 350, indefinite -lived intangible assets are tested for impair X an annual basis or between annual tests if events occur or circumstances change that would indicate that the assets might be impaired. The Company's indefinite -lived intangible assets consist of the RCN tradename and certain franchise rights. The Company conducted annual impairment tests of its indefinite -lived assets in the fourth quarter of 2016, 2015 and 2014 at the units of accounting level. The units of accounting were determined under the provisions of FASB ASC Topic 350 to be the Company's franchise rights in the Chicago and Pennsylvania markets and the RCN tradename. The Company reviewed the indefinite -lived assets for impairment in 2016, 2015 and 2014 and determined that no impairment existed. Other Intangibles The costs of other intangible assets, including customer relationships and software, are amortized over their estimated useful lives. Customer relationships are amortized on an accelerated method 13 Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) over a useful life of 3 to 9 years based on the period over which current customers are expected to generate cash flows. Internally developed software is amortized on a straight-line basis. Amortizable intangible assets are tested for impairment in accordance with FASB ASC Topic 360. See Note 4 for the ranges of useful lives of the amortizable intangible assets. Asset Retirement Obligations FASB ASC Topic 410- Asset Retirement and Environmental ("ASC Topic 410") %resses financial accounting and reporting for obligations associated with the retirement of tangible g-liv d assets and the associated asset retirement costs. FASB ASC Topic 410 requires rec on a ility for an asset retirement obligation in the period in which it is incurred at its estim e r e. Certain of the Company's franchise and lease agreements contain provisions t : t re Company to restore facilities or remove property in the event that the fran a le a agreement is not renewed. The Company expects to continually renew its franchis eme d therefore, cannot estimate any liabilities associated with such agreements. A r to ssibil exists that franchise agreements could terminate unexpectedly, which could resin the mpany incurring significant expense in complying with the restoration or removal visi . Th e are no significant asset retirement -related liabilities recorded in the Comganvs d financial statements. Revenue Recognition Revenues are principally derived from fees - is - d w' the Company's video, telephone, and high-speed data services and are recogni as e ; e en the services are rendered, evidence of an arrangement exists, the fee is fi d dete i ble and collection is probable. Payments received in advance are deferred . E re gni d as revenue when the service is provided. Installation fees charged to the pan r ' tial and small business customers are less than related direct selling costs an er , re r recognized in the period the service is provided. Installation fees charged to r all b siness customers are generally recognized over the contract life which is not m rt- ly different than the service life. Reciprocal compensation revenue, the fees that ex n carriers pay to terminate calls on each other's networks, is based upon calls terming ompany's network at contractual rates. Under the terms of applicable franchi,' e; , nts, he Company is generally required to pay an amount based on gross video revel"es to a at franchising authority. These fees are normally passed through to the Company's I le su cri ers and accordingly, the fees are classified as revenue with the correspon o , 'nclu d in direct expenses. Certain other taxes imposed on revenue producing transacti f s, such versal Service Fund fees are also presented as revenue and expense. For the years ,anded cember 31, 2016, 2015 and 2014, revenues included approximately $18.7 million, $18.9 milip and, 18.9 million of franchise fees, respectively. When the Company enters into sales contracts for the sale of multiple products or services, the Company evaluates whether it has fair value evidence for each deliverable in the transaction. If the Company has fair value evidence for each deliverable of the transaction, then it accounts for each deliverable in the transaction separately, based on the relevant revenue recognition accounting policies. For example, the Company sells video, high-speed data and voice services to subscribers in a bundled package at a rate lower than if the subscriber purchases each product on an individual basis. Subscription revenues received from such subscribers are allocated to each product in a pro- rata manner based on the relative fair value of each of the respective services. 14 Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) Direct Expenses Direct expenses consist primarily of video programming costs, leased telecommunications services, voice termination costs, franchise and regulatory fees, pole rental and right-of-way fees, co -location costs and revenue share payments. Programming costs consist of the fees paid to suppliers of video content, which is generally obtained through multiyear agreements and contains rates that are typically based the number of authorized subscribers that receive the programming content. At times, as these tract_ expire, programming content continues to be provided based on interim arrange w parties negotiate new contractual terms, sometimes with effective dates that affe ods. While actual payments are generally made under the prior contract terms g t e ation period, the amount of programming expenses recorded during the n ti n eriod is based on management's estimates of the expected contractual ter, be t ately negotiated. Programming costs are paid each month based on calculatio erf ed b t e Company and are subject to periodic audits performed by the programmers. Ce in p ramming contracts contain launch incentives paid by the programmers. The Corn r ords a launch incentives on a straight-line basis over the life of the programmin a " s a reduction of programming expense. The deferred amount of launch incentive mcl ' d in her tong -term liabilities. The Company accrues for the expected costs of le tel c munications and voice termination services provided by third party telecom tfo s iders in the period the services are rendered. Invoices received from the thir arty le munications providers are often disputed due to billing discrepancies. The Co a accr s or all disputed invoiced amounts that are considered probable and estimable -a " o ge,„ liabilities. Disputes that are resolved in the Company's favor are recorded aIft, Iduci i ect expenses in the period the dispute is settled. Any benefits associated with tho ble s ution of such disputes are often realized in periods subsequent to the accrual of ted i oice. All other direct costs are expensed as incurred. 15 Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) - also known as the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Debt Issuance Costs Debt issuance costs are capitalized and amortized to interest expense over the term of the underlying obligations using the straight-line method which approximates the effective interest method, and are a reduction of the outstanding debt amount. Income Taxes The Company and all of its subsidiaries are organized as limited liabil' co d are taxed under the partnership provisions of the Internal Revenue Code. Acc , n rovision for federal income taxes has been made in the accompanying financial stat ntsn , th it profits and losses are ultimately reported on the tax returns of the Company's a rs. istrict of Columbia ("DC") and New York City does impose income taxes on uninc orat businesses, and therefore, the Company is subject to these taxes. Accordingly, wh n the omp has claimed tax benefits that may be challenged by a tax authority, these unc r sitions are accounted for under FASB ASC Topic 740. Under this accounting guida t b s are recognized only for tax positions that are more likely than not to be su I ned p examination by tax authorities. The amount recognized is measured as the largest a u of b efit that is greater than 50 percent likely to be realized upon settlement. A lia fo nre nized tax benefits is recorded for any tax benefits claimed in the Company's x r r I t do not meet these recognition and measurement standards. At December 3 016, e ompany has not recorded any liability for unrecognized tax benefits. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), that introduces a new five -step revenue recognition model in which an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires disclosures sufficient to enable users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers, including qualitative and quantitative disclosures about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This 16 Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) standard is effective for fiscal years beginning after December 15, 2018. The Company is currently evaluating the new guidance to determine the impact, if any, it will have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03 which requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than be presented as an asset. In August 2015 the FASB issued ASU 2015-15, which amends the previously issued ndard, to allow debt issuance costs related to a line -of -credit arrangement to continue to b repow d as n asset. This standard is effective for fiscal years beginning after December 15, 20 d r e periods within fiscal years beginning after December 15, 2016, and must be appl' d o a s ctive basis. The Company adopted this standard in 2016 and reclassified the 20 [an o nform to the 2016 presentation. Debt issuance costs of $19.3 million and $4.4 = on at g to Long-term debt and bond payable, respectively, were reclassified from defer harg a other assets and recorded as a reduction to the outstanding debt amounts. In February 2016, the FASB issued Accounting Standar d No.X2016-02, Leases. The new standard establishes a right -of use (ROU) model that q ee to record a ROU asset and a lease liability on the balance sheet for all leases w' ter 11 long than 12 months. Leases will be classified as either finance or operating, with ass' at affecting the pattern of expense recognition in the income statement. The guidan i effeLti e for reporting periods, interim and annual, beginning after December 15, 2019 o an currently evaluating the new guidance to determine the impact, if any, it will h on it o Jdated financial statements. In August 2016, the FASB issued ASU . 1 tement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Ca a ts. e new guidance makes eight targeted changes to how cash receipts and cash pay < , nt re sented and classified in the statement of cash flows. The guidance is effective fo is ears eginning after December 15, 2018. Early adoption is permitted. An entity that ele ly adoption must adopt all of the amendments in the same period. The new guidan uI , option on a retrospective basis unless it is impracticable to apply, in which cas ould be required to apply the amendments prospectively as of the earliest date ac b . The company is currently evaluating the impact this guidance will have on its cons dated a, ial statements. 3. Fair u s And Liabilities In accor ce w h the authoritative guidance for fair value measurements and the fair value election f s and liabilities, a fair value measurement is determined based on the assumptions that a mark articipant would use in pricing an asset or liability. A three -tiered hierarchy was established that draws a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3). Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measure. The Company's assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy. 17 Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) The carrying value of the term loan borrowings under the due to the variable interest rates associated with these fi The carrying values of accounts receivable and fair values due to their short maturity. W Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) ELI Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) C Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) 3J Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) 22 Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) 23 Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) 24 Yankee Cable Parent, LLC Notes to Consolidated Financial Statements (Dollars in thousands, except unit data) 25 Grande Communications Networks LLC Index December 31, 2016 and 2015 Page(s) Independent Auditor's Report.. ...... .......................... ....................... .......................... ....................... . 1 Consolidated Financial Statements BalanceSheets ................. .......... ................. .......... .......... ................................ --- ............................. ........ 2 Notes to Financial Statements................................................................. ...................... 6-20 Report of Independent Auditors To the Audit Committee and Management of Grande Communications Networks LLC We have audited the accompanying consolidated financial statements of Grande Communications Networks LLC, which comprise the consolidated balance sheets as of December 31, 2o16 and 2015, and the related consolidated statements of income, of changes in members' deficit and of cash flows for the years then ended. Management's Responsibility for the Consolidated Financial Management is responsible for the preparation and fair presentation of the co oli < ancial statements in accordance with accounting principles generally accepted in the Uni e tat ica; this includes the design, implementation, and maintenance of internal control releva t11 re ration and fair presentation of consolidated financial statements that are free fro teria i atement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express an opinion on the co id d al statements based on our audits. We conducted our audits in accordance with auditing dares neral y accepted in the United States of America. Those standards require that we plan ae in t audit to obtain reasonable assurance about whether the consolidated financial statements -,are om material misstatement. An audit involves performing procedures obtai u idence about the amounts and disclosures in the consolidated financial statements. Th r dares elected depend on our judgment, including the assessment of the risks of material s to nt he consolidated financial statements, whether due to fraud or error. In making those ass a consider internal control relevant to the Company's preparation and fair presentati of c of ated financial statements in order to design audit procedures that are appropriate in the ces, b not for the purpose of expressing an opinion on the effectiveness of the Compan al control. Accordingly, we express no such opinion. An audit also includes evaluating th rop to : s of accounting policies used and the reasonableness of significant accounting estimates a ement, as well as evaluating the overall presentation of the consolidated financial statem , he at the audit evidence we have obtained is sufficient and appropriate to provide a basis r ou a opinion. Opinio In our;; pinion e nsolidated financial statements referred to above present fairly, in all material respects, the fin cial po' tion of Grande Communications Networks LLC, as of December 31, 2016 and 2015, and the results its o rations and its cash flows for the years then ended in accordance with accounting principles generally ted in the United States of America. Emphasis of Matter As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for debt issuance costs in 2016. Our opinion is not modified with respect to this matter. March 10, 2017 ........... .............................. .................. ............. ....................... ........................................ ........................... - ............ ,..... PricetuaterhouseCoopers LLP, Two Conlinerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103-7042 7'. (267) 330 3000, F: (267) 330 3300, www.pwc.coni/us Grande Communications Networks LLC Consolidated Balance Sheets December 31, 2016 and 2015 (in thousands) Assets Current assets Cash and cash equivalents Accounts receivable, net of allowance for doubtful accounts of $584 and $530, respectively Prepaid expenses and other current assets Total current assets Plant, Property, and equipment, net Goodwill Other intangible assets, net Other long-term assets, net Total assets Liabilities and Members' Deficit Current liabilities Current portion of senior debt Revolving credit facility Current portion of capital lease obligations Accounts payable Accrued expenses Unearned service revenue liabitttt . fid members' deficit December 31, December 31, ,>nia 9nir% $ 10,461 $ 1,910 7 ' 150 $ 3,150 45,:3Z8 ^235 297,471 299,545 6,800 7,694 1,627 4,911 351,226 351,385 9,937 1,799 (38,094) (44,288) (28,157) (42,489) $ 323,069 $ 308,896 The accompanying notes are an integral part of these consolidated financial statements. 2 Grande Communications Networks LLC Consolidated Statements of Income Years Ended December 31, 2016 and 2015 The accompanying notes are an integral part of these consolidated financial statements. 3 Grande Communications Networks LLC Consolidated Statements of Changes in Members' Deficit Years Ended December 31, 2016 and 2015 r F The accompanying notes are an integral part of these consolidated financial statements. 4 Grande Communications Networks LLC Consolidated Statements of Cash Flows Years Ended December 31, 2016 and 2015 The accompanying notes are an integral part of these consolidated financial statements. Grande Communications Notes to Financial Statements December 31, 2016 and 2015 (in thousands) 1. Description of Business Networks LLC Grande Communications Networks LLC (the "Company") was formed in Delaware on September 14, 2009. The Company is a wholly -owned subsidiary of Grande Parent LLC (the "Parent"). The Company and the Parent are wholly -owned indirect subsidiaries of Grande Investment L.P. Grande Investment L.P. is a partnership between Rio Holdings, Inc. ("Rio") and ABRY Partners VI L.P. On September 14, 2009, the Company was party to a recapitalization 2009, between Rio Holdings, Inc., ABRY, Grande Investment L.P., Gr Partners, LLC and Rio GP, LLC ("Rio GP"), which provided for the re( Communications Networks, Inc. (the "Recapitalization Agreement"),, The Company offers its well as high speed data these services in eight r 2. Risks 27, TAW nd minercial customers traditional video programming as lone services on a subscription basis. The Company provides the state of Texas using local broadband networks. The Comp 's futu o*rations involve a number of risks and uncertainties. Factors that could affect f ur peratin results and cause actual results to vary from historical results include, but are fMit o, h of its subscriber base and the Company's ability to service its debt and op tions t X. cash flows. The Company's credit facilities contain certain restrictive fina vial cov,' Hants that, among other things, require the Company to maintain certain leverage ratio ; knd p,' ce certain limitations on additional debt and investments (Note 7). The Company plans to continue the expansion of its existing subscriber base through existing and new services, such as: digital cable, high speed Internet, high -definition television, and telephony services. The Company anticipates additional capital expenditures to facilitate this growth. Under current plans and operations, additional financing in excess of existing facilities is not expected to be required to fund operations or capital expenditures. Operating cash flow and utilization of the existing revolving credit facility are expected to be sufficient to repay current obligations and outstanding debt as they become due through at least the next 12 months. Should the Company fail to meet its expectations, the Company would look to obtain additional financing, refinance existing agreements, and/or reduce capital expenditures. Based on the Company's current 0 Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) operating plan, management anticipates being in compliance with all applicable financial covenants throughout 2017. 3. Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make assumptions an timates that affect the reported amounts of assets and liabilities, derivative financial instrumen nd disclosure of contingent assets and liabilities at the date of the financial statements a re mounts of revenues and expenses during the reporting period. The most sign'fican -s ► to late to useful lives of plant, property and equipment and finite -lived intangi I se d recoverability of the carrying values of goodwill, other intangible assets and fixe E ss ( ich include capitalized labor and overhead costs) and commitments and c ' I end tual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term inv less at the date of purchase to be cash eq Bad Debts Bad debt expense and the allowance analysis. The Company's policy to re individual receivables. The Comp } who are delinquent. Individual r e have been exhausted. ActuaLMd de ng maturity of three months or W1ccof are based onhistorical trends and al bad debts is based on the aging of the xedit risk by disconnecting services to customers ritten off after all resources to collect the funds may differ from the amounts reserved. Plant, Property and Eq Plant, property and equip nt e recorded at cost or, in the case of assets acquired in business combinations, at fai ue o e acquisition date, less accumulated depreciation. Initial customer installatio o capitalized. Sales and marketing costs, as well as costs of subsequent e n an reconnection of a given household are charged to expense as incurred. C italize, co .ts include materials, labor, and certain indirect costs attributable to the capitalizati activit Maintenance and repairs are charged to expense when incurred. Upon sale or re i n , , he c and related depreciation are removed from the related accounts and res ing gain ses are reflected in operating results. Pla and e : ipment are depreciated over the estimated useful life upon being placed into service. Dep iati ;< of plant and equipment is provided on a straight-line basis, over the following estima sefullives: Asset Category Estimated Useful Life (Years) Telecommunications plant 3-10 Computer equipment and software 3 Buildings, leasehold improvements and land 5-20 Furniture, fixtures and vehicles 3-5 For leased assets, the assets are depreciated over the shorter of the estimated useful lives above or the remaining lease term. Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) Goodwill and Intangible Assets Intangible assets consist primarily of acquired franchise operating rights and subscriber relationships. Franchise operating rights represent the value attributable to agreements with local franchising authorities, which allows access to homes in the public right of way acquired through a business combination. Subscriber relationships represent the value to the Company of the benefit of acquiring the existing cable television subscriber base. The Company considers franchise operating rights to have an indefinite life. The Company reached its conclusion regarding the indefinite useful life of its franchise operating rights principally because (i) there a no legal, regulatory, contractual, competitive, economic, or other factors limiting the period r whi h these rights will continue to contribute to the Company's cash flows (ii) as an exi ran s the Company's renewal applications are granted by the local franchising kutho ei n merits and not as part of a comparative process with competing new appli a s =i der the 1984 Cable Act, a local franchising authority may not unreasonably wit , Id r ewal of a cable system franchise. The Company will reevaluate the expected f its c e anchise rights each reporting period to determine whether events and circumst s c tinue support an indefinite useful life, The subscriber relationships are being amortize ver th stimated useful life of the subscriber base. The useful lives for the subscriber re ons s is a mated to be approximately four years and at the end of each reporting period, umstances warrant, the Company will reassess the estimated useful life a re tions In July 2012, the Financial Accounting Standar rd issUbd Accounting Standards Update 2012, "Intangibles - Goodwill and Other 3 : T : g Indefinite -lived Intangible Assets for Impairment" ("ASU 2012-2"). ASU 20 2 giv c nies the option to perform a qualitative assessment to determine whether' is re lik th n not (a likelihood of more than 50%) that the fair value of an indefinite -lived i n le set ' less than its carrying amount. The objective of the revised standard is to sim ho n I tests indefinite -lived intangible assets for impairment and to reduce t cos n m exity of the annual impairment test. ASU 2012-2 became effective for an I terim pairment tests performed for fiscal years beginning after September 15, 2012. Th o any adopted ASU 2012-2 for its annual goodwill and indefinite - lived intangible ass ai en . st conducted during 2013. The Compan, sl. r im-pWiirment of its goodwill and franchise operating rights annually or whenever a nts o es in circumstances indicate that these assets might be impaired. An impairment ssessm nt f goodwill and franchise operating rights could be triggered by a sig5cant r ction operating results or cash flows, or a forecast of such reductions, a sig ad ange in the locations in which the Company operates, or by adverse changes to rsnershi _ rules, among others. As of October 1, 2016 and 2015, the impairment review date, no i airm t was identified or recorded and as of December 31, 2016 and 2015, no impairment trigg 11, identified. Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) Other Long Term Assets Other long term assets include amounts paid to owners of multiple dwelling unit for access to the units. These multiple dwelling unit payments are amortized over the contract term which averages from seven to fifteen years. Realizabilty of Long -Lived Assets The carrying values of long-lived assets, which include construction material, plant property, and equipment, and other intangible assets with finite lives, are evaluated for impair t whenever events or changes in circumstances indicate the carrying amount may not be re rable. An impairment loss is recognized if the carrying amount exceeds its fair value. ca'n ount is not recoverable if it exceeds the sum of undiscounted cash flows expected r f the use and eventual disposition of the assets. Any impairment loss would a eas a e amount by which the carrying amount exceeded the fair value, most likely d mi b uture discounted cash flows. Management believes that there have been no im ents o ecember 31, 2016 and 2015. Revenue Recognition Revenues from residential and bus' a subsc er are generally recognized when evidence of an arrangement exists, services ar e = - er I the Iling price is determinable and collectability is reasonably assured. Revenu romp 'de ' rnet access and telephony services are recognized based upon monthly servic es fe p event. Revenue for customer fees, equipment rental, advertising and pay -per-. ammi g is recognized in the period that the services are delivered. Video and non a stallation revenue is recognized in the period the installation services are provid th t of direct selling costs. Under the terms of the Company's nonexclusive franch en s, the Company is generally required to pay up to 5% of its gross revenues der: rovi i g cable service to the local franchise authority. The Company normally pa es th s through to its cable subscribers and records these fees in revenue with a correspo ing am nt ncluded in direct expenses. Amounts billed in advance are reflected in the b e eet a nearned service revenue and are deferred until the service is provided. Rey nue also es upfront nonrecurring fees for construction, installation and configuration serjkces tha are deferred and recognized over the related service contract period. Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) Income Taxes The Company is a limited liability corporation that is treated as a disre purposes. The taxable income and expenses of Grande Communica ultimately reported on the partnership return of Grande Investme P. income tax purposes. No provision for federal income taxes i ire Communications Networks LLC as its income and expense e t blf members of Grande Investment L.P. The income taxes recorded relate to the Texas Concentrations of Risk Certain financial instruments potentially su These financial instruments consist prim The Company places its cash and ca c limits the amount of credit exposur to y assesses the creditworthiness o th ' s however, maintain invested b ces e periodically assesses the cr itw in s limited as no single custoge unts fd hcome tax >r LC are a partnership for deductible by the incurred by the Company. bjecNnI mpa�r to concentrations of credit risk. = vables and cash and cash equivalents. uivt high credit quality financial institutions and oneal institution. The Company periodically ition ith which it invests. The Company does, of federally insured limits. The Company its customers. Concentrations of credit risk are a significant portion of the balance. Basis of Presenta , The financial statem t d herein include the consolidated accounts of our Company and its subsidiarie r pan accounts and transactions have been eliminated in consolidation. Certain recl siflca - n h ave been made to the 2015 financial statements to conform to the 2016 presentatio,: During,016�the Company recorded an adjustment related to an understatement of stornized psation pense of $1,172 that should have been recorded during 2015. There was ang ent of $186k related to franchise fee income that should also have been rec wring 2015. The Company does not believe the impact of these out of period adjtsjs material to the current or prior period consolidated financial statements. RecenflAbEcounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2014-09, an update of ASC 606 Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity should disclose sufficient qualitative and quantitative information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. For nonpublic entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted in certain circumstances 10 Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) and amendments should be applied retrospectively. The Company is currently evaluating ASU 2014-09 and has not determined the impact it may have on the Company's consolidated results of operations, financial position or cash flows nor decided upon the method of adoption. In April 2015, the FASB issued ASU 2015-03 which requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than be presented as an asset. In August 2015, the FASB issued ASU 2015-15, which amends the previously is : ed standard, to allow debt issuance costs related to a line -of -credit arrangement to continue to be orte as an asset. This standard is effective for fiscal years beginning after December 015, cl , ng interim periods within that reporting period, and must be applied on a retros ec .= b The Company adopted this standard in 2016 and conformed the 2015 pre tat = 6. In January 2016, the FASB issued ASU 2016-01 Financial Measurement of Financial Assets and Financial Liabilities. provides private companies with the option to no longer di: instruments carried at amortized cost. The new stand is beginning after December 15, 2018 for non-public ti not permitted; however, companies have the opt' to e ,y ns rl: Recognition and tet\the d, ongst other things, value of financial eannual reporting periods doption of the entire standard is a a portion of the standard and no at amortized cost for all financial et been issued. Early adoption of this pt the remainder of the standard. The period ended December 31, 2015. In February 2016, the FASB issue 016 , Leases. The new standard establishes a right -of use (ROU) model that require les t rd a ROU asset and a lease liability on the balance sheet for all leases with ter Ion r t months. Leases will be classified as either finance or operating, with classifica n ing th pattern of expense recognition in the income statement. The guidance for non -pub'` e ies is effective for annual reporting periods, beginning after December 15, 201 e C p is currently evaluating the impact this ASU will have on the financial statements.., In August 2 6, they issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classificati of Ce in ash Receipts and Cash Payments. The new guidance makes eight targ es to ow cash receipts and cash payments are presented and classified in the sta ent of ws. The guidance is effective for fiscal years beginning after December 15, 20 Early option is permitted. An entity that elects early adoption must adopt all of the am men in the same period. The new guidance requires adoption on a retrospective basis unles practicable to apply, in which case the company would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently evaluating the impact this ASU will have on the financial statements. Capitalization of Labor and Overhead Costs The cable industry is capital intensive, and a large portion of our resources are spent on capital activities associated with extending, building and upgrading the cable network. Costs associated with network construction, initial customer installations, installation refurbishments and the addition of network equipment necessary to enable advanced services are capitalized. Costs capitalized as part of initial customer installations include materials, direct labor costs associated with capital projects and certain indirect costs. The Company capitalizes direct labor costs associated with 11 Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) personnel based upon the specific time devoted to construction and customer installation activities. Indirect costs are associated with the activities of personnel who assist in connecting and activating the new service and consist of compensation and overhead costs associated with these support functions. The costs of disconnecting service at a customer's dwelling or reconnecting service to a previously installed dwelling, without providing additional services or functionality, are charged to operating expense in the period incurred. Costs for repairs and maintenance are charged to operating expense as incurred, while equipment replacement and betterments, including replacement of cable drops from the pole to dwelling, are capitalized. The Company amortizes the capitalized labor and overhead costs over the ' f th . el tl equipment which ranges from 3-10 years. The vast majority of these apit e Is late to customer installation activity and related equipment additions. Acc9f ly, i Ilation assets are amortized over the same period as the fixed assets acquired Judgment is required to determine the extent to which indir f1cos or ovInhead, are incurred as a result of specific capital activities and, therefore, should be italiz The Company capitalizes overhead based upon an allocation of the portion of in ' ect c s tha ontribute to capitalizable activities using an overhead rate applied to the am n , 11e : bor capitalized. The Company has established overhead rates based on an an is o e na of costs incurred in support of capitalizable activities and a determination of po - n osts which is directly attributable to capitalizable activities. The primary costs that uded,. the determination of overhead rates are (i) employee benefits and payroll to o ted capitalized direct labor, (ii) direct variable costs associated with capitali le ac iti nsisting primarily of installation and construction vehicle costs, (iii) the s , supp p sonnel, such as dispatch that directly assist with capitalizable installation act' iti a (IV I her costs directly attributable to capitalizable activities. 4. Plant, 12 Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) 13 0 1- � M Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) 14 A Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) 15 Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) 16 Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) 17 1 ■ 1 Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) 18 Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) 19 Grande Communications Networks LLC Notes to Financial Statements December 31, 2016 and 2015 (in thousands) 20 EXHIBIT 7 June 16, 2017 EXHIBIT 7 Following consummation of the proposed Transaction, Radiate Holdings, L.P., through the existing franchisee, will continue to provide high -quality communications services to customers pursuant to the terms of the current franchise agreement, without interruption and without change in the services provided. The transfer of control resulting from the Transaction will be seamless and transparent to customers, and in no event will it result in the discontinuance, reduction, loss, or impairment of service to customers. In short, the proposed Transaction will not have a detrimental effect on, or result in a material adverse change in, the services provided to existing customers. Biographies of Transferee's key system management personnel follow. BIOGRAPHIES OF KEY PERSONNEL Patriot Media Consulting Steve Simmons - Chairman - Patriot Media. RCN and Grande Steve created his first cable company, Simmons Communications, in 1981. Over the next decade it served over 300,000 customers in 20 states. The company improved cable service in many places around the country, including its complete turnaround of the Long Beach, California system. Upon its sale the Mayor issued a proclamation citing the great improvement in customer and technical service and major contributions to the community. In 2001 Steve started Patriot Media. The dramatically improved service in its system serving Princeton and 29 other towns in New Jersey, won plaudits from local communities. In 2006 he and the Patriot team were recognized by CableWorld as US Independent Cable Operator of the Year for Patriot's operational success and advanced triple play technology. Steve and the Patriot management team have ownership in and manage RCN Cable and Grande that together serve over 600,000 customers. In January 2017, RCN and Grande were consolidated as Steve, Jim Holanda and the Patriot team partnered with private equity investor TPG. Steve has also served on the Board of Virgin Media, a public company that provided cable and mobile service in the United Kingdom, and Cablevision. Steve previously served on the NCTA Board for 3 years, was voted a Cable Pioneer, and for over 30 years has been chairing the Cable Entrepreneurs Club whose members include 25 present and former Chairmen/CEOs of cable companies. In 2015 he was voted into the Cable Hall of Fame. In his non -cable life, Steve has worked on the White House staff, been a professor at the 'University of California, a Governor on the US Broadcasting Board of Governors where he chaired committees overseeing Voice of America and Radio Free Europe/Radio Liberty, Chair of the gubernatorial Commission in Connecticut examining the educational achievement gap, and producer of an Emmy Award winning documentary on education reform issues. Steve has also written 5 children's books. He is a graduate of Cornell University and Harvard Law School. Jim Holanda - President & CEO - Patriot Media, RCN and Grande Jim began his cable industry career 29 years ago with Comcast after graduating from The Ohio State University. His career has taken his family to California, New Jersey, Colorado and Missouri, where he was the Regional Vice President of Operations for Charter Communications in St. Louis. Jim returned to New Jersey as President and General Manager of Patriot Media, establishing and running that cable operation for four -and -a -half years until its' sale in August 2007. Post -sale, Patriot Media Consulting was founded with Jim as Chief Executive Officer and consists of numerous former Patriot Media executives. The company is engaged in the evaluation, acquisition and management of cable investments. In December 2007, .Patriot .Media Consulting assumed management of Choice Cable TV of .Puerto Rico, an internet, phone and cable TV provider passing 340,000-plus households in the western and southern portions of the island. In August 2010, this same team began management of RCN Cable's cable operation, passing over 1.4 million households, and in 2013 added Grande Communications to the fist of companies they manage; Jim serves as Chief Executive Officer of both companies. John Feehan - EVP & CFO - Patriot Media, RCN and Grande John joined Patriot Media in March, 2011. He serves as CFO for Patriot Media, Grande, and RCN. John had spent the previous 10 years before joining Patriot Media in the wireless communications industry where he was most recently the SVP, CFO of the Sprint/Nextel Prepaid Group. For the 8 years prior to joining Sprint/Nextel, John was the EVP, CFO of Virgin Mobile USA and joined Sprint/Nextel when Virgin Mobile was acquired by Sprint in November 2009. John was the initial finance department hire in January 2002 when Virgin Mobile USA was formed and helped lead the company from its national launch to become one of the nation's top wireless carriers with more than 5 million subscribers and $1.3 billion in annual revenues. As CFO, John led the initial public offering of Virgin on the NYSE in October 2007. Prior to joining Virgin Mobile, he served as chief financial officer of SAGE BioPharma, a leading manufacturer of infertility products. John began his career at Price Waterhouse and has held various senior level management positions throughout his 31-year career. He holds a bachelor's degree in accounting and management information systems from St. Joseph's University in Philadelphia and is a certified public accountant in the state of PA. Chris Fenger - EVP & COO - RCN and Grande Chris has served as the Executive Vice President and Chief Operating Officer at RCN Cable since May 2013 and previously served as the Senior Vice President of Operations at RCN Cable since February 2011. He currently also serves as the Executive Vice President and Chief Operating Officer at Grande. Chris has been in the cable industry for over 38 years and most recently was the Division President of Bright House Networks of Central Florida. Prior to that, he was with Charter Communications for over four years, initially as Regional Senior Vice President of Operations for the North Central Region and then as the Divisional Senior Vice President of Operations for the Western Division. Earlier in his career, Chris held various general management and senior operations positions at Marcus Cable, Simmons Communications and Warner Amex Cable. Pat Murphy - EVP & CTO - Patriot Media, RCN and Grande Patrick is a 39-year cable television veteran with extensive management expertise in engineering, technical system operations, construction, and acquisitions. During his tenure at Patriot Media, Patrick directed a very aggressive system upgrade. Its completion enabled the system to launch digital video, VOD, increased .HSD speeds as well as a voice service. These contributions, along with strong financial, operation and customer growth, garnered Patriot Media the "Independent Operator of the Year Award" by Cable World Magazine. Prior to joining Patriot Media, he had been with Charter Communications and its predecessors for 18 years in the Los Angeles area in the position of Western Regional Vice President of Engineering and Technical Operations. During his tenure he oversaw capital budgets in excess of $300 million, upgraded/rebuilt 25,500 miles of system to 750/860 MHz, built six headends and ten hub sites, launched digital video, HSD and VOD services. He also served in several senior technical/operations management positions with Simmons Cable Television, Group W and Acton Communications. Patrick received his formal education from California State University, Los Angeles, CA, National Institute of Communications (FCC First Class Radio/Telephone license) and Washington University, St. Louis, Mo. Patrick is a member of the Society of Cable Telecommunications Engineers (SCTE). In 2003 he was elected into The Cable TV Pioneers. A published author, his articles have appeared in such periodicals as CED and Communications Technology. Rob Roeder - EVP & CDO - Patriot Media, RCN and Grande Rob has 37 years of diverse cable television experience, including positions in general management and engineering management, spanning several companies throughout the country. Prior to joining Patriot Media, :Rob was the Western Division Vice President of Advanced Services for Charter Communication's, which encompassed a five -state area and served 2 million customers. In that role, he was responsible for the launch and ongoing operation of a suite of video and broadband products including digital services, high-speed data services, video - on -demand, and interactive services. In his role, Rob was also responsible for the United States first launch of Voice over Internet Protocol (VOP) phone service. In addition, Rob was responsible for the launch, and operation, of products geared towards the emerging commercial services market including long -haul network transport, Ethernet services, SIP telephony, and Point -to -Point direct circuits. John Gdovin - EVP & CA.O - Patriot Media, RCN and Grande John has a 38-year career with independent telecommunications companies that began soon after his 1979 college graduation when he joined a northeastern Pennsylvania company which would become C-TEC. He played an integral part of the team that started the cable television division for C-TEC in the early 1980s. In 1989 he oversaw the consolidation of its customer service operations and established a new customer service call center facility. In addition to customer service, he was also responsible for other corporate business including acquisitions, programming agreements, MIS, franchising, corporate contracts and strategy. He was twice awarded the Company's "Pursuit of Excellence" award for individual performance, in 1986 and 1990, as well as the group award for "Pursuit of Excellence" in 1990. C-TEC continued its growth and was acquired by RCN Cable in the early 1990s. John remained with RCN Cable and became Executive Vice President of the cable division, responsible for the overall performance of its 380,000 cable TV customers in Michigan, Pennsylvania, New Jersey and New York. After more than 20 years with the company, John joined WideOpenWest, another start-up independent cable operation, in December 1999. Most recently John was a member of the senior team managing Patriot Media since its inception in late 2002. Continuing in that role with Patriot Media, John handles negotiation of programming and retransmission consent agreements, renegotiation of all expired or expiring franchise agreements, government relations, as well as other regulatory, administration and human resources management. John is an active member of the American Cable Association (ACA) Board of Directors. Jeff Kramn - EVP & S&GC - Patriot Media, RCN and Grande Jeff joined RCN as Senior Vice President, Secretary and General Counsel in June 2011. He is responsible for the management of all legal matters concerning the Company, including corporate and corporate governance, joint ventures/strategic alliances, transactions/contracts, labor, intellectual property and litigation. Jeff brings to RCN over 28 years of experience, including seven years working with telecommunications companies, as a member of/legal counselor to senior management teams at public and private companies in a variety of industries. He most recently served for eight years as Senior Vice President, Secretary & General Counsel of NEW Customer Service Companies, Inc., the leading global provider of extended service and buyer protection plans, and as Vice President & General Counsel of Counsel Corporation, a publicly traded investment company with holdings including the telecommunications companies I -Link, Acceris Communications and WorldxChange Communications. He also served as Secretary and General Counsel of WESCO International, Inc., a $4+ billion Fortune 500 distributor of over 200,000 electrical and industrial products, and as an Associate General Counsel at Westinghouse Electric Corporation providing general corporate counsel to businesses in the commercial division, including Group W Productions. Jeff began his legal career as an Associate Attorney with a litigation and corporate practice at the Pittsburgh office of the law firm of Eckert, Seamans, Cherin & Mellott. Jeff earned a Juris Doctorate degree from. Case Western University School of Law .in Cleveland, Ohio and a bachelor's Degree from The College of Wooster in Wooster, Ohio, where he graduated with honors. John Rusak - Senior VP Controller - Patriot Media, RCN and Grande John's financial career spans over 40 years, including the last seven years a Controller of Patriot Media Consulting LLC and the companies it has managed or continues to manage. Prior to Patriot, John served as Senior Vice President & Corporate Controller at Oxygen Media Corporation, the Oxygen cable network, prior to its' sale to NBC Universal in 2008. John had also held the position of Senior Vice President & Corporate Controller at HOTJOBS.COM, Ltd., where he was part of the management team which took HOTJOBS public in 1999 and eventually sold the company to YAHOO in 2002. He has also held the position of Controller at Newsweek Inc., FAME .Information Services, I.nc., Metromedia Fiber Network, Inc., which .he was Controller when it went public, and PrimeTime 24. Early in his career, John spent over 11. years with W. R. Grace & Co. in. various financial roles at both the corporate ad operating unit levels. John earned both a BS in. Accounting and an MBA .in Finance from. St. John's University and also is a. Certified Public Accountant ("CPA."). Jackie Heitman - SVP Sales & MarketinLy - Patriot Media, RCN and Grande With over 30 years of marketing experience, Jackie has an extensive background in integrated marketing across a variety of industries including cable, sports, entertainment, telecommunications, and broadcast television. Prior to her current role as Senior Vice President of Sales and Marketing, she was the Senior Vice President of Marketing at Bresnan where she oversaw corporate marketing and sales. She also spearheaded the company's bundled service initiatives, including such products as digital cable, high-speed Internet, and digital phone. Previously, Ms. Heitman worked with Cox Communications where she held the post of Marketing Vice President for New Orleans. At Cox, she planned and executed the launch of the company's telephony product on a facilities -based switched platform. Prior to that, she held a variety of top-level marketing and research positions in which she was responsible for the development and implementation of integrated and targeted business -to -business and business to consumer programs for large and medium -size businesses. Ms. Heitman holds an MBA and a BS in Business Administration, both of which she earned at the University of Dayton. PUBLIC INTEREST STATEMENT The Transaction will generate substantial public interest benefits without posing any actual or potential harms to consumers or competition. Consummation of the Transaction will promote competition by strengthening Wave's ability to offer consumers a strong competitive alternative source of video, high-speed Internet, voice, and business data services, and will not result in any reduction in competition, because Transferee's RCN and Grande operating subsidiaries do not serve any of Wave's markets. Consumers will face no disruption — they will receive the same services as before the Transaction — and will see definite benefits, because those services will grow and improve with the increased financial wherewithal, added experience and innovative ideas contributed by Transferee's management team. The Commission should find that the Transaction is in the public interest. A. The Transaction Will Produce Substantial Public Interest Benefits. That Transferee won the private auction for the sale of Transferor Wave Holdco and its Wave operating subsidiaries is a boon for customers and competition. While Wave could have been acquired by an operator already serving the markets at issue, Transferee's ownership will preserve and strengthen Wave's competitive voice. The combination of Wave, RCN and Grande under Transferee's ownership and management is a favorable result — not just for customers of the Wave systems being acquired, but also for the customers of Transferee's RCN and Grande systems and for other people living in the areas in which Wave, RCN, and Grande provide competition to larger incumbents. As discussed in detail below, the Wave, RCN and Grande systems are technologically innovative providers of video, voice and Internet services, dedicated to broad deployment of the highest -level technologies in the communities that they serve. Bringing these smaller, independent operations under one roof — and combining their experience, expertise, and innovative thinking — will confer real benefits on consumers by offering even stronger competition to the larger, well -established providers in the marketplace. Led by the experienced management team from Patriot Media, Transferee's RCN and Grande operating subsidiaries have fashioned and implemented a tech -forward strategy that has accelerated the deployment of state-of-the-art technologies, thereby strengthening their competitive position in the markets they serve. This includes following through on plans described in filings related to Transferee's acquisition of RCN and Grande; for example, since being acquired by Transferee, .RCN and Grande have continued rolling out DOCKS 3.1 throughout their footprint. RCN and Grande also have introduced Gigabit speeds in several additional markets, deployed an integrated Netflix service, partnered with TiVo to offer cutting - edge navigation devices, provided subscribers ways to easily access YouTube and Hulu through the TiVo platform, and begun offering HBOGO and a branded TV Everywhere service. Patriot Media's exemplary management performance is illustrated by the recognition RCN received as PC Magazine's Reader's Choice for Best ISP in 2015 and 2016.2 Wave's history is similar. It, too, has earned a well -deserved reputation for deploying high -capacity networks that enable Wave to offer Gigabit, 250 Mbps and 100 Mbps services to many of its customers, and at the same time supporting such services with high -quality technical support and customer service to its customers and, in particular, for developing technology enabling its 240 Network Operations Center to proactively monitor its distribution network and customer premises equipment and thereby prevent or quickly remedy any technical issues. The significant achievements of the highly regarded local staff of Wave in areas of technical quality and innovation have been widely recognized. In fact, Wave's enviable track record includes its z See Ben Z. Gottesman, "Readers' Choice Awards 2016: Internet Service Providers," PC Magazine (May 11, 2016), available at http:/hvww.pcmag.com/article/344519/. receiving the prestigious "Independent Operator of the Year" award from CableFax Magazine in 201.2,3 being named the "Fastest ISP in. the Northwest" by PC Magazine in 2014,E and being recognized as the highest -ranked bundled -service ISP in the US by reader score by Consumer Reports in 2016.5 There will be mutual benefits from bringing under common ownership and management the forward -looking operations of these award -winning systems. The integration of the Wave networks with the RCN and Grande networks will benefit the customers of both companies by allowing not just Wave, but also RCN and Grande, to obtain more favorable financing and programming arrangements and other operational efficiencies. Further, while much of the existing Wave local staff will remain in place, Transferee's Patriot Media management team will provide operational oversight, input and creative thinking, and ensure that Wave continues to meet the same high standards for technological innovation and customer service that Wave's customers have come to expect, enhanced by the accomplished Patriot Media team's expertise and experience. In addition, Patriot Media will be able to draw on Wave's expertise providing dark fiber and its leadership in the deployment and operation of Gigabit fiber networks. RCN and Grande have begun a Gigabit upgrade to their networks and the combined entity will be able to capitalize on Wave's experience and expertise to accelerate and improve that roll -out. The Transaction also will facilitate system improvements, such as RCN's upgrade to DOCSIS 3.1, which will further increase Internet speeds and will enable the operating subsidiaries to compete more effectively against larger, national rivals in both the residential and See Cablefax, Top Ops Awards 2012, available at http://www.cablefax.com/the-lists/top-ops- 2012#independent-operator-of-the-year. a See PC Mag, "Fastest ISPs by Region: Northwest," (Sept. 4, 2014) available at http://www.pemag_com/article?/0.2817,2465507,00.asp. See Consumer Reports, "Telecom Services Ratings: Bundled Services," (last viewed: May 30, 2017) available at littp://www.consumet-reports.org/products/bundled-services/ratings-overview;. business sectors. As an over -builder, these improvements allow customers in the markets in which Wave, RCN, and Grande operate to experience real competition and true choices, regardless of the provider they choose. The Transaction presents a rare opportunity for a combination which allows increased efficiency and economies of scale without undermining competition. In fact, it will actually promote competition, since the combination of RCN, Grande, and Wave will more effectively compete with larger national providers. At a time when the industry is marked by growing consolidation, the presence in the marketplace of a well -funded, competitive, independent source of advanced video and broadband services becomes all the more important. The Transaction's public interest benefits go beyond investments and improvements that will be made in the Wave, RCN, and Grande operating subsidiaries: those investments and improvements will drive other competitors to make their own investments and improvements. B. The Transaction Will Not Result in Any Harm to the Public Interest. The Transaction will not result in any harms to consumers or competition or violate any Commission rule or policy. It also will not result in any horizontal consolidation among overlapping cable or telecommunications providers or result in any adverse disruption in the systems' day-to-day operations. Significantly, there is no overlap between Transferee's existing networks and the networks operated by Wave. Wave provides services in some of the most competitive urban and suburban markets in the country, including Seattle, Portland, San Francisco, and Sacramento, along with underserved rural areas in California, Washington, and Oregon, while Transferee is providing (through RCN and Grande) voice, Internet, and video service in the District of Columbia, Illinois, Maryland, Massachusetts, New York, Pennsylvania, Virginia, and Texas. Competition and consumer choice will be sustained, and even improved, after the Transaction. The Transaction will give Transferee control over non -overlapping subsidiaries that provide cable, telecom, and OVS service to more than 450,000 video, voice, and high-speed Internet subscribers, in addition to the 656,000 subscribers served by its existing networks. Wave is the third largest competitive wireline provider of services in most of the communities where it offers services — behind companies such as AT&T/DirecTV, Comcast, Charter, Frontier, Dish, CenturyLink, Consolidated Communications, Zayo, Integra, and Level 3 — and even the combined entity will have a significantly smaller national presence than those competitors. Thus, although the Transaction will give Wave, RCN, and Grande increased scale to compete effectively in increasingly consolidated video and broadband markets and to negotiate favorable programming and equipment deals, it will not pose any of the competitive risks that the Commission has raised when considering mergers among larger service providers.6 More specifically, the Transaction will not reduce the number of head -to -head competitors in any market or create an entity with either the incentive or ability to limit consumers' access to OVD services, since none of the entities is a content producer and there is no overlap between their footprints. Additionally, because Wave will retain many of its front-line staff members, who will now be supervised by the experienced Patriot Media team that currently manages the day-to-day operations of the RCN and Grande operating subsidiaries on behalf of Transferee, there is no risk of the sorts of adverse impact on customer service that have occurred following other F See, e.g., In the Matter of Applications of'Charter Communications, Inc., Tinie Warner Cable, Inc.., and Advance/Newhouse Partnership, 64 Comm. Reg. 1259 (2016) (noting the "deeply rooted preference for preserving and enhancing competition" and focusing in particular on OVD competition implications and geographic overlap between the applicants); see also Federal Conununications Comm'n. blog post, "FCC Transaction Review: Competition and the Public Interest." Aug. 12, 2014 (noting that preserving and promoting competition is at the core of a public interest analysis). transactions. The consumer experience only will change for the better, as the purchasing power of Wave, RCN and Grande is combined to provide opportunities to obtain more favorable financing and purchasing arrangements and the improved financing options allow for even more investment and network improvements. Finally, as previously explained, Wave will continue to offer competitive and innovative products, with improvements introduced over time. Thus, the Transaction is not expected to result in the discontinuance, reduction, loss or impairment of service to any customer. For that reason consumers will face no disruption in service, and will see real benefits, because those services will grow and improve with the increased financial wherewithal, added experience and innovative ideas contributed by Transferee's Patriot Media management team. For the reasons stated above, the Transaction will ensure that the Wave operating subsidiaries will remain robust and innovative competitors capable of providing consumers with world -class voice, video, broadband Internet, and business data services and of spurring their competitors to improve their offerings. DRAFT TRANSFER RESOLUTION RESOLUTION WHEREAS, WaveDivision IV, LLC a. Washington limited liability company d/b/a Wave ("Franchisee") currently Bolds a franchise (the "Franchise") granted by Port Orchard, WA (the "Community") to own and operate a cable system in the Community; and WHEREAS, Franchisee is a wholly -owned subsidiary of WaveDivision Holdings, LLC, a Delaware limited liability company ("WDH"); and WHEREAS, on May 18, 2017, Radiate Holdco, LLC, a Delaware limited liability company controlled by Radiate Holdings, L.P. ("Radiate Parent"), WDH, and Wave Holdco, LLC, a Delaware limited liability company ("Wave Holdco"), the ultimate parent of WDH, entered into a definitive securities purchase agreement for Radiate Holdco, LLC to acquire Wave Holdco from its current owners (the "Transaction"); and WHEREAS, Radiate Parent and Wave Holdco have filed FCC Form 394 with the Community and have provided the Community with all information regarding the Transaction required by applicable law (collectively, the "Application"); and WHEREAS, the Community has reviewed the Application and has determined that (i) Radiate Parent meets the legal, technical, and financial criteria to become the owner of Wave Holdco and the indirect owner of Franchisee, and (ii) the Transaction is in the best interests of the Community. NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: 1. The Community consents to and approves of the Transaction to the extent required by the terms of the Franchise and applicable law; 2. The Community confirms that the Franchise is valid and outstanding and in full force and effect and there are no defaults under the Franchise. Subject to compliance with the terms of this Resolution, any action necessary with respect to the Transaction has been duly and validly taken; 3. To the best of the Community's knowledge and belief, there are no existing facts or circumstances that with or without the giving of notice or the passage of tune, or both, would constitute a default of any term or condition of the Franchise; 4. Effective upon the closing of the Transaction, the Franchisee shall remain responsible for any obligations and liabilities under the Franchise in accordance with its terms; and 5. This Resolution is adopted and approved in accordance with all applicable notice and procedure requirements under all laws applicable to Community. This Resolution shall take effect upon its passage in accordance with applicable law. This Resolution shall have the force of a continuing agreement with Franchisee and Radiate Parent, and Community shall not amend or otherwise alter this Resolution without the consent of Franchisee and Radiate Parent. ADOPTED AND APPROVED THIS _ day of 32017. By:_ Title: ATTEST: Title: