Exhibit 2.1

Execution Version

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

LIBERTY BROADBAND CORPORATION

and

GCI LIBERTY, INC.

Dated as of June 19, 2025

TABLE OF CONTENTS

EXHIBIT A-1 – Form of SpinCo A&R Charter

EXHIBIT A-2 – Form of SpinCo A&R Bylaws

EXHIBIT B – Restructuring Plan

EXHIBIT C-1 – Form of Distribution Agreement

EXHIBIT C-2 – Form of Agreement Regarding Intercompany Balances

EXHIBIT C-3 – Form of Contribution and Assumption Agreement

EXHIBIT D – Form of SpinCo 2025 Transitional Stock Adjustment Plan

EXHIBIT E – Forms of Aircraft Time Sharing Agreement

EXHIBIT F – Form of Facilities Sharing Agreement

EXHIBIT G – Form of Services Agreement

EXHIBIT H – Form of Tax Receivables Agreement

SEPARATION AND DISTRIBUTION AGREEMENT

EXHIBIT I – Form of Tax Sharing Agreement This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June 19, 2025, is entered into by and between LIBERTY BROADBAND CORPORATION, a Delaware corporation (“Liberty Broadband”), and GCI LIBERTY, INC., a Nevada corporation (“SpinCo”). Certain capitalized terms used herein have the meanings ascribed thereto in Section 7.1 or elsewhere in this Agreement.

RECITALS:

WHEREAS, as of the date hereof, SpinCo is a wholly-owned Subsidiary of Liberty Broadband;

WHEREAS, Liberty Broadband has entered into that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), made and entered into as of November 12, 2024, by and among Liberty Broadband, Charter Communications, Inc., a Delaware corporation (“Parent”), Fusion Merger Sub 1, LLC, a single member Delaware limited liability company and a direct wholly-owned Subsidiary of Parent (“Merger LLC”) and Fusion Merger Sub 2, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Merger LLC (“Merger Sub”), pursuant to which (i) Merger Sub will merge with and into Liberty Broadband (the “Merger”), with Liberty Broadband surviving the Merger as the surviving corporation and becoming a direct wholly-owned Subsidiary of Merger LLC, and (ii) immediately following the Merger, Liberty Broadband, as the surviving corporation of the Merger, will merge with and into Merger LLC (the “Upstream Merger”, and together with the Merger, the “Combination”), with Merger LLC surviving the Upstream Merger as the surviving company and as a direct wholly-owned Subsidiary of Parent;

WHEREAS, the Liberty Board has determined that it is appropriate and in the best interests of Liberty Broadband and its stockholders to reorganize its businesses, assets and liabilities by means of the spin-off of SpinCo, such that, at the Effective Time, the businesses, assets and liabilities of SpinCo will consist of the SpinCo Businesses, the SpinCo Assets and the SpinCo Liabilities;

WHEREAS, in accordance with the Merger Agreement, at the closing of the Combination (the “Merger Closing”), Parent will enter into the Parent SDA Joinder, pursuant to which, from and after the Merger Closing, Parent will be directly responsible and liable for Liberty Broadband’s obligations under this Agreement and will agree to release the SpinCo Released Persons in substantially the same form as Section 7.8(a);

WHEREAS, the parties desire to effect the transactions contemplated by this Agreement, including the Restructuring, the Contribution and the Distribution (together, the “Spin-Off Transactions”), and following the Restructuring and the Contribution and in connection therewith, Liberty Broadband will effect the Distribution pursuant to which (i) each holder of record of a share of Liberty Broadband Series A Common Stock will receive a pro rata distribution of SpinCo Series A GCI Common Stock for each share of Liberty Broadband Series A Common Stock held by such holder as of the Distribution Record Date, (ii) each holder of record of a share of Liberty Broadband Series B Common Stock will receive a pro rata distribution of SpinCo Series B GCI Common Stock for each share of Liberty Broadband Series B Common Stock held by such holder as of the Distribution Record Date, and (iii) each holder of record of a share of Liberty Broadband Series C Common Stock will receive a pro rata distribution of SpinCo Series C GCI Common Stock for each share of Liberty Broadband Series C Common Stock held by such holder as of the Distribution Record Date, based on the number of shares of each series of Liberty Broadband Common Stock outstanding on the Distribution Record Date (the transactions described in the foregoing clauses (i) – (iii), as may be amended or modified from time to time in accordance with the terms and subject to the conditions of this Agreement, the “Distribution”); WHEREAS, Liberty Broadband has entered into that certain Series A Preferred Stock Purchase Agreement, dated as of May 5, 2025, by and among Janus Henderson Income ETF and Janus Henderson Multi-Sector Income Fund (collectively, the “Preferred Buyers”) and SpinCo, pursuant to which Liberty Broadband will sell to Preferred Buyers all of the outstanding shares of SpinCo Non-Voting Preferred Stock immediately following the Contribution and prior to the Distribution (the “Preferred Stock Sale”);

WHEREAS, the Spin-Off Transactions have been approved by the Liberty Board and/or the SpinCo Board, as applicable;

WHEREAS, the parties hereto intend that, for U.S. federal income tax purposes, (i) the Contribution shall qualify (taking into account the Preferred Stock Sale and the Distribution) as a “qualified stock purchase” as defined in Section 338(d)(3) of the Code, with respect to which the Section 338(h)(10) Elections can validly be made (including by any applicable successor of Liberty Broadband) with respect to the Section 338(h)(10) Entities, and (ii) any Tax Benefits resulting from the Section 338(h)(10) Elections and the Section 336(e) Elections shall not be subject to any limitation pursuant to Section 197(f)(9) of the Code and/or Treasury Regulations Section 1.197-2(h) and (iii) the receipt of SpinCo GCI Common Stock by holders of Liberty Broadband Common Stock in the Distribution shall be treated as the receipt of “other property” as described in Section 356 of the Code to which Section 356(a)(2) of the Code does not apply pursuant to the Combination;

WHEREAS, the transactions contemplated by this Agreement are being undertaken pursuant to a “plan of reorganization” within the meaning of Section 368 of the Code and the Treasury Regulations promulgated thereunder, previously adopted by Liberty Broadband; and

WHEREAS, the parties wish to set forth in this Agreement the terms on which, and the conditions subject to which, they intend to implement the measures referred to above and elsewhere herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE I RESTRUCTURING AND CONTRIBUTION

1.1            Restructuring. In accordance with and subject to the provisions of this Agreement, the parties will take, and will cause their respective Subsidiaries to take, all actions that are necessary or appropriate to implement and accomplish the transactions contemplated by each of the steps set forth in the Restructuring Plan, including the Contribution and the execution and delivery of the Restructuring Agreements (collectively, the “Restructuring”); provided, that the Restructuring shall be completed prior to the Effective Time.

1.2            Transfer of SpinCo Assets and SpinCo Businesses; Assumption of SpinCo Liabilities. On the terms and subject to the conditions of this Agreement, and in furtherance of the Restructuring and the Spin-Off Transactions:

(a)            Liberty Broadband, by no later than immediately before the Effective Time, but subject to Section 2.2 hereof, will, in exchange for 10,000 shares of SpinCo Non-Voting Preferred Stock, the constructive issuance of shares of Existing SpinCo Common Stock, and the assumption by SpinCo of any SpinCo Liabilities described in clause (ii) of this Section 1.2(a), (i) cause all of its (or its Subsidiaries’) rights, title and interest in and to all of the SpinCo Assets and SpinCo Businesses, including 100% of the GCI Interests, to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to SpinCo; and (ii) cause all of the SpinCo Liabilities to be assigned, directly or indirectly, to or to be incurred by, SpinCo or its Subsidiaries (the transactions contemplated by clauses (i) and (ii), collectively, the “Contribution”). As part of the Contribution, SpinCo agrees to, or agrees to cause its Subsidiaries to, (A) accept or cause to be accepted all such rights, title and interest in and to all the SpinCo Assets and SpinCo Businesses and (B) accept, assume, perform, discharge and fulfill all of the SpinCo Liabilities in accordance with their respective terms. All SpinCo Assets and SpinCo Businesses are being transferred on an “as is, where is” basis, without any warranty or representation whatsoever on the part of Liberty Broadband except as otherwise expressly set forth herein or in the Restructuring Agreements or the Other Agreements (as each are defined below).

(b)            Upon completion of the Contribution: (i) SpinCo will own, directly or indirectly, the SpinCo Businesses and the SpinCo Assets and be subject, directly or indirectly, to the SpinCo Liabilities; and (ii) Liberty Broadband will continue to own, directly or indirectly, the Liberty Retained Businesses and the Liberty Retained Assets and continue to be subject, directly or indirectly, to the Liberty Retained Liabilities. For the avoidance of doubt, in the Contribution, SpinCo shall not acquire any right, title or interest in any Liberty Retained Assets and shall not assume any Liberty Retained Liabilities.

(c)            If, following the Effective Time: (i) any SpinCo Asset, SpinCo Liability or other property, right or asset forming part of the SpinCo Businesses has not been transferred to SpinCo or another member of the SpinCo Group, Liberty Broadband undertakes to cause all of its (or its Subsidiaries’) rights, title and interest in and to such property, right or asset to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to SpinCo or another member of the SpinCo Group designated by SpinCo and reasonably acceptable to Liberty Broadband as soon as practicable and for no additional consideration; or (ii) any Liberty Retained Asset, Liberty Retained Liability, or other property, right or asset forming part of the Liberty Retained Businesses has been transferred to SpinCo or another member of the SpinCo Group, SpinCo undertakes to cause all of its (or its Subsidiaries’) rights, title and interest in and to such property, right or asset to be contributed, assigned, transferred, conveyed and delivered, directly or indirectly, to Liberty Broadband or another member of the Liberty Broadband Group designated by Liberty Broadband and reasonably acceptable to SpinCo as soon as practicable and for no additional consideration; provided that, in each of the foregoing cases, until such time as the transfer of the applicable Asset or Liability is effected, the transferring party will retain such Asset or Liability for the benefit of the transferee party, with the transferee party also bearing all of the costs, liabilities and burdens of such Asset or Liability. The parties intend that any property, right or asset that is transferred pursuant to this Section 1.2(c) shall be treated for U.S. federal income and other applicable tax purposes as having been transferred (as part of the Contribution) or assumed or retained prior to the Distribution, as the case may be, to the extent permitted. Each of Liberty Broadband and SpinCo shall, and shall cause the members of the Liberty Broadband Group and SpinCo Group, as applicable, to, (i) treat for all Tax purposes any such transfer described in this Section 1.2(c) as occurring not later than the effective time of the Contribution, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Proceeding).

(d)            At or prior to the Effective Time, Liberty Broadband and SpinCo shall enter into, and, if applicable, shall cause a member or members of the Liberty Broadband Group and SpinCo Group, as applicable, to enter into, the Contracts, instruments, assignments or other arrangements to which it is to be a party required to effect the Restructuring or the other transactions contemplated herein (the “Restructuring Agreements”).

1.3            Third Party Consents and Government Approvals. To the extent that the Restructuring, the Distribution, or any Liberty Broadband Representative’s receipt of SpinCo GCI Common Stock requires the consent of any third party or a Governmental Authorization, the parties will use commercially reasonable efforts to obtain each such consent and Governmental Authorization at or prior to the time such consent or Governmental Authorization is required in order to effect the Restructuring, the Distribution, or, for the Liberty Broadband Representative for whom the consent or Governmental Authorization is required for the receipt of SpinCo GCI Common Stock, the receipt of SpinCo GCI Common Stock, as applicable.

1.4            Reorganization and Distribution Documents. All documents and instruments used to effect the Restructuring and the Distribution and otherwise to comply with this Agreement shall be substantially in the forms attached hereto as Exhibit C-1, Exhibit C-2, and Exhibit C-3, and in such other form mutually acceptable to the parties and, if there has not occurred a Merger Agreement Termination, Parent (acting reasonably).

ARTICLE II DISTRIBUTION

2.1            The Distribution.

(a)            The Liberty Board shall have the authority and right (subject to, solely with respect to clause (i)(y) of this Section 2.1(a), if there has not occurred a Merger Agreement Termination, the prior written consent of Parent (acting reasonably)) to (i) (x) effect the Distribution, subject to the conditions set forth in Section 2.2, or (y) terminate the Distribution at any time prior to the Liberty Board’s declaration of the Distribution, irrespective of the satisfaction of the conditions set forth in Section 2.2, (ii) establish or change the date and time at which the Distribution shall be effective, (iii) determine the number of shares of the applicable series of SpinCo GCI Common Stock to be distributed for each applicable series of a share of Liberty Broadband Common Stock (the “Per Share Distribution Amount”) and (iv) prior to the Effective Time, establish or change the procedures for effecting the Distribution, subject to, in all cases, any applicable provisions of the DGCL, any other applicable Law, the Liberty Charter and the Merger Agreement.

(b)             Prior to the Effective Time, and in all respects in accordance with the Restructuring Plan, (i) SpinCo and Liberty Broadband shall cause the Articles of Incorporation of SpinCo, as in effect at such time, to be amended and restated in its entirety to read in substantially the form of the SpinCo Charter and, as so amended and restated, to be filed with the Secretary of State of the State of Nevada, whereupon, upon the effectiveness of the SpinCo Charter, the issued and then outstanding shares of Existing SpinCo Common Stock (all of which shall be owned at such time by Liberty Broadband) shall automatically be reclassified as provided in the SpinCo Charter and (ii) SpinCo shall cause the bylaws of SpinCo to be amended and restated so as to read in their entirety in the form set forth in Exhibit A-2.

(c)            At the Effective Time, subject to the satisfaction or waiver (to the extent permitted pursuant to Section 2.2), as applicable, of the conditions to the Distribution set forth in Section 2.2, Liberty Broadband will effect and consummate the Distribution.

(d)            Liberty Broadband will take all such actions, if any, as may be necessary or appropriate under applicable federal, state and foreign securities and “blue sky” Laws to permit the Distribution to be effected in compliance, in all material respects, with such Laws.

(e)            Promptly following the Effective Time, Liberty Broadband will cause the Agent to make the Distribution to the holders of record of shares of Liberty Broadband Common Stock by crediting the appropriate number of shares of SpinCo GCI Common Stock (reduced by any shares withheld and sold in accordance with Section 2.1(g)) to book entry accounts for each holder of SpinCo GCI Common Stock. No action by any holder of shares of Liberty Broadband Common Stock on the Distribution Record Date shall be necessary for such stockholder (or such stockholder’s designated transferee or transferees) to receive the applicable number of shares of SpinCo GCI Common Stock (and, if applicable, cash in lieu of any Fractional Shares) such stockholder is entitled to in the Distribution. No shares of SpinCo GCI Common Stock to be distributed in the Distribution shall be certificated.

(f)            Notwithstanding anything to the contrary contained herein, holders of record of shares of Liberty Broadband Common Stock shall not be entitled to receive a fraction of a share of SpinCo GCI Common Stock (each, a “Fractional Share”) pursuant to the Distribution. Liberty Broadband shall cause the Agent to separately aggregate all Fractional Shares that (i) holders of record of shares of Liberty Broadband Common Stock would be entitled to receive into whole shares, separately by series of SpinCo GCI Common Stock and (ii) for purposes of the procedures of DTC, DTC Participants would be entitled to receive into whole shares, separately by series of SpinCo GCI Common Stock, and in each case, cause such whole shares to be sold after the Closing at prevailing market prices on behalf of those holders of record and those DTC Participants, respectively, who would have otherwise been entitled to receive a Fractional Share, and each such holder of record and DTC Participant who would have otherwise been entitled to receive a Fractional Share shall be entitled to receive cash, without interest, rounded down to the nearest cent, in lieu of such Fractional Share in an amount equal to (A) in the case of the applicable holders of record, such holder’s pro rata share of the respective total cash proceeds (net of any fees to the Agent) from such separate sales of the applicable series of SpinCo GCI Common Stock and (B) in the case of the applicable DTC Participants, such DTC Participants pro rata share of the respective total cash proceeds (net of any fees to the Agent) from such separate sales of the applicable series of SpinCo GCI Common Stock. The Agent will have sole discretion to determine when, how and through which broker-dealers such sales will be made without any influence by SpinCo or Liberty Broadband. Following such separate sales of the applicable series of SpinCo GCI Common Stock on behalf of each of the holders of record and DTC Participants, the applicable holders of record and the applicable DTC Participants will receive a cash payment in the form of a check or wire transfer in an amount equal to their pro rata share of the total net proceeds, less any applicable withholding taxes, of such applicable separate sales; provided, that all amounts owed under this Section 2.1(f) to DTC Participants for Fractional Shares shall be paid to DTC (on behalf of and for further distribution to the DTC Participants) and the DTC Participants shall look only to DTC for such payment. If such holders of record physically hold one or more stock certificates or hold stock through the Agent’s Direct Registration System, the check for any cash that such holders of record may be entitled to receive instead of Fractional Shares will be mailed to such holders separately. The parties acknowledge that the payment of cash in lieu of Fractional Shares does not represent separately bargained-for consideration and merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience that would otherwise be caused by the issuance of Fractional Shares.

(g)            Liberty Broadband and the Agent shall be entitled to deduct and withhold from the amounts payable or otherwise transferable to any Person pursuant to this ARTICLE II such amounts as may be required to be deducted and withheld with respect to the making of such payment or transfer under the Code, or under any provision of state, local or foreign tax Law. To the extent that amounts are so deducted or withheld and paid over to the appropriate Governmental Authority, such amounts shall be treated for the purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. With respect to the Distribution, to the extent any amounts are required to be withheld from the transfer of shares of SpinCo GCI Common Stock to a holder of record, and contemporaneous cash payments, if any, to such holder of record from Liberty Broadband or the Agent, are insufficient in amount to satisfy the required withholding, Liberty Broadband and the Agent shall be entitled to (i) withhold from the transfer to such holder of record an amount of shares of SpinCo GCI Common Stock (“Withheld Shares”) sufficient (in the reasonable judgment of Liberty Broadband or the Agent, as applicable) to satisfy such withholding obligation, and (ii) sell any Withheld Shares to satisfy any withholding obligation described in the preceding sentence. Liberty Broadband shall, or shall cause the Agent to, remit such amounts to the IRS and any other applicable Governmental Authority as are required with respect to such withholding obligation. To the extent the amount of proceeds received on the sale of Withheld Shares with respect to a particular holder of record exceeds the amount required to satisfy the withholding obligations with respect to such holder of record, that holder of record shall be entitled to receive cash, without interest, rounded down to the nearest cent, in an amount equal to such excess.

2.2            Conditions to the Distribution.

(a)            Subject to Section 2.1(a), the obligation of Liberty Broadband and, with respect to Section 2.2(a)(vi) only, SpinCo to effect the Distribution is subject to the satisfaction or waiver (solely in the case of those conditions that may be waived in accordance with this Section 2.2) of the following conditions:

(i)             Liberty Broadband shall have received the opinion of Kroll, LLC, operating through its Duff & Phelps Opinions Practice, as to the solvency of Liberty Broadband and SpinCo immediately after giving effect to the Distribution;

(ii)            the effectiveness under the Securities Act of the Registration Statement;

(iii)           the effectiveness of the registration of SpinCo Series A GCI Common Stock and SpinCo Series C GCI Common Stock under Section 12(b) of the Exchange Act;

(iv)           the shares of SpinCo Series A GCI Common Stock and SpinCo Series C GCI Common Stock shall have been approved for listing on Nasdaq;

(v)            the shares of SpinCo Series B GCI Common Stock shall have been approved for quotation on the OTC Markets;  

(vi)           the approval of applications by the (A) FCC required under the Communications Act and (B) Regulatory Commission of Alaska required by Alaska Law for consent to the transfer of control of certain Communication Licenses held by SpinCo or its Subsidiaries;

(vii)          any waiting period (and any extension thereof), and any commitments not to close before a certain date under a timing agreement entered into with a Governmental Authority, applicable to any Liberty Broadband Representative’s receipt of SpinCo GCI Common Stock under the HSR Act shall have expired or early termination thereof shall have been granted;

(viii)         no Order or Law shall have been entered, enacted, promulgated, enforced or issued by any court or other Governmental Authority of competent jurisdiction, shall be in effect which prevents, prohibits, renders illegal or enjoins the consummation of the Restructuring, the Contribution, Distribution or any of the other transactions contemplated herein;

(ix)            the termination of all Contracts, other than this Agreement, the Restructuring Agreements, the Other Agreements and, as and when effective, the Joinders, between (x) any member of the Liberty Broadband Group, on the one hand, and (y) any member of the SpinCo Group, on the other hand, in each case, without Liability to the applicable parties;

(x)            the Restructuring, including the Contribution and the Preferred Stock Sale, shall have been effectuated, including the execution of all such instruments, assignments, documents and other agreements necessary to effect the Restructuring, Contribution and Preferred Stock Sale, as applicable; and

(xi)           any other regulatory or contractual approvals required to consummate the Spin-Off Transactions under applicable Law or pursuant to any material Contract to which any member of the Liberty Broadband Group or SpinCo Group is a party.

(b)            The foregoing conditions are for the sole benefit of Liberty Broadband and shall not in any way limit Liberty Broadband’s right to amend, modify or terminate this Agreement in accordance with Section 6.1. All of the foregoing conditions are non-waivable, except that (i) the conditions set forth in Section 2.2(a)(v) and Section 2.2(a)(vii) may be waived by the Liberty Board and (ii) the condition set forth in Section 2.2(a)(xi)  may be waived by the Liberty Board and, if there has not occurred a Merger Agreement Termination, Parent (acting reasonably).

2.3            Employee Matters; Incentive Plans and Other Benefits.

(a)            Employment of SpinCo Active Employees. All SpinCo Active Employees shall continue to be employees of SpinCo or another member of the SpinCo Group, as the case may be, immediately after the Effective Time.

(b)            Assumption and Retention of Employee- and Benefit-Related Liabilities; Related Assets.

(i)            From and after the Effective Time, except as expressly provided in this Agreement, SpinCo, by assumption or retention through GCI or its Subsidiaries, shall assume or retain, as applicable, all Assets and Liabilities relating to (i) SpinCo Employees, (ii) SpinCo Directors, solely in their capacity as such, and (iii) SpinCo Benefit Plans.

(ii)            From and after the Effective Time, except as expressly provided in this Agreement, Liberty Broadband and the other members of the Liberty Broadband Group shall assume or retain, as applicable, all Assets and Liabilities relating to (i) active and former employees of Liberty Broadband, other than SpinCo Employees and (ii) Liberty Broadband Directors.

(c)            No Change in Control; No Termination of Employment. The parties hereto agree that none of the transactions contemplated by this Agreement, any of the Other Agreements or the Restructuring Agreements, constitutes a “change in control,” “change of control”, “control purchase”, “approved transaction” or any similar terms, as applicable, within the meaning of any SpinCo Benefit Plan, the Liberty Broadband Long-Term Incentive Plans or the SpinCo TSAP. A SpinCo Employee shall not be deemed to have terminated employment for purposes of determining eligibility for severance benefits or otherwise in connection with or in anticipation of the consummation of the transactions contemplated by this Agreement.

(d)            SpinCo Long-Term Incentive Plans. SpinCo shall be responsible for determining all bonus awards that would otherwise be payable to SpinCo Employees for the year in which the Effective Time occurs. SpinCo shall also determine for SpinCo Employees (i) the extent to which established performance criteria (as interpreted by SpinCo, in its sole discretion) have been met, and (ii) the payment level for each SpinCo Employee. SpinCo shall assume all Liabilities with respect to any such bonus awards payable to SpinCo Employees for the year in which the Effective Time occurs and thereafter.

(e)            Liberty Broadband Long-Term Incentive Plans. Liberty Broadband and SpinCo shall use commercially reasonable efforts to take all actions necessary or appropriate so that each outstanding Liberty Broadband Option, Liberty Broadband Restricted Share and Liberty Broadband RSU held by any individual shall be adjusted as set forth in this Section 2.3. The adjustments set forth below shall be the sole adjustments made with respect to Liberty Broadband Options, Liberty Broadband Restricted Shares and Liberty Broadband RSUs in connection with the Distribution.

(i)             Liberty Broadband Options. As of the Effective Time, and as determined by the Compensation Committee of the Liberty Board (the “Liberty Compensation Committee”) pursuant to its authority granted under the applicable Liberty Broadband Long-Term Incentive Plan, each Liberty Broadband Option (whether unvested, partially vested or fully vested), that is outstanding as of the Effective Time shall, in all material respects, be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such Liberty Broadband Option immediately prior to the Effective Time; provided, however, that from and after the Effective Time (following the Effective Time, an “Adjusted Liberty Broadband Option”):

1.            the number of shares of the applicable series of Liberty Broadband Common Stock subject to such Adjusted Liberty Broadband Option shall be equal to the product, rounded down to the nearest whole share, obtained by multiplying (A) the number of shares of the applicable series of Liberty Broadband Common Stock subject to such Liberty Broadband Option immediately prior to the Effective Time by (B) the Liberty Broadband Ratio; and

2.            the per share exercise price of such Adjusted Liberty Broadband Option shall be equal to the quotient, rounded up to the nearest whole cent, obtained by dividing (A) the per share exercise price of such Liberty Broadband Option immediately prior to the Effective Time by (B) the Liberty Broadband Ratio.

(f)             Liberty Broadband Restricted Shares. Liberty Broadband Restricted Shares outstanding as of the Distribution Record Date will participate in the Distribution in the same manner as other outstanding shares of Liberty Broadband Common Stock as set forth in Section 2.1(e), with any cash in lieu of Fractional Shares received by such holders of Liberty Broadband Restricted Shares being paid less any applicable withholding taxes; provided, however, that shares of SpinCo GCI Common Stock (“SpinCo Restricted Shares”) received in respect of Liberty Broadband Restricted Shares will otherwise be subject, in all material respects, to the same terms and conditions (including the vesting terms thereof) as those applicable to such Liberty Broadband Restricted Shares immediately prior to the Effective Time.

(g)            Liberty Broadband RSUs (Other than Liberty Broadband RSUs Held by SpinCo Employees). As determined by the Liberty Compensation Committee pursuant to its authority granted under the applicable Liberty Broadband Long-Term Incentive Plans, Liberty Broadband RSUs (other than Liberty Broadband RSUs held by a SpinCo Employee) shall, in all material respects, be subject to the same terms and conditions after the Effective Time as the terms and conditions applicable to such Liberty Broadband RSUs immediately prior to the Effective Time; provided, however, that from and after the Effective Time (following the Effective Time, an “Adjusted Liberty Broadband RSU”), the number of Liberty Broadband RSUs shall be equal to the product, rounded down to the nearest whole share with cash paid in lieu of a fractional share (less any applicable withholding taxes), obtained by multiplying (i) the number of Liberty Broadband RSUs immediately prior to the Effective Time by (ii) the Liberty Broadband Ratio.

(h)            Liberty Broadband RSUs Held by SpinCo Employees. As determined by the Liberty Compensation Committee pursuant to its authority granted under the Liberty Broadband Long-Term Incentive Plans, the Liberty Broadband RSUs held by a SpinCo Employee shall be converted into restricted stock units with respect to the applicable series of SpinCo GCI Common Stock (as so converted, “SpinCo RSUs”), and shall otherwise be subject to the same terms and conditions after the Effective Time, in all material respects, as the terms and conditions applicable to such Liberty Broadband RSUs immediately prior to the Effective Time; provided, however, that from and after the Effective Time, the number of SpinCo RSUs shall be equal to the product, rounded down to the nearest whole share with cash paid in lieu of a fractional share (less any applicable withholding taxes), obtained by multiplying (i) the number of Liberty Broadband RSUs immediately prior to the Effective Time by (ii) the SpinCo Ratio.

(i)             Miscellaneous.

(i)             Prior to the Effective Time, Liberty Broadband shall cause SpinCo to adopt the SpinCo TSAP.

(ii)            For purposes of determining the Liberty Broadband Ratio or SpinCo Ratio, as applicable, if any series of Liberty Broadband Common Stock or SpinCo GCI Common Stock, as the case may be, is not regularly quoted by brokers or dealers making a market in such stock during the relevant period, or the Liberty Board of Directors or the Liberty Compensation Committee, as applicable, determines that using the volume weighted average prices of any series of Liberty Broadband Common Stock or SpinCo GCI Common Stock, as the case may be, during the relevant period would not be consistent with Section 409A of the Code, the Liberty Board of Directors or the Liberty Compensation Committee, as applicable, may determine (i) the adjustment to the respective per share exercise price and number of shares relating to each Liberty Broadband Option and the per share exercise price and number of shares relating to each Adjusted Liberty Broadband Option, (ii) the adjustment to the respective number of shares relating to each Liberty Broadband RSU and the number of shares relating to each Adjusted Liberty Broadband RSU and (iii) the value of such series of common stock through the reasonable application of a reasonable valuation method; provided, that such method is applied consistently to the relevant period and designated before the relevant period. In addition, the adjustments described in this Section 2.3 are intended to be done in a manner consistent with Section 409A of the Code and the associated guidance, and shall be interpreted and implemented accordingly.

(iii)           Following the Distribution, for any award adjusted under this Section 2.3, (x) with respect to Adjusted Liberty Broadband Options, Liberty Broadband Restricted Shares and Adjusted Liberty Broadband RSUs, such award shall remain subject to the terms of the applicable Liberty Broadband Long-Term Incentive Plan, and (y) with respect to SpinCo Restricted Shares and SpinCo RSUs, such award shall become subject to the terms of the SpinCo TSAP. The obligation to deliver shares of SpinCo GCI Common Stock upon vesting of the SpinCo Restricted Shares or SpinCo RSUs shall be the sole obligation of SpinCo, and Liberty Broadband shall have no Liability in respect thereof.

(iv)           Accordingly, it is intended that the SpinCo TSAP be considered, as to any SpinCo Restricted Share and any SpinCo RSU that is issued as part of the adjustment provisions of this Section 2.3, to be a successor plan to applicable Liberty Broadband Long-Term Incentive Plan pursuant to which the corresponding Liberty Broadband Restricted Share or Liberty Broadband RSU, as applicable, was issued, and SpinCo shall be deemed to have assumed the obligations under the applicable Liberty Broadband Long-Term Incentive Plan to make the adjustments to the Liberty Broadband Restricted Shares and Liberty Broadband RSUs set forth in this Section 2.3.

(v)            With respect to SpinCo Restricted Shares and SpinCo RSUs issued as a result of the adjustments to the Liberty Broadband RSUs, pursuant to this Section 2.3, service after the Effective Time as an employee of Liberty Media or the SpinCo Group shall be treated as service to Liberty Media and SpinCo and its Subsidiaries for all purposes under such SpinCo Restricted Share and SpinCo RSU following the Effective Time.

(j)             Registration Requirements. SpinCo agrees that it shall maintain on a continuous basis an effective registration statement under the Securities Act (and maintain the prospectus contained therein for its intended use) with respect to the shares of SpinCo GCI Common Stock authorized for issuance under the SpinCo TSAP. Liberty Broadband agrees that, following the Effective Time, it shall use reasonable efforts to continue to maintain a Form S-8 Registration Statement with respect to and cause to be registered pursuant to the Securities Act, the shares of Liberty Broadband Common Stock authorized for issuance under the Liberty Broadband Long-Term Incentive Plans as required pursuant to the Securities Act and any applicable rules or regulations thereunder.

(k)            No Third-Party Beneficiaries. Nothing expressed or referred to in this Section 2.3 is intended or will be construed to give any Person other than the parties hereto and their respective successors and assigns any legal or equitable right, remedy or claim under or with respect to this Section 2.3 or any provision hereof, it being the intention of the parties hereto that this Section 2.3 all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their respective successors and assigns. Except as expressly provided in this Section 2.3, nothing in this Agreement shall preclude SpinCo or any other member of the SpinCo Group, at any time after the Effective Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any SpinCo Benefit Plan, any benefit under any SpinCo Benefit Plan or any trust, insurance policy or funding vehicle related to any SpinCo Benefit Plan.

(l)             Fiduciary Matters. It is acknowledged that actions required to be taken pursuant to this Section 2.3 may be subject to fiduciary duties or standards of conduct under ERISA or other applicable law, and no party shall be deemed to be in violation of this Section 2.3 if it fails to comply with any provisions hereof based upon its good faith determination that to do so would violate such a fiduciary duty or standard. Each party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other party for any Liabilities caused by the failure to satisfy any such responsibility.

ARTICLE III REPRESENTATIONS AND WARRANTIES

3.1            Representations and Warranties of the Parties. Each party hereto represents and warrants to the other as follows:

(a)            Organization and Qualification. Such party is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, has all requisite corporate power and authority to own, use, lease or operate its properties and assets, and to conduct the business heretofore conducted by it, and is duly qualified to do business and is in good standing in each jurisdiction in which the properties owned, used, leased or operated by it or the nature of the business conducted by it requires such qualification, except in such jurisdictions where the failure to be so qualified and in good standing would not have a material adverse effect on its business, financial condition or results of operations or its ability to perform its obligations under this Agreement.

(b)            Authorization and Validity of Agreement. Such party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the Restructuring Agreements to which it is a party and the agreements to be delivered by it at the Closing pursuant to Section 5.3(a)(i) and Section 5.3(a)(ii) inclusive or Section 5.3(b)(i) and Section 5.3(b)(ii) inclusive, as the case may be (the “Other Agreements”). The execution, delivery and performance by such party of this Agreement, the Restructuring Agreements and the Other Agreements and the consummation by it of the transactions contemplated hereby and thereby have been, or will be prior to the Closing Date, duly and validly authorized by the board of directors (or a duly authorized committee thereof) of such party and, to the extent required by Law, its stockholders, and no other corporate action on its part is necessary to authorize the execution and delivery by such party of this Agreement, the Restructuring Agreements and the Other Agreements, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Restructuring Agreements and each of the Other Agreements, when executed and delivered, will be, duly executed and delivered by such party and each is, or will be, a valid and binding obligation of such party, enforceable in accordance with its terms.

3.2            No Conflict with Instruments. The execution, delivery and performance by such party of this Agreement, the Restructuring Agreements and the Other Agreements, and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of its assets pursuant to the terms of, the charter or bylaws (or similar formation or governance instruments) of such party, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it or any of its assets are bound, or any Law or Order of any court or Governmental Authority having jurisdiction over it or its properties.

3.3            No Other Reliance. In determining to enter into this Agreement, the Restructuring Agreements and the Other Agreements, and to consummate the transactions contemplated hereby and thereby, such party has not relied on any representation, warranty, promise or agreement other than those expressly contained herein or therein, and no other representation, warranty, promise or agreement has been made or will be implied. Except as otherwise expressly set forth herein or in the Restructuring Agreements or the Other Agreements, all SpinCo Assets and SpinCo Businesses are being transferred on an “as is, where is” basis, at the risk of the transferee, without any warranty whatsoever on the part of the transferor and from and after the Effective Time.

ARTICLE IV COVENANTS

4.1            Cross-Indemnities.

(a)            SpinCo hereby covenants and agrees, on the terms and subject to the limitations set forth in this ARTICLE IV, from and after the Closing, to indemnify and hold harmless Liberty Broadband, its Subsidiaries and their respective current and former directors, officers, service providers and employees, and each of the heirs, executors, trustees, administrators, predecessors, successors and assigns of any of the foregoing (collectively, the “Liberty Indemnified Parties”), from and against any Losses incurred by the Liberty Indemnified Parties (in their capacities as such) to the extent arising out of, resulting from or in connection with any of the following:

(i)             the conduct of the SpinCo Businesses (whether before, on or after the Closing);

(ii)            the SpinCo Assets (whether held before, on or after the Closing);

(iii)           the SpinCo Liabilities (whether incurred before, on or after the Closing);

(iv)           any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of any member of the SpinCo Group under this Agreement or any Restructuring Agreement; or

(v)            any untrue statement of material fact in (A) the Registration Statement or other disclosure documents filed with the SEC in connection with the Distribution (other than untrue statements of material fact made by Liberty Broadband or for which Liberty Broadband provided information in writing), or (B) Liberty Broadband’s disclosure documents filed with the SEC prior to the Effective Time for which the applicable disclosure in such disclosure documents filed with the SEC relate to any member of the SpinCo Group or for which SpinCo Group or its predecessors provided information in writing.

(b)            Liberty Broadband hereby covenants and agrees, on the terms and subject to the limitations set forth in this ARTICLE IV, from and after the Closing, to indemnify and hold harmless SpinCo, its Subsidiaries and their respective current and former directors, officers, service providers and employees, and each of the heirs, executors, trustees, administrators, predecessors, successors and assigns of any of the foregoing (collectively, the “SpinCo Indemnified Parties”) from and against any Losses incurred by the SpinCo Indemnified Parties (in their capacities as such) to the extent arising out of, resulting from or in connection with any of the following:

(i)             the conduct of the Liberty Retained Businesses (whether before, on or after the Closing);

(ii)            the Liberty Retained Assets (whether held before, on or after the Closing);

(iii)           the Liberty Retained Liabilities (whether incurred before, on or after the Closing);

(iv)           any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of any member of the Liberty Broadband Group under this Agreement or any Restructuring Agreement; or

(v)            (A) any untrue statement of material fact in (A) the Registration Statement where such untrue statement of material fact is made by Liberty Broadband or for which Liberty Broadband provided information in writing or (B) Liberty Broadband’s disclosure documents filed with the SEC prior to the Effective Time (other than those untrue statements of material fact that arise out of disclosures in such disclosure documents filed with the SEC relating to the SpinCo Group or for which SpinCo Group or its predecessors provided information in writing).

(c)            The indemnification provisions set forth in Section 4.1(a) and Section 4.1(b) shall not apply to: (i) any Losses incurred by any member of the SpinCo Group pursuant to any contractual obligation (other than this Agreement, the Restructuring Agreements, or, as and when effective, the Parent SDA Joinder) entered into after the Closing Date between (x) any member of the Liberty Broadband Group, on the one hand, and (y) any member of the SpinCo Group, on the other hand; (ii) any Losses incurred by any member of the Liberty Broadband Group pursuant to any contractual obligation (other than this Agreement, the Restructuring Agreements, or, as and when effective, the Parent SDA Joinder) entered into after the Closing Date between (x) any member of the Liberty Broadband Group, on the one hand, and (y) any member of the SpinCo Group, on the other hand; and (iii) any Losses that are, or are attributable to, any Taxes, Tax Items or Tax Benefits, which shall be governed exclusively by the Tax Sharing Agreement and the Tax Receivables Agreement (and, as and when effective, the Parent TSA Joinder and the Parent TRA Joinder). For the avoidance of doubt, any arrangement, instrument, Contract or other agreement between any member of the Liberty Broadband Group, on the one hand, and any member of the SpinCo Group, on the other hand (other than this Agreement, the Restructuring Agreements, or, as and when effective, the Parent SDA Joinder) shall be governed by the terms and conditions of such arrangement, instrument, Contract or other agreement and the limitations set forth in the immediately preceding sentence shall not affect the rights and obligations of each party thereto, including any indemnification rights or obligations provided therein.

(d)          (i)          In connection with any indemnification provided for in this Section 4.1, the party seeking indemnification (the “Indemnitee”) will give the party from which indemnification is sought (the “Indemnitor”) prompt notice whenever it comes to the attention of the Indemnitee that the Indemnitee has suffered or incurred, or may suffer or incur, any Losses for which it is entitled to indemnification under this Section 4.1, and, if and when known, the facts constituting the basis for such claim and the projected amount of such Losses (which shall not be conclusive as to the amount of such Losses), in each case in reasonable detail. Without limiting the generality of the foregoing, in the case of any Action commenced by a third party for which indemnification is being sought (a “Third-Party Claim”), such notice will be given no later than ten (10) Business Days following receipt by the Indemnitee of written notice of such Third-Party Claim. Failure by any Indemnitee to so notify the Indemnitor will not affect the rights of such Indemnitee hereunder except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnitor with respect to such Third-Party Claim. The Indemnitee will deliver to the Indemnitor as promptly as practicable, and in any event within five (5) Business Days after Indemnitee’s receipt, copies of all notices, court papers and other documents received by the Indemnitee relating to any Third-Party Claim.

(ii)            After receipt of a notice pursuant to Section 4.1(d)(i) with respect to any Third-Party Claim, the Indemnitor will be entitled, if it so elects within thirty (30) days of receipt of such notice (or such lesser period as may be required by court proceedings in the event of a litigated matter), to take control of the defense and investigation with respect to such Third-Party Claim and to employ and engage attorneys reasonably satisfactory to the Indemnitee to handle and defend such claim, at the Indemnitor’s cost, risk and expense, upon written notice to the Indemnitee of such election, which notice acknowledges the Indemnitor’s obligation to provide indemnification under this Agreement with respect to any Losses arising out of or relating to such Third-Party Claim. The Indemnitor will not settle any Third-Party Claim that is the subject of indemnification without the written consent of the Indemnitee, which consent will not be unreasonably withheld, conditioned or delayed; provided, however, that, after reasonable notice, the Indemnitor may settle a claim without the Indemnitee’s consent if (A) such settlement makes no admission or acknowledgment of Liability or culpability with respect to the Indemnitee, (B) such settlement includes a complete release of the Indemnitee, (C) such settlement does not impose or seek any relief against the Indemnitee other than the payment of money damages to be borne solely and entirely by the Indemnitor, and (D) the Indemnitor pays all Losses relating to such settlement. Subject to Section 5.27 of the Merger Agreement (as in effect as of the Closing, including without amending, modifying, terminating, limiting, restricting or impairing the rights, terms and provisions set forth in Section 5.27 of the Merger Agreement), the Indemnitee will cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any Action with respect to such claim and any appeal arising therefrom (including the filing in the Indemnitee’s name of appropriate cross-claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of any Third-Party Claim controlled by the Indemnitor and any appeal arising therefrom, including participating in the process with respect to the potential settlement or compromise thereof. If the Indemnitee has been advised by its counsel that there may be one or more legal defenses available to the Indemnitee that conflict with those available to, or that are not available to, the Indemnitor (“Separate Legal Defenses”), or that there may be actual or potential differing or conflicting interests between the Indemnitor and the Indemnitee in the conduct of the defense of such Third-Party Claim, the Indemnitee will have the right, at the expense of the Indemnitor, to engage separate counsel reasonably acceptable to the Indemnitor to handle and defend such Third-Party Claim and the Indemnitor will not have the right to control the defense or investigation of such Third-Party Claim, provided, that, if such Third-Party Claim can be reasonably separated between those portion(s) for which Separate Legal Defenses are available (“Separable Claims”) and those for which no Separate Legal Defenses are available, the Indemnitee will instead have the right, at the expense of the Indemnitor, to engage separate counsel reasonably acceptable to the Indemnitor to handle and defend the Separable Claims, and the Indemnitor will not have the right to control the defense or investigation of such Separable Claims (and, in which case, the Indemnitor will have the right to control the defense or investigation of the remaining portion(s) of such Third-Party Claim).

(iii)            If, after receipt of a notice pursuant to Section 4.1(d)(i) with respect to any Third-Party Claim as to which indemnification is available hereunder, the Indemnitor does not undertake to defend the Indemnitee against such Third-Party Claim, whether by not giving the Indemnitee timely notice of its election to so defend or otherwise, the Indemnitee may, but will have no obligation to, assume its own defense, at the expense of the Indemnitor (including attorneys’ fees and costs), it being understood that the Indemnitee’s right to indemnification for such Third-Party Claim shall not be adversely affected by its assuming the defense of such Third-Party Claim. The Indemnitor will be bound by the result obtained with respect thereto by the Indemnitee; provided, that the Indemnitee may not settle any Action with respect to which the Indemnitee is entitled to indemnification hereunder without the consent of the Indemnitor, which consent will not be unreasonably withheld, conditioned or delayed; provided further, that such consent shall not be required if (i) the Indemnitor had the right under this Section 4.1 to undertake control of the defense of such Third-Party Claim and, after notice, failed to do so within the period set forth in Section 4.1(d)(ii), or (ii) (x) the Indemnitor does not have the right to control the defense of the entirety of such Third-Party Claim pursuant to Section 4.1(d)(ii) or (y) the Indemnitor does not have the right to control the defense of any Separable Claim pursuant to Section 4.1(d)(ii) (in which case such settlement may only apply to such Separable Claims), the Indemnitee provides reasonable notice to Indemnitor of the settlement, and such settlement (A) makes no admission or acknowledgment of Liability or culpability with respect to the Indemnitor, (B) does not seek any relief against the Indemnitor and (C) does not seek any relief against the Indemnitee for which the Indemnitor is responsible other than the payment of money damages.

(e)            In no event will the Indemnitor be liable to any Indemnitee for any special, consequential, indirect, collateral, incidental or punitive damages, however caused and on any theory of liability arising in any way out of this Agreement, whether or not such Indemnitor was advised of the possibility of any such damages; provided, that the foregoing limitations shall not limit a party’s indemnification obligations for any Losses incurred by an Indemnitee as a result of the assertion of a Third-Party Claim.

(f)            The Indemnitor and the Indemnitee shall use commercially reasonable efforts to avoid production of confidential information, and to cause all communications among employees, counsel and others representing any party with respect to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privilege. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall amend, modify, terminate, limit, restrict or impair the rights, terms and provisions of Section 5.27 of the Merger Agreement.

(g)            The Indemnitor shall pay all amounts payable pursuant to this Section 4.1 by wire transfer of immediately available funds, promptly following receipt from an Indemnitee of a bill, together with all accompanying reasonably detailed backup documentation, for any Losses that are the subject of indemnification hereunder, unless the Indemnitor in good faith disputes the amount of such Losses or whether such Losses are covered by the Indemnitor’s indemnification obligation in which event the Indemnitor shall promptly so notify the Indemnitee. In any event, the Indemnitor shall pay to the Indemnitee, by wire transfer of immediately available funds, the amount of any Losses for which it is liable hereunder no later than, (x) if the Indemnitor has in good faith disputed the amount of such Losses or whether such Losses are covered by the Indemnitor’s indemnification obligation, three (3) days following any final determination of the amount of such Losses and the Indemnitor’s liability therefor or (y) if the Indemnitor has not in good faith disputed the amount of such Losses or whether such Losses are covered by the Indemnitor’s indemnification obligation, three (3) days following receipt from an Indemnitee of such bill for any Losses that are the subject of indemnification hereunder. A “final determination” shall exist when (i) the parties to the dispute have reached an agreement in writing or (ii) a court of competent jurisdiction shall have entered a final and non-appealable Order.

(h)            If the indemnification provided for in this Section 4.1 shall, for any reason, be unavailable or insufficient to hold harmless an Indemnitee in respect of any Losses for which it is entitled to indemnification hereunder, then the Indemnitor shall contribute to the amount paid or payable by such Indemnitee as a result of such Losses, in such proportion as shall be appropriate to reflect the relative benefits received by and the relative fault of the Indemnitor on the one hand and the Indemnitee on the other hand with respect to the matter giving rise to such Losses.

(i)             The remedies provided in this Section 4.1 shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against an Indemnitor, subject to Section 4.1(e).

(j)             The rights and obligations of the Liberty Indemnified Parties and the SpinCo Indemnified Parties under this Section 4.1 shall survive the Distribution, the other Spin-Off Transactions and the Combination.

(k)            For the avoidance of doubt, the provisions of this Section 4.1 are not intended to, and shall not, apply to any Loss, claim or Liability to which the provisions of the Tax Sharing Agreement or the Tax Receivables Agreement (or, as and when effective, the Parent TSA Joinder or the Parent TRA Joinder) are applicable.

(l)             The Indemnitor will indemnify the Indemnitee against any and all reasonable fees, costs and expenses (including attorneys’ fees), incurred in connection with the enforcement of their or its rights under this Section 4.1.

4.2            Further Assurances. At any time before or after the Closing, each party hereto covenants and agrees to make, execute, acknowledge and deliver, and to cause its Subsidiaries to make, execute, acknowledge and deliver, such instruments, agreements, consents, assurances and other documents, and to take all such other commercially reasonable actions, as any other party may reasonably request and as may reasonably be required in order to accomplish the Restructuring and the Distribution and to give effect to the transactions provided for in this Agreement, including each step in the Restructuring Plan, and to otherwise carry out the purposes and intent of this Agreement. Each party further agrees, with respect to the actions taken pursuant to Section 2.3, to (i) use commercially reasonable efforts to provide for the maintenance of the necessary participant records, the appointment of the trustees and the engagement of recordkeepers, investment managers, providers, insurers, and other third parties reasonably necessary to maintaining and administering the SpinCo Benefit Plans and (ii) reasonably cooperate in making any and all appropriate filings required under the Code, ERISA and any applicable securities laws, implementing all appropriate communications with participants, transferring appropriate records and taking all such other actions as the requesting party may reasonably determine to be necessary or appropriate to implement the provisions of this Agreement in a timely manner.

4.3            Specific Performance. Each party hereby acknowledges that the benefits to the other party of the performance by such party of its obligations under this Agreement are unique and that the other party is willing to enter into this Agreement only in reliance that such party will perform such obligations, and agrees that monetary damages may not afford an adequate remedy for any failure by such party to perform any of such obligations. Accordingly, each party hereby agrees that the other party will have the right to enforce the specific performance of such party’s obligations hereunder and irrevocably waives any requirement for the securing or posting of any bond or other undertaking in connection with the obtaining by the other party of any injunctive or other equitable relief to enforce their rights hereunder.

4.4            Access to Information.

(a)            Subject to Section 5.27 of the Merger Agreement, each party will provide to the other party, at any time before, on or after the Closing Date for a period consistent with such party’s bona fide record retention policies, upon written request and as promptly as practicable after the request therefor (subject in all cases, to any bona fide concerns of attorney-client or work-product privilege that any party may reasonably have and any restrictions contained in any agreements or Contracts to which any party or its Subsidiaries is a party (it being understood that each of Liberty Broadband and SpinCo will use its reasonable best efforts to provide any such information in a manner that does not result in a violation of a privilege)), any information in its possession or under its control that the requesting party reasonably needs (i) to comply with reporting, filing or other requirements imposed on the requesting party by a foreign or U.S. federal, state or local judicial, regulatory or administrative authority having jurisdiction over the requesting party or its Subsidiaries, (ii) to enable the requesting party to institute or defend against any Action in any foreign or U.S. federal, state or local court (provided that in the case of any Action in which Liberty Broadband or Parent, on the one hand, and SpinCo, on the other hand, are in an adversarial relationship, the furnishing of information, documents or records in connection with such Action will be subject to any applicable rules relating to discovery and not this ARTICLE IV) or (iii) to enable the requesting party to implement the transactions contemplated hereby, including but not limited to performing its obligations under this Agreement and the Restructuring Agreements. All access to any party’s records, personnel and assistance provided pursuant to this Section 4.4(a) following the Closing Date will be (x) conducted during normal business hours upon reasonable advance notice to the party providing access and (y) conducted in such a manner as not to interfere unreasonably with the normal operations of the businesses of the party and its Affiliates providing access. The party providing access will have the right to have one or more of its Representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 4.4(a).

(b)            Any information belonging to a party that is provided to another party pursuant to Section 4.4(a) will remain the property of the providing party. The parties agree to cooperate in good faith to take all reasonable efforts to maintain any legal privilege that may attach to any information delivered pursuant to this Section 4.4 or which otherwise comes into the receiving party’s possession and control pursuant to this Agreement. Nothing contained in this Agreement will be construed as granting or conferring license or other rights in any such information.

(c)            The party requesting any information under this Section 4.4 will reimburse the providing party for the reasonable out of pocket costs, if any, of creating, gathering and copying such information, to the extent that such costs are incurred for the benefit of the requesting party. No party will have any Liability to any other party if any information exchanged or provided pursuant to this Agreement that is an estimate or forecast, or is based on an estimate or forecast, is found to be inaccurate, absent willful misconduct or fraud by the party providing such information.

(d)            The rights and obligations granted under this Section 4.4 are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange, retention or confidential treatment of information set forth in Section 5.8(e) of the Merger Agreement. For the avoidance of doubt, the provisions of this Section 4.4 are not intended to, and shall not, apply to any information relating to matters governed by the Tax Sharing Agreement or the Tax Receivables Agreement (or, as and when effective, the Parent TSA Joinder or the Parent TRA Joinder), which shall be subject to the provisions thereof in lieu of this Section 4.4.

4.5            Confidentiality. Each party will keep confidential for three (3) years following the Closing Date (or for three (3) years following disclosure to such party, whichever is longer), and will use reasonable efforts to cause its officers, directors, members, employees, Affiliates and agents to keep confidential during such period, all Proprietary Information of the other party, in each case to the extent permitted by applicable Law.

(a)            “Proprietary Information” means any proprietary ideas, plans and information, including information of a technological or business nature, of a party (in this context, the “Disclosing Party”) (including all trade secrets, intellectual property, data, summaries, reports or mailing lists, in whatever form or medium whatsoever, including oral communications, and however produced or reproduced), that is marked proprietary or confidential, or that bears a marking of like import, or that the Disclosing Party states is to be considered proprietary or confidential, or that a reasonable and prudent person would consider proprietary or confidential under the circumstances of its disclosure. Without limiting the foregoing, all information of the types referred to in the immediately preceding sentence to the extent used by SpinCo or the SpinCo Businesses or which constitute SpinCo Assets on or prior to the Closing Date will constitute Proprietary Information of SpinCo for purposes of this Section 4.5.

(b)            Anything contained herein to the contrary notwithstanding, information of a Disclosing Party will not constitute Proprietary Information (and the other party (in this context, the “Receiving Party”) will have no obligation of confidentiality with respect thereto), to the extent such information: (i) is in the public domain other than as a result of disclosure made in breach of this Agreement or breach of any other agreement relating to confidentiality between the Disclosing Party and the Receiving Party; (ii) was lawfully acquired by the Disclosing Party from a third party not bound by a confidentiality obligation; (iii) is independently developed or generated without reference to or use of any Proprietary Information of the Disclosing Party; (iv) is approved for release by prior written authorization of the Disclosing Party; or (v) is disclosed in order to comply with a judicial order issued by a court of competent jurisdiction, or to comply with the Laws or regulations of any Governmental Authority having jurisdiction over the Receiving Party, in which event the Receiving Party will give prior written notice to the Disclosing Party of such disclosure as soon as or to the extent practicable and will cooperate with the Disclosing Party (at the Disclosing Party’s cost) in using reasonable efforts to disclose the least amount of such information required and to obtain an appropriate protective order or equivalent, and provided that the information will continue to be Proprietary Information to the extent it is covered by a protective order or equivalent or is not so disclosed.

4.6            Notices Regarding Transferred Assets and Liabilities. Any transferor of an Asset or Liability in the Restructuring that receives a notice or other communication from any third party, or that otherwise becomes aware of any fact or circumstance, after the Restructuring, relating to such Asset or Liability, will use commercially reasonable efforts to promptly forward the notice or other communication to the transferee thereof or give notice to such transferee of such fact or circumstance of which it has become aware. The parties will cause their respective Subsidiaries to comply with this Section 4.6.

4.7            Treatment of Payments. Unless otherwise (i) required by a Final Determination, this Agreement or the Tax Sharing Agreement or (ii) agreed to between the parties, the parties agree to treat all payments made pursuant to this Agreement in accordance with Section 4.3 of the Tax Sharing Agreement.

4.8            Insurance Matters. Each party covenants and agrees that following the Closing, no member of the Liberty Broadband Group, on the one hand, and no member of the SpinCo Group, on the other hand, will have any rights under any insurance policy maintained by the other party; provided, however, nothing in this Section 4.8 shall limit the rights of a director or officer of one party hereto under any insurance policy maintained by the other party if such director or officer is entitled to the rights under such insurance policy in its capacity as a director or officer of such party.

4.9            Intercompany Agreements. At or prior to the Closing, SpinCo will execute and deliver each of the LMC Agreements to Liberty Media. Further, at or prior to the Closing, Liberty Broadband and SpinCo will take all reasonably necessary steps to satisfy the condition set forth in Section 2.2(a)(ix).

ARTICLE V CLOSING

5.1            Closing. Unless this Agreement is terminated and the transactions contemplated by this Agreement are abandoned pursuant to the provisions of ARTICLE VI and subject to the satisfaction or, if applicable, waiver of all conditions set forth in each of Section 2.2 and Section 5.2, the closing of the Distribution (the “Closing”) will take place at the offices of Liberty Broadband, at 12300 Liberty Boulevard, Englewood, Colorado, at an acceptable time and date to be determined by Liberty Broadband (the “Closing Date”); provided, that the Closing shall occur prior to the effective time of the Merger.

5.2            Conditions to Closing.

(a)            The obligations of the parties to complete the Distribution are conditioned upon the satisfaction or, if applicable, waiver of the conditions set forth in Section 2.2.

(b)           The performance by each party of its obligations hereunder is further conditioned upon:

(i)             the performance in all material respects by the other party of its covenants and agreements contained herein to the extent such are required to be performed at or prior to the Closing; and

(ii)            the representations and warranties of the other party being true and complete in all material respects as of the Closing Date with the same force and effect as if made at and as of the Closing Date.

5.3            Deliveries at Closing.

(a)            Liberty Broadband. At or prior to the Closing, Liberty Broadband will deliver or cause to be delivered to SpinCo:

(i)             the Tax Sharing Agreement duly executed by an authorized officer of Liberty Broadband;

(ii)            the Tax Receivables Agreement duly executed by an authorized officer of Liberty Broadband;

(iii)           the Restructuring Agreements duly executed by an authorized officer of Liberty Broadband or other applicable member of the Liberty Broadband Group;

(iv)           a secretary’s certificate certifying that the Liberty Board has authorized the execution, delivery and performance by Liberty Broadband of this Agreement, the Restructuring Agreements and the Other Agreements, which authorization will be in full force and effect at and as of the Closing; and

(v)            such other documents and instruments as SpinCo may reasonably request.

(b)            SpinCo. At or prior to the Closing, SpinCo will deliver or cause to be delivered to Liberty Broadband:

(i)             the Tax Sharing Agreement duly executed by an authorized officer of SpinCo;

(ii)            the Tax Receivables Agreement duly executed by an authorized officer of SpinCo;

(iii)           the Restructuring Agreements duly executed by an authorized officer of SpinCo or other applicable member of the SpinCo Group;

(iv)           the SpinCo Charter, duly executed by an authorized officer of SpinCo and as filed with the Secretary of State of the State of Nevada;

(v)            a secretary’s certificate certifying that the SpinCo Board has authorized the execution, delivery and performance by SpinCo of this Agreement, the Restructuring Agreements and the Other Agreements, which authorizations will be in full force and effect at and as of the Closing; and

(vi)           such other documents and instruments as Liberty Broadband may reasonably request.

ARTICLE VI TERMINATION

6.1            Termination. Subject to, and in accordance with, applicable Law and the Merger Agreement, this Agreement may be terminated and the transactions contemplated hereby may be amended, modified or supplemented at any time prior to the Effective Time or abandoned at any time prior to the Liberty Board’s declaration of the Distribution, in each case, by and in the sole and absolute discretion of Liberty Broadband without the approval of SpinCo and without any compensation to SpinCo; provided that, for the avoidance of doubt, if there has not occurred a Merger Agreement Termination, any amendment, modification, supplement or abandonment of this Agreement shall require the prior written consent of Parent (acting reasonably). For the avoidance of doubt, from and after the Effective Time, this Agreement may not be terminated (or any provision hereof modified, amended or waived) without the written agreement of all the parties and, if there has not occurred a Merger Agreement Termination, the prior written consent of Parent (acting reasonably).

6.2            Effect of Termination. In the event of any termination of this Agreement in accordance with Section 6.1, this Agreement will immediately become void and the parties will have no Liability whatsoever to each other with respect to the transactions contemplated hereby.

ARTICLE VII MISCELLANEOUS

7.1            Definitions.

(a)            For purposes of this Agreement, the following terms have the corresponding meanings:

“Action” means any claim, audit, charge, demand, action, cause of action, suit, countersuit, arbitration, mediation, litigation, inquiry, subpoena, proceeding, or investigation of any kind by or before any court, grand jury, Governmental Authority or any arbitration or mediation tribunal or authority.

“Affiliates” means with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person; provided, that, for any purpose hereunder, in each case both before and after the Effective Time, none of the Persons listed in clauses (i) – (viii) shall be deemed to be Affiliates of any Person listed in any other such clause: (i) Liberty Broadband taken together with its Subsidiaries and any of their respective Investees, (ii) SpinCo taken together with its Subsidiaries and any of their respective Investees, (iii) Liberty TripAdvisor Holdings, Inc. taken together with its Subsidiaries and any of their respective Investees, (iv) Liberty Media Corporation taken together with its Subsidiaries and any of their respective Investees, (v) QVC Group, Inc. (formerly known as Qurate Retail, Inc.) taken together with its Subsidiaries and any of their respective Investees, (vi) Atlanta Braves Holdings, Inc. taken together with its Subsidiaries and any of their respective Investees, (vii) Liberty Global plc taken together with its Subsidiaries and any of their respective Investees, (viii) Liberty Latin America Ltd. taken together with its Subsidiaries and any of their respective Investees, and (ix) any entity whose shares are distributed, directly or indirectly, in a spinoff, split-off or similar distribution transaction, to the shareholders of any of the entities referred to in the immediate preceding clauses (i) – (viii) (including any of their Subsidiaries or such entities or any of their respective Investees). For purposes of this definition, and for the avoidance of doubt, (x) natural persons shall not be deemed to be Affiliates of each other and (y) no Person shall be an Affiliate of any other Person solely because they share one or more common officers or members of their respective board of managers, board of directors or other controlling governing body.

“Agent” means Broadridge Corporate Issuer Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717.

“Aircraft Time Sharing Agreement” means the Aircraft Time Sharing Agreement to be entered into by and between Liberty Media and SpinCo, substantially in the form attached hereto as Exhibit E.

“Assets” means assets, properties, interests and rights (including goodwill), wherever located, whether real, personal or mixed, tangible or intangible, movable or immovable, in each case whether or not required by GAAP to be reflected in financial statements or disclosed in the notes thereto. The term “Assets” shall not include any of the items described in the previous sentence for or related to Taxes, Tax Items or Tax Benefits, which shall be governed exclusively by the Tax Sharing Agreement and the Tax Receivables Agreement (and, as and when effective, the Parent TSA Joinder and the Parent TRA Joinder).

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the State of New York or Denver, Colorado.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Communications Act” means the Communications Act of 1934, as amended, and the rules, regulations and published orders of the FCC thereunder.

“Communications Licenses” all licenses, authorizations and certificates of public convenience and necessity issued or granted by the FCC or the Regulatory Commission of Alaska held by the SpinCo Businesses in each applicable jurisdiction with respect to the operations of the SpinCo Businesses as presently conducted.

“Contract” means any legally binding written or binding oral contract, agreement, instrument, commitment or undertaking (including leases, licenses, mortgages, notes, guarantees, sublicenses, subcontracts and purchase orders).

“Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership, membership, limited liability company, or other ownership interests, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative to the foregoing.

“DGCL” means the General Corporation Law of the State of Delaware (as the same may be amended from time to time).

“Distribution Record Date” means the date to be determined by the Liberty Board in its sole discretion as the record date for the Distribution.

“DTC” means The Depository Trust Company.

“DTC Participant” means the brokers and other nominees that are participants in DTC and hold shares of Liberty Broadband Common Stock in street name.

“Effective Time” means the time at which the Distribution will be effective.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. Reference to a specific provision of ERISA also includes any proposed, temporary or final regulation in force under that provision.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, together with all rules and regulations promulgated thereunder.

“Existing SpinCo Common Stock” means the common stock, par value $0.01 per share, of SpinCo, which is in existence prior to the effectiveness of the SpinCo Charter.

“Facilities Sharing Agreement” means the Facilities Sharing Agreement to be entered into by and among Liberty Property Holdings, Inc., Liberty Media and SpinCo, substantially in the form attached hereto as Exhibit F.

“FCC” means the Federal Communications Commission, including any bureau or division thereof acting on delegated authority.

“Final Determination” means the final resolution of liability for any Tax for any Tax Period, by or as a result of: (i) a closing agreement or similar final settlement with the IRS or the relevant state or local governmental authorities, (ii) an agreement contained in IRS Form 870-AD or other similar form, (iii) an agreement that constitutes a determination under Section 1313(a)(4) of the Code, (iv) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax, (v) a deficiency notice with respect to which the period for filing a petition with the Tax Court or the relevant state or local tribunal has expired, (vi) a decision, judgment, decree or other order of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired, or (vii) the payment of any Tax with respect to any item disallowed or adjusted by a Tax Authority provided that Liberty Broadband and SpinCo mutually agree that no action shall be taken to recoup such payment.

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“GCI” means GCI, LLC, a Delaware limited liability company.

“GCI Financial Statements” means (i) the audited consolidated financial statements of GCI and its Subsidiaries as of and for the fiscal year ended December 31, 2024 and (ii) the unaudited consolidated financial statements of GCI and its Subsidiaries as of and for the three months ended March 31, 2025 (including, in each case, any related notes thereto).

“GCI Interests” means 100% of the outstanding equity interests in GCI.

“Governmental Authority” means any supranational, national, federal, state, county, local or municipal government, or other political subdivision thereof, or any court, tribunal or arbitral body and any entity exercising executive, legislative, judicial, regulatory, taxing, administrative, prosecutorial or arbitral functions of or pertaining to government, domestic or foreign; provided, that such term shall not include any stock exchange or listing company.

“Governmental Authorization” means the completion or early termination of any waiting period (and any extension thereof) under the HSR Act or any authorization, approval, consent, license, certificate or permit issued, granted, or otherwise made available under the authority of any court, governmental or regulatory authority, agency, stock exchange, commission or body.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Investee” of any Person means any Person in which such first Person owns or controls an equity or voting interest.

“Joinders” means, collectively, the Parent SDA Joinder, the Parent TRA Joinder and the Parent TSA Joinder.

“Law” means all foreign, federal, state, provincial, local or municipal laws (including common law), statutes, ordinances, regulations and rules of any Governmental Authority, and all Orders.

“Liabilities” means debts, liabilities, commitments and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, known or unknown, asserted or unasserted, including those arising under any Law, Action or Order and those arising under any Contract. The term “Liabilities” shall not include any of the items described in the previous sentence for or related to Taxes, Tax Items or Tax Benefits, which shall be governed exclusively by the Tax Sharing Agreement and the Tax Receivables Agreement (and, as and when effective, the Parent TSA Joinder and the Parent TRA Joinder).

“Liberty Board” means the Board of Directors of Liberty Broadband or a duly authorized committee thereof (including, without limitation, the Executive Committee or the Transaction Committee of the Board of Directors of Liberty Broadband).

“Liberty Broadband Common Stock” means the Liberty Broadband Series A Common Stock, the Liberty Broadband Series B Common Stock and the Liberty Broadband Series C Common Stock.

“Liberty Broadband Directors” means the non-employee members of the Liberty Board who will continue to serve on the Liberty Board following the Distribution or who separated from the Liberty Board prior to the Distribution.

“Liberty Broadband Group” means Liberty Broadband and each of its Subsidiaries and Affiliates as of immediately following the Distribution, and each Person that becomes a Subsidiary or Affiliate of Liberty Broadband after the Effective Time, in each case, other than the members of the SpinCo Group.

“Liberty Broadband Long-Term Incentive Plans” means the Liberty Broadband Corporation 2014 Omnibus Incentive Plan (Amended and Restated as of March 11, 2015), the Liberty Broadband Corporation 2019 Omnibus Incentive Plan, the Liberty Broadband Corporation 2024 Omnibus Incentive Plan, the GCI Liberty Inc. 2018 Omnibus Incentive Plan and the GCI Liberty Inc. Transitional Stock Adjustment Plan, in each case, as amended.

“Liberty Broadband Option” means an option to purchase shares of Liberty Broadband Common Stock that, prior to the Distribution, is governed by the terms of a Liberty Broadband Long-Term Incentive Plan.

“Liberty Broadband Post-Distribution Stock Value” means the volume weighted average price of a share of Liberty Broadband Series C Common Stock reported on Nasdaq over the three consecutive trading days beginning on the first trading day following the Closing Date.

“Liberty Broadband Ratio” means the quotient obtained by dividing the Liberty Broadband Stock Value by the Liberty Broadband Post-Distribution Stock Value.

“Liberty Broadband Restricted Share” means a restricted share of Liberty Broadband Common Stock that, prior to the Distribution, is governed by the terms of a Liberty Broadband Long-Term Incentive Plan.

“Liberty Broadband RSU” means a restricted stock unit in respect of Liberty Broadband Common Stock that, prior to the Distribution, is governed by the terms of a Liberty Broadband Long-Term Incentive Plan.

“Liberty Broadband Series A Common Stock” means the Series A common stock, par value $0.01 per share, of Liberty Broadband.

“Liberty Broadband Series B Common Stock” means the Series B common stock, par value $0.01 per share, of Liberty Broadband.

“Liberty Broadband Series C Common Stock” means the Series C common stock, par value $0.01 per share, of Liberty Broadband.

“Liberty Broadband Stock Value” means the sum of the Liberty Broadband Post-Distribution Stock Value plus the product of the SpinCo Stock Value multiplied by the SpinCo Stock Distribution Ratio.

“Liberty Charter” means the Restated Certificate of Incorporation of Liberty Broadband, effective as of November 4, 2014, as amended and as in effect immediately prior to the Closing Date, including the Certificate of Designations of Liberty Broadband in respect of the Series A Cumulative Redeemable Preferred Stock of Liberty Broadband, effective as of December 18, 2020, as amended.

“Liberty Entity” or “Liberty Entities” means and includes each of Liberty Broadband and its Subsidiaries, after giving effect to the Distribution.

“Liberty Media” means Liberty Media Corporation, a Delaware corporation.

“Liberty Retained Assets” means all Assets of the Liberty Entities (other than any SpinCo Assets).

“Liberty Retained Businesses” means all businesses of the Liberty Entities (including any businesses of any of the Liberty Entities that were transferred or otherwise disposed of by such Liberty Entity prior to the date hereof) (other than any SpinCo Businesses).

“Liberty Retained Liabilities” means all Liabilities of the Liberty Entities (other than any SpinCo Liabilities); provided, that, Liberty Retained Liabilities shall include (i) the Spin-Off Fees and (ii) any Liabilities arising out of or relating to any Merger Litigation, including the defense of any Merger Litigation pursuant to Section 5.16 of the Merger Agreement.

“LMC Agreements” means each of the Aircraft Time Sharing Agreement, the Facilities Sharing Agreement and the Services Agreement.

“Losses” means any and all damages, losses, deficiencies, Liabilities, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including the fees and expenses of any and all actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or in asserting, preserving or enforcing an Indemnitee’s rights hereunder), whether in connection with a Third-Party Claim or otherwise. The term “Losses” shall not include any Taxes, Tax Items or Tax Benefits, the liability and indemnification for which shall be governed exclusively by the Tax Sharing Agreement and the Tax Receivables Agreement (and, as and when effective, the Parent TSA Joinder and the Parent TRA Joinder).

“Merger Agreement Termination” means a valid termination of the Merger Agreement pursuant to Article VII thereof prior to the Merger Closing.

“Merger Litigation” means any Action commenced or threatened to be commenced, after the date of the Merger Agreement, against Liberty Broadband, Parent, Merger LLC or Merger Sub or any of their respective directors or officers by any stockholder relating to the Merger Agreement and the transactions contemplated thereby.

“Nasdaq” means any tier of the Nasdaq Stock Market, including the Nasdaq Capital Market, the Nasdaq Global Market and the Nasdaq Global Select Market.

“Order” means any judgment, order, writ, award, preliminary or permanent injunction or decree of any Governmental Authority.

“Parent SDA Joinder” means a joinder to this Agreement to be entered into by Parent immediately prior to, and effective immediately after, the Merger Closing, as described in Section 5.24(e) of the Merger Agreement.

“Parent TRA Joinder” means a joinder to the Tax Receivables Agreement to be entered into by Parent immediately prior to, and effective immediately after, the Merger Closing, as described in Section 5.24(e) of the Merger Agreement.

“Parent TSA Joinder” means a joinder to the Tax Sharing Agreement to be entered into by Parent immediately prior to, and effective immediately after, the Merger Closing, as described in Section 5.24(e) of the Merger Agreement.

“Person” means any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture or other entity of any kind.

“Registration Statement” means the Registration Statement on Form S-1 (or any successor form to Form S-1) of SpinCo relating to the registration under the Securities Act of SpinCo GCI Common Stock, including all amendments or supplements thereto.

“Representatives” means, with respect to any Person, its financial advisors, legal counsel, financing sources, accountants, insurers or other advisors, agents or representatives, including its officers and directors.

“Restructuring Plan” means the Restructuring Plan attached hereto as Exhibit B.

“SEC” means the United States Securities and Exchange Commission or any successor agency thereto.

“Section 336(e) Elections” means the timely and valid protective elections under Section 336(e) of the Code (and any corresponding elections under state, local or non-U.S. Tax Law) which Liberty Broadband shall make (or cause to be made) in connection with the Distribution.

“Section 338(h)(10) Elections” means the timely and valid elections provided for by Section 338(h)(10) of the Code (and any corresponding elections under state, local or non-U.S. Tax Law) which Liberty Broadband and SpinCo shall jointly make (or cause to be jointly made) in connection with the Contribution.

“Section 338(h)(10) Entities” means GCI and any of GCI’s Subsidiaries treated as U.S. corporations for U.S. federal income tax purposes.

“Securities Act” means the Securities Act of 1933, as amended, together with all rules and regulations promulgated thereunder.

“Services Agreement” means the Services Agreement to be entered into by and between Liberty Media and SpinCo, substantially in the form attached hereto as Exhibit G.

“SpinCo Active Employees” means current employees of GCI or any of its Subsidiaries, or who are otherwise primarily dedicated to the SpinCo Businesses (not including any such employees who are employed by or who provide services to Liberty Media pursuant to that certain Services Agreement by and between Liberty Broadband and Liberty Media).

“SpinCo Assets” means all Assets used or held for use solely or primarily in GCI or any of its Subsidiaries (including the Assets included or reflected as Assets of GCI and its Subsidiaries on the balance sheet included in the GCI Financial Statements, subject to any dispositions of such Assets subsequent to the date of the GCI Financial Statements and acquisitions of Assets since the date of the GCI Financial Statements that are of a nature or type that would have been included on a pro forma balance sheet of the SpinCo Businesses as of the Effective Time), including 100% of the GCI Interests.

“SpinCo Benefit Plan” means (a) the SpinCo Health and Welfare Plans, (b) the SpinCo Saving Plans and (c), to the extent not covered by clauses (a) or (b), (i) each “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) and all other employee benefit arrangements, policies or payroll practices (including, without limitation, severance pay, sick leave, parental leave, vacation pay, salary continuation, disability, retirement, deferred compensation, bonus, stock option or other equity-based compensation, hospitalization, medical insurance or life insurance, or other employee assistance-based or cafeteria plans) sponsored or maintained by GCI or any of its Subsidiaries and (ii) all “employee pension benefit plans” (as defined in Section 3(2) of ERISA), occupational pension plan or arrangement or other pension arrangements sponsored or maintained by GCI or any of its Subsidiaries.

“SpinCo Board” means the Board of Directors of SpinCo or a duly authorized committee thereof.

“SpinCo Businesses” means the businesses of GCI and its Subsidiaries (including any businesses of GCI or any of its Subsidiaries that were transferred or otherwise disposed of by GCI or such Subsidiary prior to the date hereof).

“SpinCo Certificate of Designations” means the Certificate of Designations of SpinCo in respect of the Non-Voting Preferred Stock of SpinCo.

“SpinCo Charter” means the Amended and Restated Articles of Incorporation of SpinCo to be filed with the Secretary of State of the State of Nevada immediately prior to the Effective Time, substantially in the form attached hereto as Exhibit A-1.

“SpinCo Charter Amendment” means that certain amendment to the existing Articles of Incorporation of SpinCo filed with the Secretary of State of the State of Nevada on March 14, 2025, pursuant to which SpinCo authorized customary “blank-check” preferred stock.

“SpinCo Director” means the individuals who will serve as non-employee members of the SpinCo Board following the Distribution.

“SpinCo Employees” means (i) SpinCo Active Employees, and (ii) former employees of GCI or any of its Subsidiaries or individuals who, as of their last day of employment with Liberty Broadband or its Subsidiaries, were primarily dedicated to the SpinCo Businesses (not including any such employees who were employed by or who provided services to Liberty Media pursuant to that certain Services Agreement by and between Liberty Broadband and Liberty Media).

“SpinCo Entity” or “SpinCo Entities” means each of SpinCo and its Subsidiaries, after giving effect to the Distribution, including GCI and its Subsidiaries.

“SpinCo GCI Common Stock” means the SpinCo Series A GCI Common Stock, the SpinCo Series B GCI Common Stock and the SpinCo Series C GCI Common Stock.

“SpinCo Group” means SpinCo and each Person that is a direct or indirect Subsidiary of SpinCo as of immediately following the Distribution, and each Person that becomes a Subsidiary of SpinCo after the Effective Time.

“SpinCo Health and Welfare Plans” means any plan, fund or program which was established or is maintained by GCI or any of its Subsidiaries, or pursuant to which SpinCo or GCI or any of its Subsidiaries is a party, for the purpose of providing for its participants or their beneficiaries, through the purchase of insurance or otherwise, medical (including PPO, EPO and HDHP coverages), dental, prescription, vision, short-term disability, long-term disability, life and AD&D, critical illness, hospital indemnity, employee assistance, group legal services, wellness, cafeteria (including premium payment, health flexible spending account, health savings account and dependent care flexible spending account components), travel reimbursement, transportation, or other benefits in the event of sickness, accident, disability, death or unemployment, or vacation benefits, apprenticeship or other training programs or day care centers, scholarship funds, or prepaid legal services, including any such plan, fund or program as defined in Section 3(1) of ERISA.

“SpinCo Liabilities” means all Liabilities incurred or accrued by SpinCo, GCI or any of its Subsidiaries in, or any Liabilities to the extent solely or primarily arising out of or relating to, the operation of the SpinCo Businesses, whether accruing or arising prior to, on or after the Effective Time (including the Liabilities included or reflected as Liabilities of GCI and its Subsidiaries on the balance sheet included in the GCI Financial Statements, and Liabilities in existence as of the Effective Time that are of a nature or type that would have resulted in such Liabilities being included or reflected as Liabilities of the SpinCo Businesses on a pro forma balance sheet of the SpinCo Businesses as of the Effective Time, but, for the avoidance of doubt, excluding any Taxes or Tax Items resulting from or in connection with the Spin-Off Transactions) and all obligations of Liberty Broadband, SpinCo, GCI and their respective Subsidiaries (as applicable) in respect of the GCI Debt (as defined in the Merger Agreement); provided, however, that the Spin-Off Fees shall not constitute SpinCo Liabilities.

“SpinCo Non-Voting Preferred Stock” means the 12% Series A Cumulative Redeemable Non-Voting Preferred Stock, par value $0.01 per share, of SpinCo, which shall be authorized for issuance from and following the effectiveness of the SpinCo Certificate of Designations.

“SpinCo Ratio” means the quotient obtained by dividing the Liberty Broadband Stock Value by the SpinCo Stock Value.

“SpinCo Savings Plan” means the GCI 401(k) Plan of GCI Communications Corp. and any trust relating thereto.

“SpinCo Series A GCI Common Stock” means the Series A GCI Group common stock, par value $0.01 per share, of SpinCo, which shall be in existence from and following the effectiveness of the SpinCo Charter.

“SpinCo Series B GCI Common Stock” means the Series B GCI Group common stock, par value $0.01 per share, of SpinCo, which shall be in existence from and following the effectiveness of the SpinCo Charter.

“SpinCo Series C GCI Common Stock” means the Series C GCI Group common stock, par value $0.01 per share, of SpinCo, which shall be in existence from and following the effectiveness of the SpinCo Charter.

“SpinCo Stock Distribution Ratio” means 0.20.

“SpinCo Stock Value” means the volume weighted average price of a share of SpinCo Series C GCI Common Stock reported on Nasdaq over the three consecutive trading days beginning on the first trading day following the Closing Date.

“SpinCo TSAP” means GCI Liberty, Inc. 2025 Transitional Stock Adjustment Plan to be adopted by GCI Liberty and approved by Liberty Broadband, substantially in the form attached hereto as Exhibit D.

“Spin-Off Fees” means all fees, costs and expenses incurred, accrued, paid or payable by or on behalf of Liberty Broadband, SpinCo or any of their respective Subsidiaries in connection with the Spin-Off Transactions, including the negotiation and execution of this Agreement and the other agreements contemplated hereby, but shall exclude, for the avoidance of doubt, obligations under Section 4.1 of this Agreement.

“Subsidiary” means, with respect to any Person, any corporation, general or limited partnership, limited liability company, joint venture or other entity (a) that is consolidated with such Person for purposes of financial reporting under GAAP or (b) in which such Person (i) owns, directly or indirectly, more than fifty percent (50%) of the voting power represented by the outstanding voting securities or more than fifty percent (50%) of the equity securities, profits interest or capital interest, (ii) is entitled to elect at least one-half of the board of directors or similar governing body or (iii) in the case of a limited partnership or limited liability company, is a general partner or managing member and has the power to direct the policies, management and affairs of such entity, respectively; provided, that for purposes of this Agreement, both prior to and after the Effective Time, none of SpinCo and its Subsidiaries shall be deemed to be Subsidiaries of Liberty Broadband or any of its Subsidiaries.

“Tax” and “Taxes” means any and all federal, state, local or non-U.S. taxes, charges, fees, duties, levies, imposts, rates or other like governmental assessments or charges, and, without limiting the generality of the foregoing, shall include income, gross receipts, net worth, property, sales, use, license, excise, franchise, capital stock, employment, payroll, unemployment insurance, social security, Medicare, stamp, environmental, value added, alternative or added minimum, ad valorem, trade, recording, withholding, occupation or transfer taxes, together with any related interest, penalties and additions imposed by any Tax Authority.

“Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision, agency, commission or authority thereof that imposes such Tax, and the agency, commission or authority (if any) charged with the assessment, determination or collection of such Tax for such entity or subdivision.

“Tax Benefit” means a reduction in the Tax liability (or increase in a Tax Refund) of either Liberty Broadband or SpinCo (or any of their Subsidiaries) for any Tax Period that is utilized or realized in accordance with Section 2 of the Tax Sharing Agreement.

“Tax Item” means any item of income, gain, loss, deduction, credit, recapture of credit or any similar item which increases or decreases Taxes paid or payable, including an adjustment under Section 481 of the Code resulting from a change in accounting method.

“Tax Law” means the law of any governmental entity or political subdivision thereof, and any controlling judicial or administrative interpretations of such law, relating to any Tax.

“Tax Period” means, with respect to any Tax, the year, or shorter period, if applicable, for which the Tax is reported as provided under applicable Tax Law. For the avoidance of doubt, references to “Tax Period” for any franchise or other doing business Tax shall mean the Tax Period during which the income, operations, assets, or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another Tax period is obtained by the payment of such Tax.

“Tax Proceeding” means any Tax audit, assessment, or other examination by any Tax Authority, as well as any controversy, litigation, other proceeding, or appeal thereof relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

“Tax Receivables Agreement” means the Tax Receivables Agreement to be entered into by and between Liberty Broadband and SpinCo, substantially in the form attached hereto as Exhibit H.

“Tax Refund” means a refund of Taxes previously paid and any overpayment interest within the meaning of Section 6611 of the Code or any similar provision under applicable Tax Law (whether paid by way of a refund or credited against any liability for related Taxes).

“Tax Return” means any return or report of Taxes due, any claims for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed (by paper, electronically or otherwise) under any applicable Tax Law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Tax Sharing Agreement” means the Tax Sharing Agreement to be entered into by and between Liberty Broadband and SpinCo, substantially in the form attached hereto as Exhibit I.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period (or portion thereof).

(b)            As used herein, the following terms will have the meanings set forth in the applicable section of this Agreement set forth below:

7.2            Survival; No Third-Party Rights. The representations and warranties contained herein shall not survive the Effective Time or the termination of this Agreement. The covenants and agreements herein that relate to actions to be taken at or after the Effective Time shall survive the Effective Time until satisfied in full. Except for the indemnification rights of the Liberty Indemnified Parties and the SpinCo Indemnified Parties pursuant to Section 4.1 and except for the rights and obligations of Parent hereunder, under the Parent SDA Joinder and under the Merger Agreement, nothing expressed or referred to in this Agreement is intended or will be construed to give any Person other than the parties hereto and their respective successors and assigns any legal or equitable right, remedy or claim under or with respect to this Agreement, or any provision hereof, it being the intention of the parties hereto that this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement (including Parent with respect to its rights and obligations hereunder and under the Merger Agreement) and their respective successors and assigns.

7.3            Notices. All notices and other communications hereunder shall be in writing and shall be delivered in person, by electronic mail (with confirming copy sent by one of the other delivery methods specified herein), by overnight courier or sent by certified, registered or express air mail, postage prepaid, and shall be deemed given when so delivered in person, or when so received by electronic mail or courier, or, if mailed, three (3) calendar days after the date of mailing, as follows:

or to such other address as the Person to whom notice is given may have previously furnished to the other Persons set forth above in writing in the manner set forth above.

7.4            Entire Agreement. This Agreement (including the Exhibits attached hereto), together with the Restructuring Agreements, the Other Agreements and, as and when effective, the Joinders, embodies the entire understanding among the parties relating to the subject matter hereof and thereof. Any and all prior correspondence, conversations and memoranda are merged herein and shall be without effect hereon. No promises, covenants or representations of any kind, other than those expressly stated herein, have been made to induce either party to enter into this Agreement. Notwithstanding anything to the contrary herein, the parties acknowledge and agree that nothing contained in this Agreement, any Restructuring Agreement or Other Agreement shall in any way be deemed to modify, limit, waive or supersede any express approval rights of Parent pursuant to Section 5.24 of the Merger Agreement. For the avoidance of doubt, in the event of any conflict between this Agreement, on the one hand, and the Separation Principles (as defined in the Merger Agreement), on the other hand, this Agreement shall control.

7.5            Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to a merger of a party, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other parties and, if there has not occurred a Merger Agreement Termination, Parent (acting reasonably); provided, however, that Liberty Broadband and SpinCo may assign their respective rights, interests, duties, liabilities and obligations under this Agreement to any of their respective wholly-owned Subsidiaries, but such assignment shall not relieve Liberty Broadband or SpinCo, as the assignor, of its obligations hereunder.

7.6            Governing Law; Dispute Resolution.

(a)            This Agreement and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by the Laws of the State of Delaware applicable to contracts made and performed wholly therein, without giving effect to any choice or conflict of laws provisions or rules that would cause the application of the Laws of any other jurisdiction.

(b)            At or following the Closing, each of Liberty Broadband and SpinCo will designate two members (or such other number of members as mutually agreed in writing by Liberty Broadband and SpinCo) to a transition committee (the “Transition Committee”), the purpose of which shall be to attempt initially to resolve all issues, claims, disputes or controversies that may arise under, out of or in connection with this Agreement (each, a “Dispute”). At all times Liberty Broadband and SpinCo shall each have the right to designate half of the members of the Transition Committee; provided, that, Liberty Broadband or SpinCo may not designate the same individual to the Transition Committee and neither Liberty Broadband nor SpinCo may designate an individual to the Transition Committee who then provides services to both Liberty Broadband and SpinCo as a director or executive officer. Each of Liberty Broadband and SpinCo shall have the right, by written notice to the other party hereto, to remove any of such party’s designated members to the Transition Committee. Any vacancies on the Transition Committee resulting from death, resignation, removal, disqualification or other cause shall be filled by the party hereto that designated the prior member that resulted in such vacancy. Liberty Broadband and SpinCo shall each be entitled to fill half of the vacancies resulting from any increase in the number of members on the Transition Committee.  In order for the Transition Committee to transact business, at least one member of the Transition Committee designated by each of Liberty Broadband and SpinCo must be present. Meetings of the Transition Committee may be called by any member of the Transition Committee upon two (2) Business Days’ prior written notice with email being sufficient (unless such notice is waived by each member of the Transition Committee); provided, that, with respect to any Dispute, no meetings of the Transition Committee shall be held after the Resolution End Date for such Dispute unless otherwise agreed to in writing by each of Liberty Broadband and SpinCo. Meetings of the Transition Committee shall be held in-person, by video conference or by teleconference, and shall be held during normal business hours based on the Mountain time zone (unless otherwise agreed by each member of the Transition Committee); provided, that if held in-person, each member shall have the right to participate in such meeting by either video conference or teleconference. Without limiting the obligations in Section 4.1, Liberty Broadband shall have no Liability for any cost or expense incurred by any member of the Transition Committee designated by SpinCo in connection with such member’s service on the Transition Committee and SpinCo shall have no Liability for any cost or expense incurred by any member of the Transition Committee designated by Liberty Broadband in connection with such member’s service on the Transition Committee. The Transition Committee shall have no authority except as expressly provided herein or as mutually agreed in writing by Liberty Broadband and SpinCo.

(c)            If any party hereto desires to bring a Dispute against the other party hereto, a member of the Transition Committee designated by such party shall call a meeting of the Transition Committee in accordance herewith. Such member of the Transition Committee shall describe for the other members of the Transition Committee in reasonable detail the Dispute and the facts and circumstances relating thereto. For any such Dispute, the Transition Committee shall have thirty (30) days (or such longer period as each member of the Transition Committee may agree in writing) from the date of such initial meeting of the Transition Committee (the end of such period, the “Resolution End Date”) to resolve such Dispute. Any resolution of a Dispute by the Transition Committee shall require the unanimous approval of the Transition Committee, such resolution shall be memorialized and consented to in writing by the members of the Transition Committee and upon such written consent, such resolution shall be final and binding on the parties hereto.

(d)            If a Dispute is not resolved by the Transition Committee by the Resolution End Date, each of the parties hereto shall cause one or more of their respective executive officers (which, in the case of Liberty Broadband, may, following the Merger Closing, include an executive officer of Parent) to engage in good faith negotiations with the other party’s designated executive officers to resolve such Dispute. If, following the date that is fifteen (15) days after the Resolution End Date, such Dispute remains unresolved, either party shall have the right to submit such Dispute to non-binding mediation (the “Non-Binding Mediation”). Each of Liberty Broadband and SpinCo shall mutually agree in writing (with each acting reasonably) on the number of mediators, the identity of the mediators (it being understood that any mediator must be independent of Liberty Broadband and SpinCo and must be an expert in the subject matter of the Dispute) and the rules and procedures of the Non-Binding Mediation. Any resolution of such Dispute agreed to by Liberty Broadband and SpinCo in the Non-Binding Mediation shall be memorialized in writing by each of Liberty Broadband and SpinCo and shall provide for the amount, if any, of the fees, costs and expenses of the Non-Binding Mediation that will be borne by each of the parties hereto. The Non-Binding Mediation shall take place in Denver, Colorado, or such other location as mutually agreed in writing by Liberty Broadband and SpinCo. Subject to Section 7.6(e), if the Non-Binding Mediation does not result in a resolution of the Dispute, the fees, costs and expenses shall be borne equally by each of Liberty Broadband and SpinCo.

(e)            If, following the earlier of (i) the termination or conclusion of the Non-Binding Mediation and (ii) forty-five (45) days (or such longer period as Liberty Broadband and SpinCo may agree in writing) following the Resolution End Date, the Dispute has not been resolved, either party may commence arbitration to resolve such Dispute (the “Arbitration”) by delivering to the other party a notice of arbitration (a “Notice of Arbitration”) and by filing a copy of such Notice of Arbitration with the Denver, Colorado (or, after the Merger Closing, New York, New York) office of American Arbitration Association (“AAA”). Such Notice of Arbitration shall specify the nature of such Dispute, the claims involved in such Dispute and the amount and nature of damages, if any, sought to be recovered in connection with such Dispute, and any other matters required by the rules and procedures of AAA as then in effect to be included therein, if any. The Arbitration shall be before a single arbitrator (except as provided below) and shall be governed by the AAA rules then in effect (except as otherwise agreed to in writing by the parties hereto). Within ten (10) days after receipt of the Notice of Arbitration, Liberty Broadband and SpinCo shall use their reasonable best efforts to agree on an independent arbitrator expert in the subject matters of the Dispute. If the parties hereto cannot agree on the identity of the arbitrator, within five (5) days following the expiration of such ten (10)-day period, each of the parties hereto shall appoint one independent arbitrator. Within five (5) days after the appointment of both party-appointed arbitrators, such two arbitrators shall appoint the third arbitrator, who shall preside over the panel. The arbitrator(s) shall be impartial, independent and shall be knowledgeable about and experienced with the Laws of the State of Delaware and have reasonable legal experience in the subject matter of the Dispute. The Arbitration shall take place in Denver, Colorado (or, after the Merger Closing, New York, New York) (except that the arbitrator(s) may conduct proceedings in other locations if necessary for the taking of evidence) and the official language of the Arbitration shall be English. The arbitrator(s) shall resolve the matter according to the procedures set forth in this Section 7.6 and shall apply to the Dispute the substantive Law in accordance with Section 7.6(a). The arbitrator(s) shall allow reasonable requests for the production of documents relevant to the dispute and permit the taking of depositions limited to not more than seven (7) persons on each side and for not more than seventy (70) hours in total for each side. All discovery disputes shall be resolved by the arbitrator(s). The arbitrator(s) shall issue a reasoned decision in connection with any final resolution. The arbitrator(s) shall have the authority to grant any equitable and legal remedies, including monetary damages, that would be available in any judicial proceeding instituted in the state and federal courts in Delaware to resolve such Dispute. Any controversy relating to the Arbitration presented to a Chosen Court will be filed under seal to the extent permitted by applicable Law. An arbitration award rendered pursuant to this Section 7.6(e) will be final and binding on the parties and may be submitted to a Chosen Court for entry of a judgment thereon, absent fraud or manifest error. The arbitrator(s) shall, in its award, allocate all of the fees, costs and expenses of the Arbitration, including the fees of the arbitrator(s), the fees of the mediator(s) in the Non-Binding Mediation and the reasonable attorneys’ fees of the prevailing party, against the party who did not prevail, or in such other manner as the arbitrator(s) shall determine.

(f)            Except as may be necessary to enter judgment upon the award or to the extent required by applicable Law, all Disputes (including the existence of a controversy, the fact that the parties have attempted to resolve such Dispute pursuant to this Section 7.6, including through the Non-Binding Mediation or the Arbitration, any defenses relating to the Dispute and any other facts and circumstances relating to the Dispute) will be treated in a confidential manner by the mediator(s), the arbitrator(s) and all those involved in such proceedings, including Liberty Broadband and SpinCo. The parties intend that this Section 7.6 will be valid, binding, enforceable and irrevocable and will survive any termination of this Agreement.

(g)            Notwithstanding anything to the contrary set forth in this Section 7.6, each party hereto shall have the right, with respect to any Dispute and without having to first comply with any of the obligations set forth in Sections 7.6(b) through and inclusive of Section 7.6(f), to seek and obtain temporary or preliminary injunctive relief or specific performance exclusively in the Court of Chancery of the State of Delaware, or, solely if that court does not have subject matter jurisdiction, the Superior Court of the State of Delaware, or, solely if the subject matter of the Action is one over which exclusive jurisdiction is vested in the courts of the United States of America, a federal court sitting in the State of Delaware and, in each case, any appellate courts therefrom (as applicable, a “Chosen Court”). Such Chosen Courts shall have authority to, among other things, grant temporary or provisional injunctive relief (with such relief effective until the resolution of the Dispute) in order to protect any party’s rights under this Agreement or otherwise.

(h)            If there has not occurred a Merger Agreement Termination, (i) any decision by Liberty Broadband with respect to the Transition Committee or any Dispute shall be subject to the prior written consent of Parent (acting reasonably), (ii) if requested by Parent (acting reasonably), Liberty Broadband shall use its commercially reasonable efforts to exercise its rights to pursue a Dispute if Parent has agreed in writing to bear the reasonable costs and expenses of Liberty Broadband incurred relating to such Dispute, and (iii) Liberty Broadband shall keep Parent informed with respect to any Dispute on a reasonably current basis and provide Parent the opportunity to jointly control (at the sole cost and expense of Parent) the negotiations and resolution of any such Dispute with Liberty Broadband (each acting reasonably).

7.7            Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7.

7.8            Release.

(a)            As of the Closing Date, Liberty Broadband, on its own behalf and on behalf of its successors and assigns (each a “Liberty Releasing Person”), hereby releases and forever discharges each member of the SpinCo Group and their respective current, former and future officers, directors, managers, employees, stockholders, members, partners, representatives, advisors and agents (including each member of the SpinCo Group, each a “SpinCo Released Person”) from any and all Liabilities whatsoever, of every name and nature, both at law and in equity, known or unknown, suspected or unsuspected, accrued or unaccrued, which have been or could have been asserted against any SpinCo Released Person, which any Liberty Releasing Person has or ever had, which arise out of or in any way relate to events, facts, circumstances or actions occurring, existing or taken prior to the Closing or with respect to the Liberty Retained Assets, Liberty Retained Businesses or Liberty Retained Liabilities to the extent arising out of or in any way relate to events, facts, circumstances or actions occurring, existing or taken prior to the Closing (the “Liberty Released Claims”); provided, that, the parties hereto acknowledge and agree that this Section 7.8(a) does not apply to, and shall not constitute a release of, any rights or obligations arising under this Agreement, the Tax Sharing Agreement, the Tax Receivables Agreement, the Restructuring Agreements, the LMC Agreements or any other Contract between or among any of the parties (or their Affiliates) hereto that is in effect following the Closing Date. Each Liberty Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting or commencing any Action against any SpinCo Released Person based upon any matter purported to be released hereby. Liberty Broadband, on behalf of itself and the other Liberty Releasing Persons, further hereby waives the application of any provision of applicable Law, including California Civil Code Section 1542, that purports to limit the scope of a general release (Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”). Liberty Broadband, on behalf of itself and the other Liberty Releasing Persons, hereby acknowledges and agrees that if, after the Closing, it or any of its other Liberty Releasing Persons should make any claim or demand or commence or threaten to commence any Action against any SpinCo Released Person with respect to any Liberty Released Claim, this Section 7.8(a) may be raised as a complete bar to any such Action, and the applicable SpinCo Released Person may recover from Liberty Broadband or the other Liberty Releasing Persons all costs incurred in connection with such Action, including attorneys’ fees.

(b)            As of the Closing Date, SpinCo, on its own behalf and on behalf of its successors and assigns (each a “SpinCo Releasing Person”), hereby releases and forever discharges each member of the Liberty Broadband Group and their respective current, former and future officers, directors, managers, employees, stockholders, members, partners, representatives, advisors and agents (including each member of the Liberty Broadband Group, each a “Liberty Released Person”) from any and all Liabilities whatsoever, of every name and nature, both at law and in equity, known or unknown, suspected or unsuspected, accrued or unaccrued, which have been or could have been asserted against any Liberty Released Person, which any SpinCo Releasing Person has or ever had, which arise out of or in any way relate to events, facts, circumstances or actions occurring, existing or taken prior to the Closing or with respect to the SpinCo Assets, SpinCo Businesses or SpinCo Liabilities to the extent arising out of or in any way relate to events, facts, circumstances or actions occurring, existing or taken prior to the Closing (the “SpinCo Released Claims”); provided, that, the parties hereto acknowledge and agree that this Section 7.8(b) does not apply to, and shall not constitute a release of, any rights or obligations arising under this Agreement, the Tax Sharing Agreement, the Tax Receivables Agreement, the Restructuring Agreements, the LMC Agreements or any other Contract between or among any of the parties (or their Affiliates) hereto that is in effect following the Closing Date. Each SpinCo Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting or commencing any Action against any Liberty Released Person based upon any matter purported to be released hereby. SpinCo, on behalf of itself and the other SpinCo Releasing Persons, further hereby waives the application of any provision of applicable Law, including California Civil Code Section 1542, that purports to limit the scope of a general release (Section 1542 of the California Civil Code provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”). SpinCo, on behalf of itself and the other SpinCo Releasing Persons, hereby acknowledges and agrees that if, after the Closing, it or any of its other SpinCo Releasing Persons should make any claim or demand or commence or threaten to commence any Action against any Liberty Released Person with respect to any SpinCo Released Claim, this Section 7.8(b) may be raised as a complete bar to any such Action, and the applicable Liberty Released Person may recover from SpinCo or the other SpinCo Releasing Persons all costs incurred in connection with such Action, including attorneys’ fees.

7.9            Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Upon a determination that any provision of this Agreement is prohibited or unenforceable in any jurisdiction, the parties 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 in order that the provisions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

7.10           Amendments; Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective; provided that, for the avoidance of doubt, if there has not occurred a Merger Agreement Termination, any amendment or waiver (except with respect to the waiver of the conditions set forth in Section 2.2(a)(v) and Section 2.2(a)(vii)) of this Agreement shall require the prior written consent of Parent (acting reasonably). No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as otherwise provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law. Any consent provided under this Agreement must be in writing, signed by the party against whom enforcement of such consent is sought.

7.11           No Strict Construction; Interpretation.

(a)            Liberty Broadband and SpinCo each acknowledge that this Agreement has been prepared jointly by the parties hereto and shall not be strictly construed against any party hereto.

(b)            When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article of, a Section of, or an Exhibit 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 terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. 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. References to a Person are also to its permitted successors and assigns and references to a party means a party to this Agreement.

7.12            Tax Sharing Agreement and Tax Receivables Agreement Govern Tax Matters. All matters relating to Taxes, Tax Items, Tax Benefits, and Tax Returns of the parties and their respective Subsidiaries shall be governed exclusively by the Tax Sharing Agreement and the Tax Receivables Agreement (and, as and when effective, the Parent TSA Joinder and the Parent TRA Joinder), and, for the avoidance of doubt, in the event of any conflict between this Agreement, on the one hand, and the Tax Sharing Agreement or the Tax Receivables Agreement (or, as and when effective, the Parent TSA Joinder or the Parent TRA Joinder), on the other hand, with respect to such matters, the terms and conditions of the Tax Sharing Agreement or the Tax Receivables Agreement (or, as and when effective, the Parent TSA Joinder or the Parent TRA Joinder), as applicable, shall govern.

7.13            Counterparts. This Agreement may be executed in two or more identical counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement. The Agreement may be delivered by electronic mail transmission of a signed copy thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Signature Page to Separation and Distribution Agreement

EXHIBIT A-1

Form of SpinCo A&R Charter

See attached.

EXHIBIT A-2

Form of SpinCo A&R Bylaws

See attached.

EXHIBIT B

Restructuring Plan

Step 1.           Liberty Broadband formed SpinCo under Nevada law as a direct wholly-owned subsidiary on December 30, 2024.

Step 2.          SpinCo filed the SpinCo Charter Amendment with the Secretary of State of the State of Nevada on March 14, 2025, pursuant to which SpinCo authorized “blank-check” preferred stock.

Step 3.          Liberty Broadband entered into that certain Series A Preferred Stock Purchase Agreement, dated as of May 5, 2025, with the Preferred Buyers and SpinCo, pursuant to which Liberty Broadband agreed to sell, and Preferred Buyers agreed to purchase, all of the shares of SpinCo Non-Voting Preferred Stock to be issued by SpinCo in Step 7.

Step 4.          Prior to the Contribution, SpinCo shall file the SpinCo Certificate of Designations with the Secretary of State of the State of Nevada, which shall create and authorize for issuance the SpinCo Non-Voting Preferred Stock.

Step 5.          Grizzly Merger Sub 1, LLC will distribute 100% of the GCI Interests to Liberty Broadband.

Step 6.          All intercompany payables and receivables existing between Liberty Broadband, on the one hand, and any of GCI and its Subsidiaries (the “Contributed Subsidiaries”), on the other hand, will be netted, and Liberty Broadband will cause (i) the full amount of any resulting net intercompany receivable due to Liberty Broadband from any Contributed Subsidiary to be contributed to the capital of the applicable Contributed Subsidiary, and (ii) the full amount of any net intercompany payable due to any Contributed Subsidiary from Liberty Broadband to be distributed by the applicable Contributed Subsidiary to Liberty Broadband, after which it will be immediately extinguished.

Step 7.          Liberty Broadband will effect the Contribution by contributing the SpinCo Assets and SpinCo Businesses, including 100% of the GCI Interests, to SpinCo in exchange for (1) 10,000 shares of SpinCo Non-Voting Preferred Stock, (2) the constructive issuance of shares of Existing SpinCo Common Stock and (3) the assumption by SpinCo of the SpinCo Liabilities.

Step 8.          Immediately following the Contribution, Liberty Broadband will sell all of the shares of SpinCo Non-Voting Preferred Stock to the Preferred Buyers pursuant to the agreement entered into in Step 3.

Step 9.          SpinCo will file the SpinCo Charter with the Secretary of State of the State of Nevada, pursuant to which the Existing SpinCo Common Stock will be recapitalized into a sufficient number of shares of SpinCo Series A GCI Common Stock, SpinCo Series B GCI Common Stock, and SpinCo Series C GCI Common Stock to effect the Distribution. The SpinCo Charter shall keep in effect the SpinCo Certificate of Designations.

EXHIBIT C-1

Form of Distribution Agreement

See attached.

EXHIBIT C-2

Form of Agreement Regarding Intercompany Balances

See attached.

EXHIBIT C-3

Form of Contribution and Assumption Agreement

See attached.

EXHIBIT D

Form of SpinCo 2025 Transitional Stock Adjustment Plan

See attached.

EXHIBIT E

Form of Aircraft Time Sharing Agreement

See attached.

EXHIBIT F

Form of Facilities Sharing Agreement

See attached.

EXHIBIT G

Form of Services Agreement

See attached.

EXHIBIT H

Form of Tax Receivables Agreement

See attached.

EXHIBIT I

Form of Tax Sharing Agreement

See attached.

Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

GCI LIBERTY, INC.

ARTICLE I

NAME

The name of the corporation is GCI Liberty, Inc. (the “Corporation”).

ARTICLE II

REGISTERED OFFICE

The name and address of the Corporation’s registered agent shall be such name and address as set forth in the records of the Secretary of State of the State of Nevada from time to time. The Corporation may change its registered agent from time to time in the manner prescribed by applicable Nevada law.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under Chapter 78 of the Nevada Revised Statutes (as the same may be amended from time to time, the “NRS”).

ARTICLE IV

AUTHORIZED STOCK

The total number of shares of capital stock which the Corporation will have authority to issue is six hundred seven million five hundred thousand (607,500,000) shares, which will be divided into the following classes:

(a)            Five hundred fifty-seven million five hundred thousand (557,500,000) shares will be of a class designated Common Stock, par value $0.01 per share (“Common Stock”), such class to be divided into series as provided in Section A of this Article IV; and

(b)            Fifty million (50,000,000) shares will be of a class designated Preferred Stock, par value $0.01 per share (“Preferred Stock”), such class to be issuable in series as provided in Section B of this Article IV.

Upon these Restated Articles becoming effective pursuant to the NRS (the “Effective Time”), the shares of Common Stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall automatically be reclassified as (i) X (as defined below) number of shares of Series A GCI Group Common Stock, par value $0.01 per share (“Series A GCI Group Common Stock”), (ii) Y (as defined below) number of shares of Series B GCI Group Common Stock, par value $0.01 per share (“Series B GCI Group Common Stock”), and (iii) Z (as defined below) number of shares of Series C GCI Group Common Stock, par value $0.01 per share (“Series C GCI Group Common Stock” and together with the Series A GCI Group Common Stock and Series B GCI Group Common Stock, the “GCI Group Common Stock”), in each case without any action by the holder thereof. As used in this paragraph, “X” means the product of the number of shares of Liberty Broadband Corporation’s Series A Common Stock, par value $0.01 per share, outstanding as of 5:00 p.m., New York City time, on June 30, 2025, multiplied by the Distribution Ratio, rounded up to the nearest whole share, “Y” means the product of the number of shares of Liberty Broadband Corporation’s Series B Common Stock, par value $0.01 per share, outstanding as of 5:00 p.m., New York City time, on June 30, 2025, multiplied by the Distribution Ratio, rounded up to the nearest whole share, and “Z” means the product of the number of shares of Liberty Broadband Corporation’s Series C Common Stock, par value $0.01 per share, outstanding as of 5:00 p.m., New York City time, on June 30, 2025, multiplied by the Distribution Ratio, rounded up to the nearest whole share.

The description of the Common Stock and the Preferred Stock, and the powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, or the method of fixing and establishing the same, are as hereinafter set forth in this Article IV.

SECTION A

COMMON STOCK

1.             General.

One hundred million (100,000,000) shares of Common Stock will be of a series designated Series A GCI Group Common Stock, three million seven hundred fifty thousand (3,750,000) shares of Common Stock will be of a series designated Series B GCI Group Common Stock, and one hundred million (100,000,000) shares of Common Stock will be of a series designated Series C GCI Group Common Stock. One hundred million (100,000,000) shares of Common Stock will be of a series designated Series A Ventures Group Common Stock, par value $0.01 per share (“Series A Ventures Group Common Stock”), three million seven hundred fifty thousand (3,750,000) shares of Common Stock will be of a series designated Series B Ventures Group Common Stock, par value $0.01 per share (“Series B Ventures Group Common Stock”), and two hundred fifty million (250,000,000) shares of Common Stock will be of a series designated Series C Ventures Group Common Stock, par value $0.01 per share (“Series C Ventures Group Common Stock” and together with the Series A Ventures Group Common Stock and Series B Ventures Group Common Stock, the “Ventures Group Common Stock”).

2.            GCI Group Common Stock and Ventures Group Common Stock.

Each share of Series A GCI Group Common Stock, Series B GCI Group Common Stock and Series C GCI Group Common Stock will, except as otherwise provided in this Section A.2., be identical in all respects and will have equal rights, powers and privileges.

Each share of Series A Ventures Group Common Stock, Series B Ventures Group Common Stock and Series C Ventures Group Common Stock will, except as otherwise provided in this Section A.2., be identical in all respects and will have equal rights, powers and privileges.

(a)            Voting Powers.

(i)            Series A GCI Group Common Stock, Series B GCI Group Common Stock, Series A Ventures Group Common Stock and Series B Ventures Group Common Stock. Holders of Series A GCI Group Common Stock will be entitled to one (1) vote for each share of such stock held of record, holders of Series B GCI Group Common Stock will be entitled to ten (10) votes for each share of such stock held of record, holders of Series A Ventures Group Common Stock will be entitled to one (1) vote for each share of such stock held of record and holders of Series B Ventures Group Common Stock will be entitled to ten (10) votes for each share of such stock held of record, upon all matters that may be submitted to a vote of stockholders of the Corporation (regardless of whether such holders are voting together with the holders of all Voting Securities, or as a separate class with the holders of one or more series of Common Stock or Preferred Stock, or as a separate series of Common Stock or Preferred Stock, or otherwise).

(ii)           Series C GCI Group Common Stock and Series C Ventures Group Common Stock. Holders of Series C GCI Group Common Stock and holders of Series C Ventures Group Common Stock will not be entitled to any voting powers, except as (and then only to the extent) required by the laws of the State of Nevada. If a vote of the holders of Series C GCI Group Common Stock or Series C Ventures Group Common Stock should at any time be required by the laws of the State of Nevada on any matter, the holders of Series C GCI Group Common Stock or Series C Ventures Group Common Stock, as applicable, will be entitled to 1/100th of a vote on such matter for each such share held of record.

(iii)          Voting Generally. Except (A) as may otherwise be provided in these Restated Articles, (B) as may otherwise be required by the laws of the State of Nevada or (C) as may otherwise be provided in any Preferred Stock Designation, the holders of shares of Series A GCI Group Common Stock, the holders of shares of Series B GCI Group Common Stock, the holders of shares of Series A Ventures Group Common Stock, the holders of shares of Series B Ventures Group Common Stock and the holders of shares of each series of Preferred Stock that is designated as a Voting Security and is entitled to vote thereon in accordance with the terms of the applicable Preferred Stock Designation, will vote as one class with respect to the election of directors and with respect to all other matters to be voted on by stockholders of the Corporation (including, without limitation, any proposed amendment to these Restated Articles required to be voted on by the stockholders of the Corporation that (I) would increase (x) the number of authorized shares of Common Stock or any series thereof, (y) the number of authorized shares of Preferred Stock or any series thereof or (z) the number of authorized shares of any other class or series of capital stock of the Corporation hereafter established, or (II) decrease (x) the number of authorized shares of Common Stock or any series thereof, (y) the number of authorized shares of Preferred Stock or any series thereof or (z) the number of authorized shares of any other class or series of capital stock of the Corporation hereafter established (but, in each case, not below the number of shares of such class or series of capital stock, as the case may be, then outstanding)), and no separate class or series vote of the holders of shares of any class or series of capital stock of the Corporation will be required for the approval of any such matter. In the event the holders of the Series C GCI Group Common Stock and/or the holders of the Series C Ventures Group Common Stock are entitled to vote on any matter that may be submitted to a vote of stockholders of the Corporation, such holders will vote as one class with all other stockholders of the Corporation entitled to vote on such matter, unless otherwise required by these Restated Articles, the laws of the State of Nevada or any Preferred Stock Designation. For the avoidance of doubt, except as may otherwise be required by the laws of the State of Nevada the holders of outstanding shares of capital stock of the Corporation holding the requisite amount of voting power may validly approve a proposal that has been submitted by the Board of Directors to the stockholders for approval to amend these Restated Articles in any manner that affects one or more classes or series of capital stock of the Corporation that has been authorized pursuant to these Restated Articles even if no shares of such class or series of authorized capital stock is outstanding as of the date of such approval by the holders of the outstanding shares of capital stock.

(iv)          Special Voting Rights in Connection with Dispositions.

(A)            If the Board of Directors, at its election, determines to seek the approval of the holders of GCI Group Voting Securities entitled to vote thereon to classify a proposed GCI Group Disposition as an Exempt GCI Group Disposition, then such proposed GCI Group Disposition will constitute an Exempt GCI Group Disposition if approved by the holders of record, as of the record date for the meeting at which such vote is taken, of GCI Group Voting Securities representing a majority of the aggregate voting power of GCI Group Voting Securities that are present in person or by proxy at such meeting, voting together as a separate class.

(B)            If the Board of Directors, at its election, determines to seek the approval of the holders of Ventures Group Voting Securities entitled to vote thereon to classify a proposed Ventures Group Disposition as an Exempt Ventures Group Disposition, then such proposed Ventures Group Disposition will constitute an Exempt Ventures Group Disposition if approved by the holders of record, as of the record date for the meeting at which such vote is taken, of Ventures Group Voting Securities representing a majority of the aggregate voting power of Ventures Group Voting Securities that are present in person or by proxy at such meeting, voting together as a separate class.

(C)            Any vote taken pursuant to clause (A) or (B) of this paragraph (a)(iv) will be in addition to, and not in lieu of, any vote of the stockholders of the Corporation required pursuant to Article IX of these Restated Articles or the NRS to be taken with respect to the applicable Disposition.

(v)            Special Voting Rights in Connection with Certain Redemptions.

(A)            If the Corporation proposes to redeem outstanding shares of GCI Group Common Stock for securities of a Subsidiary pursuant to paragraph (e)(i) of this Section A.2, such redemption will be subject to, and will not be undertaken unless, the Corporation has received the approval of the holders of record, as of the record date for the meeting at which such vote is taken, of GCI Group Voting Securities representing a majority of the aggregate voting power of GCI Group Voting Securities that are present in person or by proxy at such meeting, voting together as a separate class (a “GCI Group Redemption Stockholder Approval”).

(B)            If the Corporation proposes to redeem outstanding shares of Ventures Group Common Stock for securities of a Subsidiary pursuant to paragraph (f)(i) of this Section A.2, such redemption will be subject to, and will not be undertaken unless, the Corporation has received the approval of the holders of record, as of the record date for the meeting at which such vote is taken, of Ventures Group Voting Securities representing a majority of the aggregate voting power of Ventures Group Voting Securities that are present in person or by proxy at such meeting, voting together as a separate class (a “Ventures Group Redemption Stockholder Approval”).

(C)            Any vote taken pursuant to clause (A) or (B) of this paragraph (a)(v) will be in addition to, and not in lieu of, any vote of the stockholders of the Corporation required by the NRS to be taken with respect to the applicable redemption.

(b)            Conversion Rights.

(i)       (A)       Conversion of Series B GCI Group Common Stock into Series A GCI Group Common Stock; Other. Each share of Series B GCI Group Common Stock will be convertible at any time, at the option of the holder thereof, into one fully paid and non-assessable share of Series A GCI Group Common Stock. Any such conversion may be effected by any holder of Series B GCI Group Common Stock by surrendering such holder’s certificate or certificates (if any) representing the Series B GCI Group Common Stock to be converted, duly endorsed, at the principal office of the Corporation or any transfer agent for the Series B GCI Group Common Stock, or by delivering to the Corporation or its transfer agent an appropriate instrument or instruction if the shares of Series B GCI Group Common Stock to be converted are uncertificated, in either case, together with a written notice to the Corporation at such office that such holder elects to convert all or a specified whole number of shares of Series B GCI Group Common Stock and stating the name or names in which such holder desires the shares of Series A GCI Group Common Stock to be issued and, if the shares of Series B GCI Group Common Stock to be converted are certificated and less than all of the shares of Series B GCI Group Common Stock represented by one certificate are to be converted, the name or names in which such holder desires the certificate or certificates representing the unconverted shares of Series B GCI Group Common Stock to be issued. Any certificate representing shares surrendered for conversion, or any appropriate instrument or instruction delivered in the case of uncertificated shares, in accordance with this paragraph will, if so required by the Corporation or its transfer agent, be accompanied by instruments of transfer, in form satisfactory to the Corporation or its transfer agent, duly executed by the holder of such shares or the duly authorized representative of such holder, and will, if required by the next succeeding paragraph, be accompanied by payment, or evidence of payment, of applicable issue or transfer taxes. Promptly thereafter, the Corporation will, (I) if the applicable shares of Series A GCI Group Common Stock are certificated, issue and deliver to such holder or such holder’s nominee or nominees, a certificate or certificates representing the number of shares of Series A GCI Group Common Stock to which such holder will be entitled as herein provided and if less than all of the shares of Series B GCI Group Common Stock represented by any one certificate are to be converted, the Corporation will issue and deliver to such holder or such holder’s nominee or nominees a new certificate representing the shares of Series B GCI Group Common Stock not converted, or (II) if the applicable shares of Series A GCI Group Common Stock are uncertificated, issue and deliver to such holder or such holder’s nominee or nominees, a notice of issuance of uncertificated shares or other evidence of shares held in book-entry form. Such conversion will be deemed to have been made at the close of business on the date of receipt by the Corporation or any such transfer agent of the certificate or certificates (if any), an appropriate instrument or instruction (if applicable), notice and, if required, instruments of transfer and payment or evidence of payment of taxes referred to above, and the Person or Persons entitled to receive the Series A GCI Group Common Stock issuable on such conversion will be treated for all purposes as the record holder or holders of such Series A GCI Group Common Stock on that date. A number of shares of Series A GCI Group Common Stock equal to the number of shares of Series B GCI Group Common Stock outstanding from time to time will be set aside and reserved for issuance upon conversion of shares of Series B GCI Group Common Stock as provided herein. Shares of Series A GCI Group Common Stock and shares of Series C GCI Group Common Stock will not be convertible at the option of the holder into shares of any other series of GCI Group Common Stock.

The Corporation will pay any and all documentary, stamp or similar issue or transfer taxes that may be payable in respect of the issuance or delivery of shares of Series A GCI Group Common Stock upon conversion of shares of Series B GCI Group Common Stock pursuant to this paragraph (b)(i)(A). The Corporation will not, however, be required to pay any tax that may be payable in respect of any issuance or delivery of shares of Series A GCI Group Common Stock in a name other than that in which the shares of Series B GCI Group Common Stock so converted were registered and no such issuance or delivery will be made unless and until the Person requesting the same has paid to the Corporation or its transfer agent the amount of any such tax or has established to the satisfaction of the Corporation or its transfer agent that such tax has been paid.

GCI Group Common Stock will be convertible at the option of the Corporation, in whole or in part, in accordance with the other provisions of this Section A.2.

(B)            Conversion of Series B Ventures Group Common Stock into Series A Ventures Group Common Stock; Other. Each share of Series B Ventures Group Common Stock will be convertible at any time, at the option of the holder thereof, into one fully paid and non-assessable share of Series A Ventures Group Common Stock. Any such conversion may be effected by any holder of Series B Ventures Group Common Stock by surrendering such holder’s certificate or certificates (if any) representing the Series B Ventures Group Common Stock to be converted, duly endorsed, at the principal office of the Corporation or any transfer agent for the Series B Ventures Group Common Stock, or by delivering to the Corporation or its transfer agent an appropriate instrument or instruction if the shares of Series B Ventures Group Common Stock to be converted are uncertificated, in either case, together with a written notice to the Corporation at such office that such holder elects to convert all or a specified whole number of shares of Series B Ventures Group Common Stock and stating the name or names in which such holder desires the shares of Series A Ventures Group Common Stock to be issued and, if the shares of Series B Ventures Group Common Stock to be converted are certificated and less than all of the shares of Series B Ventures Group Common Stock represented by one certificate are to be converted, the name or names in which such holder desires the certificate or certificates representing the unconverted shares of Series B Ventures Group Common Stock to be issued. Any certificate representing shares surrendered for conversion, or any appropriate instrument or instruction delivered in the case of uncertificated shares, in accordance with this paragraph will, if so required by the Corporation or its transfer agent, be accompanied by instruments of transfer, in form satisfactory to the Corporation or its transfer agent, duly executed by the holder of such shares or the duly authorized representative of such holder, and will, if required by the next succeeding paragraph, be accompanied by payment, or evidence of payment, of applicable issue or transfer taxes. Promptly thereafter, the Corporation will, (I) if the applicable shares of Series A Ventures Group Common Stock are certificated, issue and deliver to such holder or such holder’s nominee or nominees, a certificate or certificates representing the number of shares of Series A Ventures Group Common Stock to which such holder will be entitled as herein provided and if less than all of the shares of Series B Ventures Group Common Stock represented by any one certificate are to be converted, the Corporation will issue and deliver to such holder or such holder’s nominee or nominees a new certificate representing the shares of Series B Ventures Group Common Stock not converted, or (II) if the applicable shares of Series A Ventures Group Common Stock are uncertificated, issue and deliver to such holder or such holder’s nominee or nominees, a notice of issuance of uncertificated shares or other evidence of shares held in book-entry form. Such conversion will be deemed to have been made at the close of business on the date of receipt by the Corporation or any such transfer agent of the certificate or certificates (if any), an appropriate instrument or instruction (if applicable), notice and, if required, instruments of transfer and payment or evidence of payment of taxes referred to above, and the Person or Persons entitled to receive the Series A Ventures Group Common Stock issuable on such conversion will be treated for all purposes as the record holder or holders of such Series A Ventures Group Common Stock on that date. A number of shares of Series A Ventures Group Common Stock equal to the number of shares of Series B Ventures Group Common Stock outstanding from time to time will be set aside and reserved for issuance upon conversion of shares of Series B Ventures Group Common Stock as provided herein. Shares of Series A Ventures Group Common Stock and shares of Series C Ventures Group Common Stock will not be convertible at the option of the holder into shares of any other series of Common Stock.

The Corporation will pay any and all documentary, stamp or similar issue or transfer taxes that may be payable in respect of the issuance or delivery of shares of Series A Ventures Group Common Stock upon conversion of shares of Series B Ventures Group Common Stock pursuant to this paragraph (b)(i)(B). The Corporation will not, however, be required to pay any tax that may be payable in respect of any issuance or delivery of shares of Series A Ventures Group Common Stock in a name other than that in which the shares of Series B Ventures Group Common Stock so converted were registered and no such issuance or delivery will be made unless and until the Person requesting the same has paid to the Corporation or its transfer agent the amount of any such tax or has established to the satisfaction of the Corporation or its transfer agent that such tax has been paid.

Ventures Group Common Stock will be convertible at the option of the Corporation, in whole or in part, in accordance with the other provisions of this Section A.2.

(ii)           Conversion of GCI Group Common Stock into Ventures Group Common Stock at the Option of the Corporation.

(A)            At the option of the Corporation, exercisable at any time by resolution of its Board of Directors: (I) each share of Series A GCI Group Common Stock, will be converted into a number (or fraction) of fully paid and non-assessable shares of Series A Ventures Group Common Stock equal to the GCI/Ventures Group Optional Conversion Ratio, (II) each share of Series B GCI Group Common Stock will be converted into a number (or fraction) of fully paid and non-assessable shares of Series B Ventures Group Common Stock equal to the GCI/Ventures Group Optional Conversion Ratio, and (III) each share of Series C GCI Group Common Stock will be converted into a number (or fraction) of fully paid and non-assessable shares of Series C Ventures Group Common Stock equal to the GCI/Ventures Group Optional Conversion Ratio.

(B)            For purposes of this paragraph (b)(ii), the “GCI/Ventures Group Optional Conversion Ratio” means the amount (calculated to the nearest five decimal places) obtained by dividing (I) the Average Market Value of the GCI Group Reference Share over the 20-Trading Day period ending on the Trading Day preceding the Determination Date, by (II) the Average Market Value of the Ventures Group Reference Share over the 20-Trading Day period ending on the Trading Day preceding the Determination Date.

(C)            If the Corporation determines to convert shares of GCI Group Common Stock into Ventures Group Common Stock pursuant to this paragraph (b)(ii), such conversion will occur on a GCI Group Conversion Date on or prior to the 45th day following the Determination Date and will otherwise be effected in accordance with the provisions of paragraph (e)(iv) of this Section A.2. If the Corporation determines not to undertake such conversion following the determination of the GCI/Ventures Group Optional Conversion Ratio, the Corporation may at any time thereafter establish a new Determination Date, in which event the GCI/Ventures Group Optional Conversion Ratio will be recalculated as of such new Determination Date and, if the Corporation determines to convert shares of GCI Group Common Stock into shares of Ventures Group Common Stock, a new GCI Group Conversion Date will be established, in each case, in accordance with this paragraph (b)(ii).

(D)            The Corporation will not convert shares of a series of GCI Group Common Stock into shares of Ventures Group Common Stock pursuant to this paragraph (b)(ii), without converting all outstanding shares of each series of GCI Group Common Stock into shares of Ventures Group Common Stock, in each case, in accordance with this paragraph (b)(ii).

(iii)          Conversion of Ventures Group Common Stock into GCI Group Common Stock at the Option of the Corporation.

(A)            At the option of the Corporation, exercisable at any time by resolution of its Board of Directors: (I) each share of Series A Ventures Group Common Stock will be converted into a number (or fraction) of fully paid and non-assessable shares of Series A GCI Group Common Stock equal to the Ventures/GCI Group Optional Conversion Ratio, (II) each share of Series B Ventures Group Common Stock will be converted into a number (or fraction) of fully paid and non-assessable shares of Series B GCI Group Common Stock equal to the Ventures/GCI Group Optional Conversion Ratio, and (III) each share of Series C Ventures Group Common Stock will be converted into a number (or fraction) of fully paid and non-assessable shares of Series C GCI Group Common Stock equal to the Ventures/GCI Group Optional Conversion Ratio.

(B)            For purposes of this paragraph (b)(iii), the “Ventures/GCI Group Optional Conversion Ratio” means the amount (calculated to the nearest five decimal places) obtained by dividing (I) the Average Market Value of the Ventures Group Reference Share over the 20-Trading Day period ending on the Trading Day preceding the Determination Date, by (II) the Average Market Value of the GCI Group Reference Share over the 20-Trading Day period ending on the Trading Day preceding the Determination Date.

(C)            If the Corporation determines to convert shares of Ventures Group Common Stock into GCI Group Common Stock pursuant to this paragraph (b)(iii), such conversion will occur on a Ventures Group Conversion Date on or prior to the 45th day following the Determination Date and will otherwise be effected in accordance with the provisions of paragraph (f)(iv) of this Section A.2. If the Corporation determines not to undertake such conversion following the determination of the Ventures/GCI Group Optional Conversion Ratio, the Corporation may at any time thereafter establish a new Determination Date, in which event the Ventures/GCI Group Optional Conversion Ratio will be recalculated as of such new Determination Date and, if the Corporation determines to convert shares of Ventures Group Common Stock into shares of GCI Group Common Stock, a new Ventures Group Conversion Date will be established, in each case, in accordance with this paragraph (b)(iii).

(D)            The Corporation will not convert shares of a series of Ventures Group Common Stock into shares of GCI Group Common Stock pursuant to this paragraph (b)(iii), without converting all outstanding shares of each series of Ventures Group Common Stock into shares of GCI Group Common Stock, in each case, in accordance with this paragraph (b)(iii).

(c)           Dividends Generally.

(i)            Dividends on GCI Group Common Stock. Subject to the applicable terms of any Preferred Stock Designation, dividends on the GCI Group Common Stock may be declared and paid only out of the lesser of (A) assets of the Corporation legally available therefor and (B) the GCI Group Available Dividend Amount. Whenever a dividend, other than a dividend that consists of a Share Distribution, is paid to the holders of one or more series of GCI Group Common Stock, the Corporation will also pay to the holders of each other series of GCI Group Common Stock a dividend per share equal to the dividend per share paid to the holders of such first one or more series of GCI Group Common Stock, such that the dividend paid on each share of GCI Group Common Stock, regardless of series, is the same. Whenever a dividend that consists of a Share Distribution is paid to the holders of one or more series of GCI Group Common Stock, the Corporation will also pay a dividend that consists of a Share Distribution to the holders of each other series of GCI Group Common Stock as provided in paragraph (d)(i) of this Section A.2.

If the GCI Group Outstanding Interest Fraction is less than one (1) on the record date for any dividend, including a dividend that consists of a Share Distribution, with respect to the GCI Group Common Stock, then concurrently with the payment of any dividend on the outstanding shares of GCI Group Common Stock:

(A)            if such dividend consists of cash, securities (other than shares of GCI Group Common Stock or Ventures Group Common Stock) or other assets, at the election of the Board of Directors, the Corporation will (I) attribute (a “GCI Group Inter-Group Dividend”) to the Ventures Group, to the extent that the Ventures Group has a Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest attributable to it as of the record date for such dividend, subject to the last paragraph of this paragraph (c)(i), an aggregate amount of cash, securities or other assets, or a combination thereof (the “GCI Group Inter-Group Dividend Amount”), with a Fair Value equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest as of the record date for such dividend, by (y) the per share Fair Value of such dividend payable to the holders of outstanding shares of GCI Group Common Stock, as determined by the Board of Directors, or (II) increase the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest by a number equal to the amount (rounded, if necessary, to the nearest whole number) obtained by dividing (x) the GCI Group Inter-Group Dividend Amount, by (y) the Fair Value of the GCI Group Reference Share as of the “ex” date or any similar date for such dividend;

(B)            if such dividend consists of shares of GCI Group Common Stock, the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest will be increased by a number equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest as of the record date for such dividend, by (y) the GCI Group Share Distribution Ratio applicable to such dividend; or

(C)            if such dividend consists of shares of Ventures Group Common Stock, subject to paragraph (d)(i)(B), the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest will be decreased by a number equal to the amount (rounded, if necessary, to the nearest whole number) obtained by adding (I) the number of shares of Ventures Group Common Stock distributed to holders of GCI Group Common Stock, plus (II) the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest as of the record date for such dividend, by (y) the Ventures Group Share Distribution Ratio applicable to such dividend.

In the case of a dividend paid pursuant to clause (D) of paragraph (e)(ii) of this Section A.2. in connection with a GCI Group Disposition, the GCI Group Inter-Group Dividend Amount may be increased, at the election of the Board of Directors, by the aggregate amount of the dividend that would have been payable with respect to the shares of GCI Group Common Stock converted into Ventures Group Common Stock, in connection with such GCI Group Disposition if such shares were not so converted and received the same dividend per share as the other shares of GCI Group Common Stock received in connection with such GCI Group Disposition.

A GCI Group Inter-Group Dividend may, at the discretion of the Board of Directors, be reflected by an allocation or by a direct transfer of cash, securities or other assets, or a combination thereof, and may be payable in kind or otherwise.

(ii)            Dividends on Ventures Group Common Stock. Subject to the applicable terms of any Preferred Stock Designation, dividends on the Ventures Group Common Stock may be declared and paid only out of the lesser of (A) assets of the Corporation legally available therefor and (B) the Ventures Group Available Dividend Amount. Whenever a dividend, other than a dividend that consists of a Share Distribution, is paid to the holders of one or more series of Ventures Group Common Stock, the Corporation will also pay to the holders of each other series of Ventures Group Common Stock a dividend per share equal to the dividend per share paid to the holders of such first one or more series of Ventures Group Common Stock, such that the dividend paid on each share of Ventures Group Common Stock, regardless of series, is the same. Whenever a dividend that consists of a Share Distribution is paid to the holders of one or more series of Ventures Group Common Stock, the Corporation will also pay a dividend that consists of a Share Distribution to the holders of each other series of Ventures Group Common Stock as provided in paragraph (d)(ii) of this Section A.2.

If the Ventures Group Outstanding Interest Fraction is less than one (1) on the record date for any dividend, including a dividend that consists of a Share Distribution, with respect to the Ventures Group Common Stock, then concurrently with the payment of any dividend on the outstanding shares of Ventures Group Common Stock:

(A)            if such dividend consists of cash, securities (other than shares of Ventures Group Common Stock or GCI Group Common Stock) or other assets, at the election of the Board of Directors, the Corporation will (I) attribute (a “Ventures Group Inter-Group Dividend”) to the GCI Group, to the extent that the GCI Group has a Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest attributable to it as of the record date for such dividend, subject to the last paragraph of this paragraph (c)(ii), an aggregate amount of cash, securities or other assets, or a combination thereof (the “Ventures Group Inter-Group Dividend Amount”), with a Fair Value equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest as of the record date for such dividend, by (y) the per share Fair Value of such dividend payable to the holders of outstanding shares of Ventures Group Common Stock, as determined by the Board of Directors, or (II) increase the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest by a number equal to the amount (rounded, if necessary, to the nearest whole number) obtained by dividing (x) the Ventures Group Inter-Group Dividend Amount, by (y) the Fair Value of the Ventures Group Reference Share as of the “ex” date or any similar date for such dividend;

(B)            if such dividend consists of shares of Ventures Group Common Stock, the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest will be increased by a number equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest as of the record date for such dividend, by (y) the Ventures Group Share Distribution Ratio applicable to such dividend; or

(C)            if such dividend consists of shares of GCI Group Common Stock, subject to paragraph (d)(ii)(B), the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest will be decreased by a number equal to the amount (rounded, if necessary, to the nearest whole number) obtained by adding (I) the number of shares of GCI Group Common Stock distributed to holders of Ventures Group Common Stock, plus (II) the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest as of the record date for such dividend, by (y) the GCI Group Share Distribution Ratio applicable to such dividend.

In the case of a dividend paid pursuant to clause (D) of paragraph (f)(ii) of this Section A.2. in connection with a Ventures Group Disposition, the Ventures Group Inter-Group Dividend Amount may be increased, at the election of the Board of Directors, by the aggregate amount of the dividend that would have been payable with respect to the shares of Ventures Group Common Stock converted into GCI Group Common Stock, as applicable, in connection with such Ventures Group Disposition if such shares were not so converted and received the same dividend per share as the other shares of Ventures Group Common Stock received in connection with such Ventures Group Disposition.

A Ventures Group Inter-Group Dividend may, at the discretion of the Board of Directors, be reflected by an allocation or by a direct transfer of cash, securities or other assets, or a combination thereof, and may be payable in kind or otherwise.

(iii)          Discrimination Between or Among Series of Common Stock. Subject to the provisions of paragraphs (c) and (d) of this Section A.2., the Board of Directors will have the authority and discretion to declare and pay (or to refrain from declaring and paying) dividends, including, without limitation, dividends consisting of Share Distributions, on outstanding shares of GCI Group Common Stock or Ventures Group Common Stock, or all such series, and in equal or unequal amounts, or only on the GCI Group Common Stock or the Ventures Group Common Stock (subject to applicable law), notwithstanding the relationship between or among the GCI Group Available Dividend Amount and the Ventures Group Available Dividend Amount, or the respective amounts of prior dividends declared on, or the liquidation rights of, the GCI Group Common Stock or the Ventures Group Common Stock, or any other factor.

(d)           Share Distributions.

(i)            Distributions on Series A GCI Group Common Stock, Series B GCI Group Common Stock and Series C GCI Group Common Stock. If at any time a Share Distribution is to be made with respect to the Series A GCI Group Common Stock, Series B GCI Group Common Stock or Series C GCI Group Common Stock, then, in addition to the applicable requirements of paragraph (c)(i) of this Section A.2., such Share Distribution may be declared and paid only as follows:

(A)            a Share Distribution consisting, at the election of the Board of Directors, of: (I) shares of Series C GCI Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series C GCI Group Common Stock) may be declared and paid to holders of Series A GCI Group Common Stock, Series B GCI Group Common Stock and Series C GCI Group Common Stock, on an equal per share basis; or (II) shares of Series A GCI Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series A GCI Group Common Stock) may be declared and paid to holders of Series A GCI Group Common Stock, shares of Series B GCI Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series B GCI Group Common Stock) may be declared and paid to holders of Series B GCI Group Common Stock and shares of Series C GCI Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series C GCI Group Common Stock) may be declared and paid to holders of Series C GCI Group Common Stock, in each case, on an equal per share basis;

(B)            a Share Distribution consisting, at the election of the Board of Directors, of: (I) shares of Series C Ventures Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series C Ventures Group Common Stock) may be declared and paid to holders of Series A GCI Group Common Stock, Series B GCI Group Common Stock and Series C GCI Group Common Stock, on an equal per share basis; or (II) shares of Series A Ventures Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series A Ventures Group Common Stock) may be declared and paid to holders of Series A GCI Group Common Stock, shares of Series B Ventures Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series B Ventures Group Common Stock) may be declared and paid to holders of Series B GCI Group Common Stock and shares of Series C Ventures Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series C Ventures Group Common Stock) may be declared and paid to holders of Series C GCI Group Common Stock, in each case, on an equal per share basis; provided, however, that no such Share Distribution will be declared and paid if the amount obtained by adding (x) the aggregate number of shares of Ventures Group Common Stock to be so distributed pursuant to this paragraph (d)(i)(B) (including the number of such shares that would be issuable upon conversion, exercise or exchange of any Convertible Securities to be so distributed pursuant to such Share Distribution), plus (y) the number of shares of Ventures Group Common Stock that are subject to issuance upon conversion, exercise or exchange of any Convertible Securities then outstanding that are attributed to the GCI Group, plus (z) if the GCI Group Outstanding Interest Fraction is less than one (1) on the record date for the Share Distribution, the number of shares of Ventures Group Common Stock equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (I) the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest as of the record date for such Share Distribution, by (II) the Ventures Group Share Distribution Ratio, is greater than the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest; or

(C)            a Share Distribution consisting of any class or series of securities of the Corporation or any other Person, other than GCI Group Common Stock or Ventures Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of GCI Group Common Stock or Ventures Group Common Stock), may be declared and paid, at the election of the Board of Directors, either on the basis of a distribution of (I) identical securities, on an equal per share basis, to holders of each series of GCI Group Common Stock, (II) separate classes or series of securities, on an equal per share basis, to the holders of each series of GCI Group Common Stock or (III) a separate class or series of securities to the holders of one or more series of GCI Group Common Stock and, on an equal per share basis, a different class or series of securities to the holders of all other series of GCI Group Common Stock; provided, that in the case of clauses (II) and (III), (1) such separate classes or series of securities (and, if the distribution consists of Convertible Securities, the securities into which such Convertible Securities are convertible or for which they are exercisable or exchangeable) do not differ in any respect other than their relative voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.), with holders of shares of Series B GCI Group Common Stock receiving the class or series of securities having (or convertible into or exercisable or exchangeable for securities having) the highest relative voting rights and the holders of shares of each other series of GCI Group Common Stock receiving the class or series of securities having (or convertible into or exercisable or exchangeable for securities having) lesser relative voting rights, in each case, without regard to whether such rights differ to a greater or lesser extent than the corresponding differences in voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.) among the Series A GCI Group Common Stock, the Series B GCI Group Common Stock and the Series C GCI Group Common Stock, and (2) in the event the securities to be received by the holders of shares of GCI Group Common Stock other than the Series B GCI Group Common Stock consist of different classes or series of securities, with each such class or series of securities (or the securities into which such class or series is convertible or for which such class or series is exercisable or exchangeable) differing only with respect to the relative voting rights of such class or series (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.), then such classes or series of securities will be distributed to the holders of each series of GCI Group Common Stock (other than the Series B GCI Group Common Stock) (x) as the Board of Directors determines or (y) such that the relative voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.) of the class or series of securities (or the securities into which such class or series is convertible or for which such class or series is exercisable or exchangeable) to be received by the holders of each series of GCI Group Common Stock (other than the Series B GCI Group Common Stock) corresponds to the extent practicable to the relative voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.) of such series of GCI Group Common Stock, as compared to the other series of GCI Group Common Stock (other than the Series B GCI Group Common Stock).

(ii)           Distributions on Series A Ventures Group Common Stock, Series B Ventures Group Common Stock and Series C Ventures Group Common Stock. If at any time a Share Distribution is to be made with respect to the Series A Ventures Group Common Stock, Series B Ventures Group Common Stock or Series C Ventures Group Common Stock, then, in addition to the applicable requirements of paragraph (c)(ii) of this Section A.2., such Share Distribution may be declared and paid only as follows:

(A)            a Share Distribution consisting, at the election of the Board of Directors, of: (I) shares of Series C Ventures Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series C Ventures Group Common Stock) may be declared and paid to holders of Series A Ventures Group Common Stock, Series B Ventures Group Common Stock and Series C Ventures Group Common Stock, on an equal per share basis; or (II) shares of Series A Ventures Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series A Ventures Group Common Stock) may be declared and paid to holders of Series A Ventures Group Common Stock, shares of Series B Ventures Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series B Ventures Group Common Stock) may be declared and paid to holders of Series B Ventures Group Common Stock and shares of Series C Ventures Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series C Ventures Group Common Stock) may be declared and paid to holders of Series C Ventures Group Common Stock, in each case, on an equal per share basis;

(B)            a Share Distribution consisting, at the election of the Board of Directors, of: (I) shares of Series C GCI Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series C GCI Group Common Stock) may be declared and paid to holders of Series A Ventures Group Common Stock, Series B Ventures Group Common Stock and Series C Ventures Group Common Stock, on an equal per share basis; or (II) shares of Series A GCI Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series A GCI Group Common Stock) may be declared and paid to holders of Series A Ventures Group Common Stock, shares of Series B GCI Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series B GCI Group Common Stock) may be declared and paid to holders of Series B Ventures Group Common Stock and shares of Series C GCI Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Series C GCI Group Common Stock) may be declared and paid to holders of Series C Ventures Group Common Stock, in each case, on an equal per share basis; provided, however, that no such Share Distribution will be declared and paid if the amount obtained by adding (x) the aggregate number of shares of GCI Group Common Stock to be so distributed pursuant to this paragraph (d)(ii)(B) (including the number of such shares that would be issuable upon conversion, exercise or exchange of any Convertible Securities to be so distributed pursuant to such Share Distribution), plus (y) the number of shares of GCI Group Common Stock that are subject to issuance upon conversion, exercise or exchange of any Convertible Securities then outstanding that are attributed to the Ventures Group, plus (z) if the Ventures Group Outstanding Interest Fraction is less than one (1) on the record date for the Share Distribution, the number of shares of GCI Group Common Stock equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (I) the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest as of the record date for such Share Distribution, by (II) the GCI Group Share Distribution Ratio, is greater than the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest; or

(C)            a Share Distribution consisting of any class or series of securities of the Corporation or any other Person, other than Ventures Group Common Stock or GCI Group Common Stock (or Convertible Securities convertible into or exercisable or exchangeable for shares of Ventures Group Common Stock or GCI Group Common Stock), may be declared and paid, at the election of the Board of Directors, either on the basis of a distribution of (I) identical securities, on an equal per share basis, to holders of each series of Ventures Group Common Stock, (II) separate classes or series of securities, on an equal per share basis, to the holders of each series of Ventures Group Common Stock or (III) a separate class or series of securities to the holders of one or more series of Ventures Group Common Stock and, on an equal per share basis, a different class or series of securities to the holders of all other series of Ventures Group Common Stock; provided, that in the case of clauses (II) and (III), (1) such separate classes or series of securities (and, if the distribution consists of Convertible Securities, the securities into which such Convertible Securities are convertible or for which they are exercisable or exchangeable) do not differ in any respect other than their relative voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.), with holders of shares of Series B Ventures Group Common Stock receiving the class or series of securities having (or convertible into or exercisable or exchangeable for securities having) the highest relative voting rights and the holders of shares of each other series of Ventures Group Common Stock receiving the class or series of securities having (or convertible into or exercisable or exchangeable for securities having) lesser relative voting rights, in each case, without regard to whether such rights differ to a greater or lesser extent than the corresponding differences in voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.) among the Series A Ventures Group Common Stock, the Series B Ventures Group Common Stock and the Series C Ventures Group Common Stock, and (2) in the event the securities to be received by the holders of shares of Ventures Group Common Stock other than the Series B Ventures Group Common Stock consist of different classes or series of securities, with each such class or series of securities (or the securities into which such class or series is convertible or for which such class or series is exercisable or exchangeable) differing only with respect to the relative voting rights of such class or series (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.), then such classes or series of securities will be distributed to the holders of each series of Ventures Group Common Stock (other than the Series B Ventures Group Common Stock) (x) as the Board of Directors determines or (y) such that the relative voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.) of the class or series of securities (or the securities into which such class or series is convertible or for which such class or series is exercisable or exchangeable) to be received by the holders of each series of Ventures Group Common Stock (other than the Series B Ventures Group Common Stock) corresponds to the extent practicable to the relative voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.) of such series of Ventures Group Common Stock, as compared to the other series of Ventures Group Common Stock (other than the Series B Ventures Group Common Stock).

(e)           Redemption and Other Provisions Relating to the GCI Group Common Stock.

(i)            Redemption for Securities of one or more GCI Group Subsidiaries. At any time at which a Subsidiary of the Corporation holds, directly or indirectly, assets and liabilities attributed to the GCI Group, the Corporation may, at its option and subject to assets of the Corporation being legally available therefor, but subject (in addition to any other approval of the Corporation’s stockholders (or any series thereof) required under the NRS in respect of such redemption, if any) to the Corporation having received the GCI Group Redemption Stockholder Approval (and, to the extent applicable, the Ventures Group Redemption Stockholder Approval), redeem outstanding shares of GCI Group Common Stock (such shares of GCI Group Common Stock to be redeemed, the “GCI Group Redemption Shares”) for securities of such Subsidiary (a “Distributed GCI Group Subsidiary”), as provided herein. The number of GCI Group Redemption Shares will be determined, by the Board of Directors, by multiplying (A) the number of outstanding shares of GCI Group Common Stock as of the GCI Group Redemption Selection Date, by (B) the percentage of the Fair Value of the GCI Group that is represented by the Fair Value of the Corporation’s equity interest in the Distributed GCI Group Subsidiary which is attributable to the GCI Group, in each case, as determined by the Board of Directors as of a date selected by the Board of Directors, as such percentage may be adjusted by the Board of Directors in its discretion to take into account such things as it deems relevant. The aggregate number of securities of the Distributed GCI Group Subsidiary to be delivered (the “GCI Group Distribution Subsidiary Securities”) in redemption of the GCI Group Redemption Shares will be equal to: (I) if the Board of Directors makes a GCI Group Inter-Group Redemption Election as described below, the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the product of (a) the number of securities of the Distributed GCI Group Subsidiary owned by the Corporation and (b) the percentage of the Fair Value of the Corporation’s equity interest in the Distributed GCI Group Subsidiary that is represented by the Fair Value of the Corporation’s equity interest in the Distributed GCI Group Subsidiary which is attributable to the GCI Group (subject to adjustment to reflect the effects of a GCI Group Inter-Group Redemption Election) (such product, the “Distributable GCI Group Subsidiary Securities”), by (y) the GCI Group Outstanding Interest Fraction, in each case, as of the GCI Group Redemption Selection Date, or (II) if the Board of Directors does not make a GCI Group Inter-Group Redemption Election, all of the Distributable GCI Group Subsidiary Securities, in each case, subject to adjustment as provided below. The number of securities of the Distributed GCI Group Subsidiary to be delivered in redemption of each GCI Group Redemption Share will be equal to the amount (rounded, if necessary, to the nearest five decimal places) obtained by dividing (1) the number of GCI Group Distribution Subsidiary Securities, by (2) the number of GCI Group Redemption Shares.

If the GCI Group Outstanding Interest Fraction is less than one (1) on the GCI Group Redemption Selection Date for any redemption pursuant to this paragraph (e)(i) and if (but only if) the Board of Directors so determines in its discretion (a “GCI Group Inter-Group Redemption Election”), then concurrently with the distribution of the GCI Group Distribution Subsidiary Securities in redemption of GCI Group Redemption Shares, the Corporation will attribute to the Ventures Group an aggregate number of Distributable GCI Group Subsidiary Securities (the “GCI Group Inter-Group Interest Subsidiary Securities”) equal to the difference between the total number of Distributable GCI Group Subsidiary Securities and the number of GCI Group Distribution Subsidiary Securities, subject to adjustment as provided below. If a GCI Group Inter-Group Redemption Election is made, then: (x) the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest will be decreased as described in subparagraph (ii)(D) of the definition of “Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest” in paragraph (i) of this Section A.2.; (y) the attribution of GCI Group Inter-Group Interest Subsidiary Securities to be made to the Ventures Group may, at the discretion of the Board of Directors, be reflected by an allocation or by a direct transfer of GCI Group Inter-Group Interest Subsidiary Securities to the Ventures Group; and (z) the Board of Directors may determine that the GCI Group Inter-Group Interest Subsidiary Securities so allocated or transferred to the Ventures Group will be distributed to holders of shares of Ventures Group Common Stock as a Share Distribution pursuant to paragraph (d)(ii)(C) of this Section A.2.

If at the time of a redemption of GCI Group Common Stock pursuant to this paragraph (e)(i), there are outstanding any Convertible Securities convertible into or exercisable or exchangeable for shares of GCI Group Common Stock that would become convertible into or exercisable or exchangeable for Distributable GCI Group Subsidiary Securities as a result of such redemption, and the obligation to deliver securities of such Distributed GCI Group Subsidiary upon exercise, exchange or conversion of such Convertible Securities is not assumed or otherwise provided for by the Distributed GCI Group Subsidiary, then the Board of Directors may make such adjustments as it determines to be appropriate to the number of GCI Group Redemption Shares, the number of GCI Group Distribution Subsidiary Securities and the number of GCI Group Inter-Group Interest Subsidiary Securities (and any related adjustment to the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest) to take into account the securities of the Distributed GCI Group Subsidiary into which such Convertible Securities are convertible or for which such Convertible Securities are exercisable or exchangeable.

In the event that not all outstanding shares of GCI Group Common Stock are to be redeemed in accordance with this paragraph (e)(i) for GCI Group Distribution Subsidiary Securities, then (a) the number of shares of each series of GCI Group Common Stock to be redeemed in accordance with this paragraph (e)(i) will be determined by multiplying the aggregate number of GCI Group Redemption Shares by a fraction, the numerator of which is the aggregate number of shares of such series and the denominator of which is the aggregate number of shares of all series of GCI Group Common Stock, in each case, outstanding as of the GCI Group Redemption Selection Date, and (b) the outstanding shares of each series of GCI Group Common Stock to be redeemed in accordance with this paragraph (e)(i) will be redeemed by the Corporation pro rata among the holders of each series of GCI Group Common Stock or by such other method as may be determined by the Board of Directors to be equitable.

To the extent that a Distributed GCI Group Subsidiary to be distributed pursuant to this paragraph (e)(i) also holds, directly or indirectly, assets and liabilities attributed to the Ventures Group, then (i) such Distributed GCI Group Subsidiary will also be deemed a Distributed Ventures Group Subsidiary for purposes of paragraph (f)(i) (to the extent such Distributed GCI Group Subsidiary also holds assets and liabilities of the Ventures Group) and (ii) in connection with the redemption of GCI Group Redemption Shares pursuant to this paragraph (e)(i) the Corporation will also redeem shares of Ventures Group Common Stock pursuant to the provisions of paragraph (f)(i) (in the event such Distributed GCI Group Subsidiary is also a Distributed Ventures Group Subsidiary), subject to the Corporation obtaining the GCI Group Redemption Stockholder Approval and the Ventures Group Redemption Stockholder Approval. In connection with any such redemption of GCI Group Common Stock and/or Ventures Group Common Stock, as applicable, the Board of Directors will effect such redemption in accordance with the terms of paragraphs (e)(i) and (f)(i), as applicable, as determined by the Board of Directors in good faith, with such changes and adjustments as the Board of Directors determines are reasonably necessary in order to effect such redemption in exchange for securities of a single Subsidiary holding the assets and liabilities of more than one Group. In effecting such redemption, the Board of Directors may determine to redeem the GCI Group Redemption Shares and/or the Ventures Group Redemption Shares, in exchange for one or more classes or series of securities of such Subsidiary, including, without limitation, for separate classes or series of securities of such Subsidiary, (A) with the holders of GCI Group Redemption Shares to receive GCI Group Distribution Subsidiary Securities intended to track the performance of the former assets and liabilities attributed to the GCI Group held by such Subsidiary and/or (B) with holders of Ventures Group Redemption Shares to receive Ventures Group Distribution Subsidiary Securities intended to track the performance of the former assets and liabilities attributed to the Ventures Group held by such Subsidiary, subject, in each case, to the applicable limitations on the class and series of securities of the Distributed GCI Group Subsidiary set forth in the last paragraph of paragraphs (e)(i) and (f)(i), as applicable.

Any redemption pursuant to this paragraph (e)(i) will occur on a GCI Group Redemption Date set forth in a notice to holders of GCI Group Common Stock (and Convertible Securities convertible into or exercisable or exchangeable for shares of any series of GCI Group Common Stock (unless provision for notice is otherwise made pursuant to the terms of such Convertible Securities)) pursuant to paragraph (e)(iv)(C).

In effecting a redemption of GCI Group Common Stock pursuant to this paragraph (e)(i), the Board of Directors may determine either to (x) redeem shares of each series of GCI Group Common Stock in exchange for a single class or series of securities of the Distributed GCI Group Subsidiary without distinction among series of GCI Group Common Stock, on an equal per share basis, (y) redeem shares of each series of GCI Group Common Stock in exchange for separate classes or series of securities of the Distributed GCI Group Subsidiary, on an equal per share basis, or (z) redeem shares of one or more series of GCI Group Common Stock in exchange for a separate class or series of securities of the Distributed GCI Group Subsidiary and, on an equal per share basis, redeem shares of all other series of GCI Group Common Stock in exchange for a different class or series of securities of the Distributed GCI Group Subsidiary; provided, that, in the case of clauses (y) and (z), (1) such separate classes or series do not differ in any respect other than their relative voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.), with holders of shares of Series B GCI Group Common Stock receiving securities of a class or series having the highest relative voting rights and the holders of shares of each other series of GCI Group Common Stock receiving securities of a class or series having lesser relative voting rights, in each case, without regard to whether such rights differ to a greater or lesser extent than the corresponding differences in voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.) among the Series A GCI Group Common Stock, the Series B GCI Group Common Stock and the Series C GCI Group Common Stock, and (2) in the event the securities to be received by the holders of shares of GCI Group Common Stock other than the Series B GCI Group Common Stock in such redemption consist of different classes or series of securities, with each such class or series differing only with respect to the relative voting rights of such class or series (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.), then such classes or series of securities will be distributed to the holders of each series of GCI Group Common Stock (other than the Series B GCI Group Common Stock) (i) as the Board of Directors determines or (ii) such that the relative voting rights of the class or series of securities to be received by the holders of each series of GCI Group Common Stock corresponds to the extent practicable to the relative voting rights (as compared to the other series of GCI Group Common Stock, other than the Series B GCI Group Common Stock) of such series of GCI Group Common Stock. If the Board of Directors has made a GCI Group Inter-Group Redemption Election, then the determination as to the classes or series of securities of the Distributed GCI Group Subsidiary comprising the GCI Group Inter-Group Interest Subsidiary Securities to be so transferred or allocated to the Ventures Group will be made by the Board of Directors in its discretion.

(ii)           Mandatory Dividend, Redemption or Conversion in Case of GCI Group Disposition. In the event of a GCI Group Disposition (other than an Exempt GCI Group Disposition), the Corporation will, on or prior to the 120th Trading Day following the consummation of such GCI Group Disposition and in accordance with the applicable provisions of this Section A.2., take the actions referred to in one of clauses (A), (B), (C) or (D) below, as elected by the Board of Directors:

(A)          Subject to the first sentence of paragraph (c)(i) of this Section A.2. the Corporation may declare and pay a dividend payable in cash, securities (other than shares of Common Stock) or other assets, or any combination thereof, to the holders of outstanding shares of GCI Group Common Stock, with an aggregate Fair Value (subject to adjustment as provided below) equal to the GCI Group Allocable Net Proceeds of such GCI Group Disposition as of the record date for determining the holders entitled to receive such dividend, as the same may be determined by the Board of Directors, with such dividend to be paid in accordance with the applicable provisions of paragraph (c)(i) and (d)(i) of this Section A.2.; or

(B)           Provided that there are assets of the Corporation legally available therefor and the GCI Group Available Dividend Amount would have been sufficient to pay a dividend pursuant to clause (A) of this paragraph (e)(ii) in lieu of effecting the redemption provided for in this clause (B), then:

(I)             if such GCI Group Disposition involves all (not merely substantially all) of the assets of the GCI Group, the Corporation may redeem all outstanding shares of each series of GCI Group Common Stock for cash, securities (other than shares of Common Stock) or other assets, or any combination thereof, with an aggregate Fair Value (subject to adjustment as provided below) equal to the GCI Group Allocable Net Proceeds of such GCI Group Disposition as of the GCI Group Redemption Date, as determined by the Board of Directors, such aggregate amount to be allocated among the shares of all series of GCI Group Common Stock outstanding as of the GCI Group Redemption Date on an equal per share basis (subject to the provisions of this paragraph (e)(ii)); or

(II)            if such GCI Group Disposition involves substantially all (but not all) of the assets of the GCI Group, the Corporation may apply an aggregate amount (subject to adjustment as provided below) of cash, securities (other than shares of Common Stock) or other assets, or any combination thereof, with a Fair Value equal to the GCI Group Allocable Net Proceeds of such GCI Group Disposition as of the GCI Group Redemption Selection Date (the “GCI Group Redemption Amount”) to the redemption of outstanding shares of each series of GCI Group Common Stock, such GCI Group Redemption Amount to be allocated (subject to the provisions of this paragraph (e)(ii)) to the redemption of shares of each series of GCI Group Common Stock in the ratio of (x) the number of shares of such series outstanding as of the GCI Group Redemption Selection Date to (y) the aggregate number of shares of all series of GCI Group Common Stock outstanding as of such date, and the number of shares of each such series to be redeemed will equal the lesser of (1) the number of shares of such series outstanding as of the GCI Group Redemption Selection Date and (2) the whole number nearest the number obtained by dividing the aggregate amount so allocated to the redemption of such series by the Average Market Value of the GCI Group Reference Share over the period of 10 consecutive Trading Days beginning on the 2nd Trading Day following the consummation of such GCI Group Disposition; provided that, if following the foregoing allocation there remains any amount of the GCI Group Redemption Amount which is not being applied to the redemption of shares of a series of GCI Group Common Stock, then such excess amount will be allocated to the redemption of shares of each series of GCI Group Common Stock that, following the initial allocation referred to above, would have shares outstanding and not redeemed, with the number of outstanding and not redeemed shares to be redeemed from each such series to be calculated in accordance with clauses (1) and (2) of the immediately preceding sentence based upon such excess amount of the GCI Group Redemption Amount. The outstanding shares of a series of GCI Group Common Stock to be redeemed will be selected on a pro rata basis among the holders of such series or by such other method as the Board of Directors may determine to be equitable; or

(C)          The Corporation may convert each outstanding share of Series A GCI Group Common Stock into a number (or fraction) of fully paid and non-assessable shares of Series A Ventures Group Common Stock, each outstanding share of Series B GCI Group Common Stock into a number (or fraction) of fully paid and non-assessable shares of Series B Ventures Group Common Stock, and each outstanding share of Series C GCI Group Common Stock into a number (or fraction) of fully paid and non-assessable shares of Series C Ventures Group Common Stock, in each case, equal to 110% of the average daily ratio (calculated to the nearest five decimal places) of (I) the Average Market Value of the GCI Group Reference Share over the period of 10 consecutive Trading Days beginning on the 2nd Trading Day following the consummation of such GCI Group Disposition, to (II) the Average Market Value of the Ventures Group Reference Share over the same 10-Trading Day period; or

(D)          The Corporation may combine the conversion of a portion of the outstanding shares of GCI Group Common Stock into Ventures Group Common Stock as contemplated by clause (C) of this paragraph (e)(ii) with the payment of a dividend on or the redemption of shares of GCI Group Common Stock as described below, subject to the limitations specified in clause (A) (in the case of a dividend) or clause (B) (in the case of a redemption) of this paragraph (e)(ii) (including the limitations specified in other paragraphs of these Restated Articles referred to therein). In the event the Board of Directors elects the option described in this clause (D), the portion of the outstanding shares of GCI Group Common Stock to be converted into fully paid and non-assessable shares of Ventures Group Common Stock will be determined by the Board of Directors and will be so converted at the conversion rate determined in accordance with clause (C) above, and the Corporation will either (x) pay a dividend to the holders of record of all of the remaining shares of GCI Group Common Stock outstanding, with such dividend to be paid in accordance with the applicable provisions of paragraphs (c)(i) and (d)(i) of this Section A.2., or (y) redeem all or a portion of such remaining shares of GCI Group Common Stock. The aggregate amount of such dividend, in the case of a dividend, or the portion of the GCI Group Allocable Net Proceeds to be applied to such redemption, in the case of a redemption, will be equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (I) an amount equal to the GCI Group Allocable Net Proceeds of such GCI Group Disposition as of, in the case of a dividend, the record date for determining the holders of GCI Group Common Stock entitled to receive such dividend and, in the case of a redemption, the GCI Group Redemption Selection Date (in the case of a partial redemption) or the GCI Group Redemption Date (in the case of a full redemption), in each case, before giving effect to the conversion of shares of GCI Group Common Stock in connection with such GCI Group Disposition in accordance with this clause (D) and any related adjustment to the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest, by (II) one minus a fraction, the numerator of which will be the number of shares of GCI Group Common Stock to be converted into shares of Ventures Group Common Stock in accordance with this clause (D) and the denominator of which will be the aggregate number of shares of GCI Group Common Stock outstanding as of the record date, GCI Group Redemption Selection Date or GCI Group Redemption Date used for purposes of clause (I) of this sentence. In the event of a redemption concurrently with or following any such partial conversion of shares of GCI Group Common Stock, if the GCI Group Disposition was of all (not merely substantially all) of the assets of the GCI Group, then all remaining outstanding shares of GCI Group Common Stock will be redeemed for cash, securities (other than shares of Common Stock) or other assets, or any combination thereof, with an aggregate Fair Value equal to the portion of the GCI Group Allocable Net Proceeds to be applied to such redemption determined in accordance with this clause (D), such aggregate amount to be allocated among all such shares to be redeemed on an equal per share basis (subject to the provisions of this paragraph (e)(ii)). In the event of a redemption concurrently with or following any such partial conversion of shares of GCI Group Common Stock, if the GCI Group Disposition was of substantially all (but not all) of the assets of the GCI Group, then the number of shares of each series of GCI Group Common Stock to be redeemed will be determined in accordance with clause (B)(II) of this paragraph (e)(ii), substituting for the GCI Group Redemption Amount referred to therein the portion of the GCI Group Allocable Net Proceeds to be applied to such redemption as determined in accordance with this clause (D), and such shares will be redeemed for cash, securities (other than Common Stock) or other assets, or any combination thereof, with an aggregate Fair Value equal to such portion of the GCI Group Allocable Net Proceeds and allocated among all such shares to be redeemed on an equal per share basis (subject to the provisions of this paragraph (e)(ii)). The aggregate number of shares of GCI Group Common Stock to be converted in any partial conversion in accordance with this clause (D) will be allocated among the series of GCI Group Common Stock in the ratio of the number of shares of each such series outstanding to the aggregate number of shares of all series of GCI Group Common Stock outstanding as of the GCI Group Conversion Selection Date, and the shares of each such series to be converted will be selected on a pro rata basis or by such other method as the Board of Directors may determine to be equitable. In the case of a redemption, the allocation of the cash, securities (other than shares of Common Stock) and/or other assets to be paid in redemption and, in the case of a partial redemption, the selection of shares to be redeemed will be made in the manner contemplated by clause (B) of this paragraph (e)(ii).

For purposes of this paragraph (e)(ii):

(1)           as of any date, “substantially all of the assets of the GCI Group” means a portion of such assets that represents at least 80% of the then-Fair Value of the assets of the GCI Group as of such date;

(2)           in the case of a GCI Group Disposition of assets in a series of related transactions, such GCI Group Disposition will not be deemed to have been consummated until the consummation of the last of such transactions;

(3)           if the Board of Directors seeks the approval of the holders of GCI Group Voting Securities entitled to vote thereon to qualify a GCI Group Disposition as an Exempt GCI Group Disposition and such approval is not obtained, the date on which such approval fails to be obtained will be treated as the date on which such GCI Group Disposition was consummated for purposes of making the determinations and taking the actions prescribed by this paragraph (e)(ii) and paragraph (e)(iv), and no subsequent vote may be taken to qualify such GCI Group Disposition as an Exempt GCI Group Disposition;

(4)           in the event of a redemption of a portion of the outstanding shares of GCI Group Common Stock pursuant to clause (B)(II) or clause (D) of this paragraph (e)(ii) at a time when the GCI Group Outstanding Interest Fraction is less than one, if the Board of Directors so elects (a “GCI Group Inter-Group Partial Redemption Election”), in its discretion, the Corporation will attribute to the Ventures Group concurrently with such redemption an aggregate amount (the “GCI Group Inter-Group Redemption Amount”) of cash, securities (other than shares of Common Stock) or other assets, or any combination thereof, subject to adjustment as described below, with an aggregate Fair Value equal to the difference between (x) the GCI Group Net Proceeds and (y) the portion of the GCI Group Allocable Net Proceeds applied to such redemption as determined in accordance with clause (B)(II) or clause (D) of this paragraph (e)(ii). If the Board of Directors makes such election, the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest will be decreased in the manner described in subparagraph (ii)(E) of the definition of “Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest” in paragraph (i) of this Section A.2. The GCI Group Inter-Group Redemption Amount will be attributed to the Ventures Group as of the GCI Group Redemption Selection Date and may, at the discretion of the Board of Directors, be reflected by an allocation or by a direct transfer of cash, securities and/or other assets;

(5)           if at the time of a GCI Group Disposition subject to this paragraph (e)(ii), there are outstanding any Convertible Securities convertible into or exercisable or exchangeable for shares of GCI Group Common Stock that would give the holders thereof the right to receive any consideration related to such GCI Group Disposition upon conversion, exercise or exchange or otherwise, or would adjust to give the holders equivalent economic rights, as a result of any dividend, redemption or other action taken by the Corporation with respect to the GCI Group Common Stock pursuant to this paragraph (e)(ii), then the Board of Directors may make such adjustments to (x) the amount of consideration to be issued or delivered as contemplated by this paragraph (e)(ii) as a dividend on or in redemption or conversion of shares of GCI Group Common Stock and/or, if applicable, (y) the GCI Group Inter-Group Redemption Amount and the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest as it deems appropriate to take into account the GCI Group Common Stock into which such Convertible Securities are convertible or for which such Convertible Securities are exercisable or exchangeable;

(6)           the Corporation may pay the dividend or redemption price referred to in clause (A), (B) or (D) of this paragraph (e)(ii) payable to the holders of GCI Group Common Stock in cash, securities (other than shares of Common Stock) or other assets, or any combination thereof, that the Board of Directors determines and which has an aggregate Fair Value of not less than the amount allocated to such dividend or redemption pursuant to the applicable of clauses (A), (B) or (D) of this paragraph (e)(ii), regardless of the form or nature of the proceeds received by the Corporation from the GCI Group Disposition; and

(7)           if all or any portion of the redemption price referred to in clause (B) or clause (D) of this paragraph (e)(ii) payable to the holders of GCI Group Common Stock is paid in the form of securities of an issuer other than the Corporation, the Board of Directors may determine to pay the redemption price, so payable in securities, in the form of (x) identical securities, on an equal per share basis, to holders of each series of GCI Group Common Stock, (y) separate classes or series of securities, on an equal per share basis, to the holders of each series of GCI Group Common Stock or (z) a separate class or series of securities to the holders of one or more series of GCI Group Common Stock and, on an equal per share basis, a different class or series of securities to the holders of all other series of GCI Group Common Stock; provided, that, in the case of clauses (y) and (z), (a) such separate classes or series do not differ in any respect other than their relative voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.), with holders of shares of Series B GCI Group Common Stock receiving securities of a class or series having the highest relative voting rights and the holders of shares of each other series of GCI Group Common Stock receiving securities of a class or series having lesser relative voting rights, in each case, without regard to whether such rights differ to a greater or lesser extent than the corresponding differences in voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.) among the Series A GCI Group Common Stock, the Series B GCI Group Common Stock and the Series C GCI Group Common Stock and (b) in the event the securities to be received by the holders of shares of GCI Group Common Stock other than the Series B GCI Group Common Stock consist of different classes or series of securities, with each such class or series differing only with respect to the relative voting rights of such class or series (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.), then such classes or series of securities will be distributed to the holders of each series of GCI Group Common Stock (other than the Series B GCI Group Common Stock) (i) as the Board of Directors determines or (ii) such that the relative voting rights of the class or series of securities to be received by the holders of each series of GCI Group Common Stock corresponds to the extent practicable to the relative voting rights (as compared to the other series of GCI Group Common Stock, other than the Series B GCI Group Common Stock) of such series of GCI Group Common Stock.

(iii)          Certain Provisions Respecting Convertible Securities. Unless the provisions of any Convertible Securities that are or become convertible into or exercisable or exchangeable for shares of any series of GCI Group Common Stock provide specifically to the contrary, or the instrument, plan or agreement evidencing such Convertible Securities or pursuant to which the same were issued grants to the Board of Directors the discretion to approve or authorize any adjustment or adjustments to the conversion, exercise or exchange provisions of such Convertible Securities so as to obtain a result different from that which would otherwise occur pursuant to this paragraph (e)(iii), and the Board of Directors so approves or authorizes such adjustment or adjustments, after any GCI Group Conversion Date or GCI Group Redemption Date on which all outstanding shares of GCI Group Common Stock were converted or redeemed, any share of GCI Group Common Stock that is issued on conversion, exercise or exchange of any such Convertible Security will, immediately upon issuance and without any notice or any other action on the part of the Corporation or its Board of Directors or the holder of such share of GCI Group Common Stock, be redeemed in exchange for, to the extent assets of the Corporation are legally available therefor, the amount of $0.01 per share in cash.

(iv)          General.

(A)          Not later than the 10th Trading Day following the consummation of a GCI Group Disposition referred to in paragraph (e)(ii) of this Section A.2., the Corporation will announce publicly by press release (x) the GCI Group Net Proceeds of such GCI Group Disposition, (y) whether the GCI Group Disposition qualifies as an Exempt GCI Group Disposition, and (z) if it does not so qualify at the time of such announcement (including in the event the Board of Directors had not sought stockholder approval to qualify such GCI Group Disposition as an Exempt GCI Group Disposition in connection with any required stockholder approval obtained by the Corporation, if applicable), whether the Board of Directors will seek the approval of the holders of GCI Group Voting Securities entitled to vote thereon to qualify such GCI Group Disposition as an Exempt GCI Group Disposition. Not later than the 30th Trading Day (and in the event a 10 Trading Day valuation period is required in connection with the action selected by the Board of Directors pursuant to clause (I) of this paragraph (e)(iv)(A), not earlier than the 11th Trading Day) following the later of (x) the consummation of such GCI Group Disposition and (y), if applicable, the date of the stockholder meeting at which a vote is taken to qualify such GCI Group Disposition as an Exempt GCI Group Disposition, the Corporation will announce publicly by press release (to the extent applicable):

(I)             which of the actions specified in clause (A), (B), (C) or (D) of paragraph (e)(ii) of this Section A.2. the Corporation has irrevocably determined to take;

(II)            as applicable, the record date for determining holders entitled to receive any dividend to be paid pursuant to clause (A) or (D) of paragraph (e)(ii), the GCI Group Redemption Selection Date for the redemption of shares of GCI Group Common Stock pursuant to clause (B)(II) or clause (D) of paragraph (e)(ii) or the GCI Group Conversion Selection Date for the partial conversion of shares of GCI Group Common Stock pursuant to clause (D) of paragraph (e)(ii), which record date, GCI Group Redemption Selection Date or GCI Group Conversion Selection Date will not be earlier than the 10th day following the date of such public announcement;

(III)          the anticipated dividend payment date, GCI Group Redemption Date and/or GCI Group Conversion Date, which in each case, will not be more than 85 Trading Days following such GCI Group Disposition; and

(IV)          unless the Board of Directors otherwise determines, that the Corporation will not be required to register a transfer of any shares of GCI Group Common Stock for a period of 10 Trading Days (or such shorter period as such announcement may specify) next preceding the specified GCI Group Redemption Selection Date or GCI Group Conversion Selection Date.

If the Corporation determines to undertake a redemption of shares of GCI Group Common Stock, in whole or in part, pursuant to clause (B) or clause (D) of paragraph (e)(ii) of this Section A.2., or a conversion of shares of GCI Group Common Stock, in whole or in part, pursuant to clause (C) or (D) of paragraph (e)(ii), the Corporation will announce such redemption or conversion (which, for the avoidance of doubt, may remain subject to the satisfaction or waiver of any applicable condition precedent at the time of such announcement) publicly by press release, not less than 10 days prior to the GCI Group Redemption Date or GCI Group Conversion Date, as applicable:

(1)            the GCI Group Redemption Date or GCI Group Conversion Date;

(2)            the number of shares of GCI Group Common Stock to be redeemed or converted or, if applicable, stating that all outstanding shares of GCI Group Common Stock will be redeemed or converted and the series of Ventures Group Common Stock issuable to the holders of each series of GCI Group Common Stock upon any such conversion;

(3)            in the case of a redemption or a conversion, in each case, in whole or in part, of outstanding shares of GCI Group Common Stock, the kind and amount of per share consideration to be received with respect to each share of GCI Group Common Stock to be redeemed or converted and the GCI Group Outstanding Interest Fraction as of the date of such notice;

(4)            with respect to a partial redemption under clause (B)(II) or clause (D) of paragraph (e)(ii), if the Board of Directors has made a GCI Group Inter-Group Partial Redemption Election, the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest, as of the GCI Group Redemption Selection Date and the portion of the GCI Group Inter-Group Redemption Amount attributable to the Ventures Group, if applicable;

(5)            with respect to a dividend under clause (A) or (D) of paragraph (e)(ii), the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest, as of the record date for the dividend and the portion of the GCI Group Inter-Group Dividend Amount attributable to the Ventures Group, if applicable; and

(6)            instructions as to how shares of GCI Group Common Stock may be surrendered for redemption or conversion.

(B)          In the event of any conversion of shares of GCI Group Common Stock pursuant to paragraph (b)(ii) of this Section A.2., not less than 10 days prior to the GCI Group Conversion Date, the Corporation will announce publicly by press release:

(I)            that all outstanding shares of GCI Group Common Stock will be converted pursuant to paragraph (b)(ii) of this Section A.2. on the GCI Group Conversion Date;

(II)            the GCI Group Conversion Date, which will not be more than 45 days following the Determination Date;

(III)          a statement that all outstanding shares of GCI Group Common Stock will be converted;

(IV)          the per share number and series of shares of Ventures Group Common Stock to be received with respect to each share of each series of GCI Group Common Stock; and

(V)            instructions as to how shares of GCI Group Common Stock may be surrendered for conversion.

(C)          If the Corporation determines to obtain the GCI Group Redemption Stockholder Approval and, subject to the receipt of such approval, to redeem shares of GCI Group Common Stock pursuant to paragraph (e)(i), the Corporation will announce publicly by press release:

(I)            that the Corporation intends to redeem shares of GCI Group Common Stock for securities of a Distributed GCI Group Subsidiary pursuant to paragraph (e)(i) of this Section A.2., subject to any applicable conditions, including the receipt of the GCI Group Redemption Stockholder Approval if such approval has not been obtained at the time of the press release;

(II)            the number of shares of GCI Group Common Stock to be redeemed or, if applicable, stating that all outstanding shares of GCI Group Common Stock will be redeemed;

(III)          the class or series of securities of the Distributed GCI Group Subsidiary to be received with respect to each share of each series of GCI Group Common Stock to be redeemed and the GCI Group Outstanding Interest Fraction as of the date of such notice, if any;

(IV)          if applicable, the GCI Group Redemption Selection Date, which will not be earlier than the 10th day following the date of the press release;

(V)            the GCI Group Redemption Date, which will not be earlier than the 10th day following the date of the press release and will not be later than the 120th Trading Day following the date of the press release;

(VI)          if the Board of Directors has made a GCI Group Inter-Group Redemption Election, the number of GCI Group Inter-Group Interest Subsidiary Securities attributable to the Ventures Group, and the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest, in each case, used in determining such number and attribution of GCI Group Inter-Group Interest Subsidiary Securities;

(VII)         instructions as to how shares of GCI Group Common Stock may be surrendered for redemption; and

(VIII)        if the Board of Directors so determines, that the Corporation will not be required to register a transfer of any shares of GCI Group Common Stock for a period of 10 Trading Days (or such shorter period as such announcement may specify) next preceding the specified GCI Group Redemption Selection Date.

If, at the time of the issuance of the press release required by this clause (C), the GCI Group Redemption Stockholder Approval has not yet been obtained, such press release shall include as much of the information set forth in subparagraphs (I) to (VIII) as is then available, and the Corporation will issue a second press release once the GCI Group Redemption Stockholder Approval is obtained setting forth any such required information not included in the first press release.

(D)          The Corporation will give such notice to holders of Convertible Securities convertible into or exercisable or exchangeable for GCI Group Common Stock as may be required by the terms of such Convertible Securities or as the Board of Directors may otherwise deem appropriate in connection with a dividend, redemption or conversion of shares of GCI Group Common Stock pursuant to this Section A.2., as applicable.

(E)           All public announcements (including any proxy materials to the extent approval of the stockholders of the Corporation is sought or required) made pursuant to clause (A), (B) or (C) of this paragraph (e)(iv) will include such further statements, and the Corporation reserves the right to make such further public announcements, as may be required by law or the rules of the principal national securities exchange on which the GCI Group Common Stock is listed or as the Board of Directors may, in its discretion, deem appropriate.

(F)           No adjustments in respect of dividends will be made upon the conversion or redemption of any shares of GCI Group Common Stock; provided, however, that, except as otherwise contemplated by paragraph (e)(ii)(D), if the GCI Group Conversion Date or the GCI Group Redemption Date with respect to any shares of GCI Group Common Stock will be subsequent to the record date for the payment of a dividend or other distribution thereon or with respect thereto, but prior to the payment of such dividend or distribution, the holders of record of such shares of GCI Group Common Stock at the close of business on such record date will be entitled to receive the dividend or other distribution payable on or with respect to such shares on the date set for payment of such dividend or other distribution, notwithstanding the prior conversion or redemption of such shares.

(G)           Before any holder of shares of GCI Group Common Stock will be entitled to receive a certificate or certificates (if any) representing shares of any kind of capital stock or cash, securities or other assets to be received by such holder with respect to shares of GCI Group Common Stock pursuant to paragraph (b) of this Section A.2. (other than paragraph (b)(i) thereof) or this paragraph (e), such holder will surrender at such place as the Corporation will specify certificates (if any) representing such shares of GCI Group Common Stock, properly endorsed or assigned for transfer (unless the Corporation will waive such requirement). The Corporation will as soon as practicable after such surrender of a certificate or certificates (if any) representing shares of GCI Group Common Stock, deliver, or cause to be delivered, at the office of the transfer agent for the shares or other securities to be delivered, to the holder for whose account shares of GCI Group Common Stock were so surrendered, or to the nominee or nominees of such holder, a certificate or certificates representing the number of whole shares of the kind of capital stock or cash, securities or other assets to which such Person will be entitled as aforesaid, together with any payment for fractional securities contemplated by paragraph (e)(iv)(I). If less than all of the shares of GCI Group Common Stock represented by any one certificate are to be redeemed or converted, the Corporation will issue and deliver a new certificate for the shares of GCI Group Common Stock not redeemed or converted. Any shares of capital stock of the Corporation to be received by any holder of uncertificated shares of GCI Group Common Stock pursuant to paragraph (b) of this Section A.2. (other than paragraph (b)(i) thereof) or this paragraph (e) shall be issued in book-entry form, without physical certificates, and shall be registered in the book entry account system of the Corporation’s transfer agent in the names of the holders thereof. Shares selected for redemption may not thereafter be converted pursuant to paragraph (b)(i)(A) of this Section A.2.

(H)          From and after any applicable GCI Group Conversion Date or GCI Group Redemption Date, all rights of a holder of shares of GCI Group Common Stock that were converted or redeemed on such GCI Group Conversion Date or GCI Group Redemption Date, as applicable, will cease except for the right, upon surrender of a certificate or certificates (if any) representing such shares of GCI Group Common Stock, to receive a certificate or certificates (if any) representing shares of the kind and amount of capital stock or cash, securities (other than capital stock) or other assets for which such shares were converted or redeemed, as applicable, together with any payment for fractional securities contemplated by paragraph (e)(iv)(I) of this Section A.2. and such holder will have no other or further rights in respect of the shares of GCI Group Common Stock so converted or redeemed, including, but not limited to, any rights with respect to any cash, securities or other assets which are reserved or otherwise designated by the Corporation as being held for the satisfaction of the Corporation’s obligations to pay or deliver any cash, securities or other assets upon the conversion, exercise or exchange of any Convertible Securities outstanding as of the date of such conversion or redemption. No holder of a certificate which immediately prior to the applicable GCI Group Conversion Date or GCI Group Redemption Date represented shares of GCI Group Common Stock will be entitled to receive any dividend or other distribution with respect to shares of any kind of capital stock into or in exchange for which the GCI Group Common Stock was converted or redeemed until surrender of such holder’s certificate (if any). Upon such surrender, there will be paid to the holder the amount of any dividends or other distributions (without interest) which theretofore became payable with respect to a record date after the GCI Group Conversion Date or GCI Group Redemption Date, as the case may be, but that were not paid by reason of the foregoing, with respect to the number of whole shares of the kind of capital stock represented by the certificate or certificates issued upon such surrender. From and after a GCI Group Conversion Date or GCI Group Redemption Date, as the case may be, the Corporation will, however, be entitled to treat any certificates representing shares of GCI Group Common Stock that have not yet been surrendered for conversion or redemption in accordance with clause (G) above as evidencing the ownership of the number of whole shares of the kind or kinds of capital stock for which the shares of GCI Group Common Stock represented by such certificates will have been converted or redeemed in accordance with paragraph (b) of this Section A.2. or this paragraph (e), notwithstanding the failure of the holder thereof to surrender such certificates.

(I)            The Corporation will not be required to issue or deliver fractional shares of any class or series of capital stock or any other securities in a smaller than authorized denomination to any holder of GCI Group Common Stock upon any conversion, redemption, dividend or other distribution pursuant to paragraph (b) or paragraph (c) of this Section A.2. or this paragraph (e). In connection with the determination of the number of shares of any class or series of capital stock that will be issuable or the amount of other securities that will be deliverable to any holder of record of GCI Group Common Stock upon any such conversion, redemption, dividend or other distribution (including any fractions of shares or securities), the Corporation may aggregate the shares of GCI Group Common Stock held at the relevant time by such holder of record. If the aggregate number of shares of capital stock or other securities to be issued or delivered to any holder of GCI Group Common Stock includes a fraction, the Corporation will pay, or will cause to be paid, a cash adjustment in lieu of such fraction in an amount equal to the “value” of such fraction, as the Board of Directors shall in good faith determine to be appropriate (without interest).

(J)            Any deadline for effecting a dividend, redemption or conversion prescribed by this paragraph (e) may be extended if deemed necessary or appropriate, in the discretion of the Board of Directors, to enable the Corporation to comply with the U.S. federal securities laws, including the rules and regulations promulgated thereunder.

(f)            Redemption and Other Provisions Relating to the Ventures Group Common Stock.

(i)            Redemption for Securities of one or more Ventures Group Subsidiaries. At any time at which a Subsidiary of the Corporation holds, directly or indirectly, assets and liabilities attributed to the Ventures Group, the Corporation may, at its option and subject to assets of the Corporation being legally available therefor but subject (in addition to any other approval of the Corporation’s stockholders (or any series thereof) required under the NRS in respect of such redemption, if any) to the Corporation having received the Ventures Group Redemption Stockholder Approval (and, to the extent applicable, the GCI Group Redemption Stockholder Approval), redeem outstanding shares of Ventures Group Common Stock (such shares of Ventures Group Common Stock to be redeemed, the “Ventures Group Redemption Shares”) for securities of such Subsidiary (a “Distributed Ventures Group Subsidiary”), as provided herein. The number of Ventures Group Redemption Shares will be determined, by the Board of Directors, by multiplying (A) the number of outstanding shares of Ventures Group Common Stock as of the Ventures Group Redemption Selection Date, by (B) the percentage of the Fair Value of the Ventures Group that is represented by the Fair Value of the Corporation’s equity interest in the Distributed Ventures Group Subsidiary which is attributable to the Ventures Group, in each case, as determined by the Board of Directors as of a date selected by the Board of Directors, as such percentage may be adjusted by the Board of Directors in its discretion to take into account such things as it deems relevant. The aggregate number of securities of the Distributed Ventures Group Subsidiary to be delivered (the “Ventures Group Distribution Subsidiary Securities”) in redemption of the Ventures Group Redemption Shares will be equal to: (A) if the Board of Directors makes a Ventures Group Inter-Group Redemption Election as described below, the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the product of (I) the number of securities of the Distributed Ventures Group Subsidiary owned by the Corporation and (II) the percentage of the Fair Value of the Corporation’s equity interest in the Distributed Ventures Group Subsidiary that is represented by the Fair Value of the Corporation’s equity interest in the Distributed Ventures Group Subsidiary which is attributable to the Ventures Group (subject to adjustment to reflect the effects of a Ventures Group Inter-Group Redemption Election) (such product, the “Distributable Ventures Group Subsidiary Securities”), by (y) the Ventures Group Outstanding Interest Fraction, in each case, as of the Ventures Group Redemption Selection Date, or (B) if the Board of Directors does not make a Ventures Group Inter-Group Redemption Election, all of the Distributable Ventures Group Subsidiary Securities, in each case, subject to adjustment as provided below. The number of securities of the Distributed Ventures Group Subsidiary to be delivered in redemption of each Ventures Group Redemption Share will be equal to the amount (rounded, if necessary, to the nearest five decimal places) obtained by dividing (x) the number of Ventures Group Distribution Subsidiary Securities, by (y) the number of Ventures Group Redemption Shares.

If the Ventures Group Outstanding Interest Fraction is less than one (1) on the Ventures Group Redemption Selection Date for any redemption pursuant to this paragraph (f)(i) and if (but only if) the Board of Directors so determines in its discretion (a “Ventures Group Inter-Group Redemption Election”), then concurrently with the distribution of the Ventures Group Distribution Subsidiary Securities in redemption of Ventures Group Redemption Shares, the Corporation will attribute to the GCI Group an aggregate number of Distributable Ventures Group Subsidiary Securities (the “Ventures Group Inter-Group Interest Subsidiary Securities”) equal to the difference between the total number of Distributable Ventures Group Subsidiary Securities and the number of Ventures Group Distribution Subsidiary Securities, subject to adjustment as provided below. If a Ventures Group Inter-Group Redemption Election is made, then: (x) the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest will be decreased as described in subparagraph (ii)(D) of the definition of “Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest” in paragraph (i) of this Section A.2.; (y) the attribution of Ventures Group Inter-Group Interest Subsidiary Securities to be made to the GCI Group may, at the discretion of the Board of Directors, be reflected by an allocation or by a direct transfer of Ventures Group Inter-Group Interest Subsidiary Securities to the GCI Group; and (z) the Board of Directors may determine that the Ventures Group Inter-Group Interest Subsidiary Securities so allocated or transferred to the GCI Group will be distributed to holders of shares of GCI Group Common Stock as a Share Distribution pursuant to paragraph (d)(i)(C) of this Section A.2.

If at the time of a redemption of Ventures Group Common Stock pursuant to this paragraph (f)(i), there are outstanding any Convertible Securities convertible into or exercisable or exchangeable for shares of Ventures Group Common Stock that would become convertible into or exercisable or exchangeable for Distributable Ventures Group Subsidiary Securities as a result of such redemption, and the obligation to deliver securities of such Distributed Ventures Group Subsidiary upon exercise, exchange or conversion of such Convertible Securities is not assumed or otherwise provided for by the Distributed Ventures Group Subsidiary, then the Board of Directors may make such adjustments as it determines to be appropriate to the number of Ventures Group Redemption Shares, the number of Ventures Group Distribution Subsidiary Securities and the number of Ventures Group Inter-Group Interest Subsidiary Securities (and any related adjustment to the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest) to take into account the securities of the Distributed Ventures Group Subsidiary into which such Convertible Securities are convertible or for which such Convertible Securities are exercisable or exchangeable.

In the event that not all outstanding shares of Ventures Group Common Stock are to be redeemed in accordance with this paragraph (f)(i) for Ventures Group Distribution Subsidiary Securities, then (1) the number of shares of each series of Ventures Group Common Stock to be redeemed in accordance with this paragraph (f)(i) will be determined by multiplying the aggregate number of Ventures Group Redemption Shares by a fraction, the numerator of which is the aggregate number of shares of such series and the denominator of which is the aggregate number of shares of all series of Ventures Group Common Stock, in each case, outstanding as of the Ventures Group Redemption Selection Date, and (2) the outstanding shares of each series of Ventures Group Common Stock to be redeemed in accordance with this paragraph (f)(i) will be redeemed by the Corporation pro rata among the holders of each series of Ventures Group Common Stock or by such other method as may be determined by the Board of Directors to be equitable.

To the extent that a Distributed Ventures Group Subsidiary to be distributed pursuant to this paragraph (f)(i) also holds, directly or indirectly, assets and liabilities attributed to the GCI Group, then (x) such Distributed Ventures Group Subsidiary will also be deemed a Distributed GCI Group Subsidiary for purposes of paragraph (e)(i) (to the extent such Distributed Ventures Group Subsidiary also holds assets and liabilities of the GCI Group) and (y) in connection with the redemption of Ventures Group Redemption Shares pursuant to this paragraph (f)(i) the Corporation will also redeem shares of GCI Group Common Stock pursuant to the provisions of paragraph (e)(i) (in the event such Distributed Ventures Group Subsidiary is also a Distributed GCI Group Subsidiary), subject to the Corporation obtaining the Ventures Group Redemption Stockholder Approval and the GCI Group Redemption Stockholder Approval. In connection with any such redemption of GCI Group Common Stock and/or Ventures Group Common Stock, as applicable, the Board of Directors will effect such redemption in accordance with the terms of paragraphs (e)(i) and (f)(i), as applicable, as determined by the Board of Directors in good faith, with such changes and adjustments as the Board of Directors determines are reasonably necessary in order to effect such redemption in exchange for securities of a single Subsidiary holding the assets and liabilities of more than one Group. In effecting such redemption, the Board of Directors may determine to redeem the GCI Group Redemption Shares and/or the Ventures Group Redemption Shares, in exchange for one or more classes or series of securities of such Subsidiary, including, without limitation, for separate classes or series of securities of such Subsidiary, (I) with the holders of GCI Group Redemption Shares to receive GCI Group Distribution Subsidiary Securities intended to track the performance of the former assets and liabilities attributed to the GCI Group held by such Subsidiary and/or (II) with holders of Ventures Group Redemption Shares to receive Ventures Group Distribution Subsidiary Securities intended to track the performance of the former assets and liabilities attributed to the Ventures Group held by such Subsidiary, subject, in each case, to the applicable limitations on the class and series of securities of the Distributed Ventures Group Subsidiary set forth in the last paragraph of paragraphs (e)(i) and (f)(i), as applicable.

Any redemption pursuant to this paragraph (f)(i) will occur on a Ventures Group Redemption Date set forth in a notice to holders of Ventures Group Common Stock (and Convertible Securities convertible into or exercisable or exchangeable for shares of any series of Ventures Group Common Stock (unless provision for notice is otherwise made pursuant to the terms of such Convertible Securities)) pursuant to paragraph (f)(iv)(C).

In effecting a redemption of Ventures Group Common Stock pursuant to this paragraph (f)(i), the Board of Directors may determine either to (x) redeem shares of each series of Ventures Group Common Stock in exchange for a single class or series of securities of the Distributed Ventures Group Subsidiary without distinction among series of Ventures Group Common Stock, on an equal per share basis, (y) redeem shares of each series of Ventures Group Common Stock in exchange for separate classes or series of securities of the Distributed Ventures Group Subsidiary, on an equal per share basis, or (z) redeem shares of one or more series of Ventures Group Common Stock in exchange for a separate class or series of securities of the Distributed Ventures Group Subsidiary and, on an equal per share basis, redeem shares of all other series of Ventures Group Common Stock in exchange for a different class or series of securities of the Distributed Ventures Group Subsidiary; provided, that, in the case of clauses (y) and (z), (1) such separate classes or series do not differ in any respect other than their relative voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.), with holders of shares of Series B Ventures Group Common Stock receiving securities of a class or series having the highest relative voting rights and the holders of shares of each other series of Ventures Group Common Stock receiving securities of a class or series having lesser relative voting rights, in each case, without regard to whether such rights differ to a greater or lesser extent than the corresponding differences in voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.) among the Series A Ventures Group Common Stock, the Series B Ventures Group Common Stock and the Series C Ventures Group Common Stock, and (2) in the event the securities to be received by the holders of shares of Ventures Group Common Stock other than the Series B Ventures Group Common Stock in such redemption consist of different classes or series of securities, with each such class or series differing only with respect to the relative voting rights of such class or series (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.), then such classes or series of securities will be distributed to the holders of each series of Ventures Group Common Stock (other than the Series B Ventures Group Common Stock) (i) as the Board of Directors determines or (ii) such that the relative voting rights of the class or series of securities to be received by the holders of each series of Ventures Group Common Stock corresponds to the extent practicable to the relative voting rights (as compared to the other series of Ventures Group Common Stock, other than the Series B Ventures Group Common Stock) of such series of Ventures Group Common Stock. If the Board of Directors has made a Ventures Group Inter-Group Redemption Election, then the determination as to the classes or series of securities of the Distributed Ventures Group Subsidiary comprising the Ventures Group Inter-Group Interest Subsidiary Securities to be so transferred or allocated to the GCI Group will be made by the Board of Directors in its discretion.

(ii)           Mandatory Dividend, Redemption or Conversion in Case of Ventures Group Disposition. In the event of a Ventures Group Disposition (other than an Exempt Ventures Group Disposition), the Corporation will, on or prior to the 120th Trading Day following the consummation of such Ventures Group Disposition and in accordance with the applicable provisions of this Section A.2., take the actions referred to in one of clauses (A), (B), (C) or (D) below, as elected by the Board of Directors:

(A)          Subject to the first sentence of paragraph (c)(ii) of this Section A.2. the Corporation may declare and pay a dividend payable in cash, securities (other than shares of Common Stock) or other assets, or any combination thereof, to the holders of outstanding shares of Ventures Group Common Stock, with an aggregate Fair Value (subject to adjustment as provided below) equal to the Ventures Group Allocable Net Proceeds of such Ventures Group Disposition as of the record date for determining the holders entitled to receive such dividend, as the same may be determined by the Board of Directors, with such dividend to be paid in accordance with the applicable provisions of paragraph (c)(ii) and (d)(ii) of this Section A.2.; or

(B)           Provided that there are assets of the Corporation legally available therefor and the Ventures Group Available Dividend Amount would have been sufficient to pay a dividend pursuant to clause (A) of this paragraph (f)(ii) in lieu of effecting the redemption provided for in this clause (B), then:

(I)             if such Ventures Group Disposition involves all (not merely substantially all) of the assets of the Ventures Group, the Corporation may redeem all outstanding shares of each series of Ventures Group Common Stock for cash, securities (other than shares of Common Stock) or other assets, or any combination thereof, with an aggregate Fair Value (subject to adjustment as provided below) equal to the Ventures Group Allocable Net Proceeds of such Ventures Group Disposition as of the Ventures Group Redemption Date, as determined by the Board of Directors, such aggregate amount to be allocated among the shares of all series of Ventures Group Common Stock outstanding as of the Ventures Group Redemption Date on an equal per share basis (subject to the provisions of this paragraph (f)(ii)); or

(II)            if such Ventures Group Disposition involves substantially all (but not all) of the assets of the Ventures Group, the Corporation may apply an aggregate amount (subject to adjustment as provided below) of cash, securities (other than shares of Common Stock) or other assets, or any combination thereof, with a Fair Value equal to the Ventures Group Allocable Net Proceeds of such Ventures Group Disposition as of the Ventures Group Redemption Selection Date (the “Ventures Group Redemption Amount”) to the redemption of outstanding shares of each series of Ventures Group Common Stock, such Ventures Group Redemption Amount to be allocated (subject to the provisions of this paragraph (f)(ii)) to the redemption of shares of each series of Ventures Group Common Stock in the ratio of (x) the number of shares of such series outstanding as of the Ventures Group Redemption Selection Date to (y) the aggregate number of shares of all series of Ventures Group Common Stock outstanding as of such date, and the number of shares of each such series to be redeemed will equal the lesser of (1) the number of shares of such series outstanding as of the Ventures Group Redemption Selection Date and (2) the whole number nearest the number obtained by dividing the aggregate amount so allocated to the redemption of such series by the Average Market Value of the Ventures Group Reference Share over the period of 10 consecutive Trading Days beginning on the 2nd Trading Day following the consummation of such Ventures Group Disposition; provided that, if following the foregoing allocation there remains any amount of the Ventures Group Redemption Amount which is not being applied to the redemption of shares of a series of Ventures Group Common Stock, then such excess amount will be allocated to the redemption of shares of each series of Ventures Group Common Stock that, following the initial allocation referred to above, would have shares outstanding and not redeemed, with the number of outstanding and not redeemed shares to be redeemed from each such series to be calculated in accordance with clauses (1) and (2) of the immediately preceding sentence based upon such excess amount of the Ventures Group Redemption Amount. The outstanding shares of a series of Ventures Group Common Stock to be redeemed will be selected on a pro rata basis among the holders of such series or by such other method as the Board of Directors may determine to be equitable; or

(C)           The Corporation may convert each outstanding share of Series A Ventures Group Common Stock into a number (or fraction) of fully paid and non-assessable shares of Series A GCI Group Common Stock, each outstanding share of Series B Ventures Group Common Stock into a number (or fraction) of fully paid and non-assessable shares of Series B GCI Group Common Stock, and each outstanding share of Series C Ventures Group Common Stock into a number (or fraction) of fully paid and non-assessable shares of Series C GCI Group Common Stock, in each case, equal to 110% of the average daily ratio (calculated to the nearest five decimal places) of (I) the Average Market Value of the Ventures Group Reference Share over the period of 10 consecutive Trading Days beginning on the 2nd Trading Day following the consummation of such Ventures Group Disposition, to (II) the Average Market Value of the GCI Group Reference Share over the same 10-Trading Day period; or

(D)          The Corporation may combine the conversion of a portion of the outstanding shares of Ventures Group Common Stock into GCI Group Common Stock as contemplated by clause (C) of this paragraph (f)(ii) with the payment of a dividend on or the redemption of shares of Ventures Group Common Stock as described below, subject to the limitations specified in clause (A) (in the case of a dividend) or clause (B) (in the case of a redemption) of this paragraph (f)(ii) (including the limitations specified in other paragraphs of these Restated Articles referred to therein). In the event the Board of Directors elects the option described in this clause (D), the portion of the outstanding shares of Ventures Group Common Stock to be converted into fully paid and non-assessable shares of GCI Group Common Stock will be determined by the Board of Directors and will be so converted at the conversion rate determined in accordance with clause (C) above, and the Corporation will either (x) pay a dividend to the holders of record of all of the remaining shares of Ventures Group Common Stock outstanding, with such dividend to be paid in accordance with the applicable provisions of paragraphs (c)(ii) and (d)(ii) of this Section A.2., or (y) redeem all or a portion of such remaining shares of Ventures Group Common Stock. The aggregate amount of such dividend, in the case of a dividend, or the portion of the Ventures Group Allocable Net Proceeds to be applied to such redemption, in the case of a redemption, will be equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (I) an amount equal to the Ventures Group Allocable Net Proceeds of such Ventures Group Disposition as of, in the case of a dividend, the record date for determining the holders of Ventures Group Common Stock entitled to receive such dividend and, in the case of a redemption, the Ventures Group Redemption Selection Date (in the case of a partial redemption) or the Ventures Group Redemption Date (in the case of a full redemption), in each case, before giving effect to the conversion of shares of Ventures Group Common Stock in connection with such Ventures Group Disposition in accordance with this clause (D) and any related adjustment to the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest, by (II) one minus a fraction, the numerator of which will be the number of shares of Ventures Group Common Stock to be converted into shares of GCI Group Common Stock in accordance with this clause (D) and the denominator of which will be the aggregate number of shares of Ventures Group Common Stock outstanding as of the record date, Ventures Group Redemption Selection Date or Ventures Group Redemption Date used for purposes of clause (I) of this sentence. In the event of a redemption concurrently with or following any such partial conversion of shares of Ventures Group Common Stock, if the Ventures Group Disposition was of all (not merely substantially all) of the assets of the Ventures Group, then all remaining outstanding shares of Ventures Group Common Stock will be redeemed for cash, securities (other than shares of Common Stock) or other assets, or any combination thereof, with an aggregate Fair Value equal to the portion of the Ventures Group Allocable Net Proceeds to be applied to such redemption determined in accordance with this clause (D), such aggregate amount to be allocated among all such shares to be redeemed on an equal per share basis (subject to the provisions of this paragraph (f)(ii)). In the event of a redemption concurrently with or following any such partial conversion of shares of Ventures Group Common Stock, if the Ventures Group Disposition was of substantially all (but not all) of the assets of the Ventures Group, then the number of shares of each series of Ventures Group Common Stock to be redeemed will be determined in accordance with clause (B)(II) of this paragraph (f)(ii), substituting for the Ventures Group Redemption Amount referred to therein the portion of the Ventures Group Allocable Net Proceeds to be applied to such redemption as determined in accordance with this clause (D), and such shares will be redeemed for cash, securities (other than Common Stock) or other assets, or any combination thereof, with an aggregate Fair Value equal to such portion of the Ventures Group Allocable Net Proceeds and allocated among all such shares to be redeemed on an equal per share basis (subject to the provisions of this paragraph (f)(ii)). The aggregate number of shares of Ventures Group Common Stock to be converted in any partial conversion in accordance with this clause (D) will be allocated among the series of Ventures Group Common Stock in the ratio of the number of shares of each such series outstanding to the aggregate number of shares of all series of Ventures Group Common Stock outstanding as of the Ventures Group Conversion Selection Date, and the shares of each such series to be converted will be selected on a pro rata basis or by such other method as the Board of Directors may determine to be equitable. In the case of a redemption, the allocation of the cash, securities (other than shares of Common Stock) and/or other assets to be paid in redemption and, in the case of a partial redemption, the selection of shares to be redeemed will be made in the manner contemplated by clause (B) of this paragraph (f)(ii).

For purposes of this paragraph (f)(ii):

(1)            as of any date, “substantially all of the assets of the Ventures Group” means a portion of such assets that represents at least 80% of the then-Fair Value of the assets of the Ventures Group as of such date;

(2)            in the case of a Ventures Group Disposition of assets in a series of related transactions, such Ventures Group Disposition will not be deemed to have been consummated until the consummation of the last of such transactions;

(3)            if the Board of Directors seeks the approval of the holders of Ventures Group Voting Securities entitled to vote thereon to qualify a Ventures Group Disposition as an Exempt Ventures Group Disposition and such approval is not obtained, the date on which such approval fails to be obtained will be treated as the date on which such Ventures Group Disposition was consummated for purposes of making the determinations and taking the actions prescribed by this paragraph (f)(ii) and paragraph (f)(iv), and no subsequent vote may be taken to qualify such Ventures Group Disposition as an Exempt Ventures Group Disposition;

(4)            in the event of a redemption of a portion of the outstanding shares of Ventures Group Common Stock pursuant to clause (B)(II) or clause (D) of this paragraph (f)(ii) at a time when the Ventures Group Outstanding Interest Fraction is less than one, if the Board of Directors so elects (a “Ventures Group Inter-Group Partial Redemption Election”), in its discretion, the Corporation will attribute to the GCI Group concurrently with such redemption an aggregate amount (the “Ventures Group Inter-Group Redemption Amount”) of cash, securities (other than shares of Common Stock) or other assets, or any combination thereof, subject to adjustment as described below, with an aggregate Fair Value equal to the difference between (x) the Ventures Group Net Proceeds and (y) the portion of the Ventures Group Allocable Net Proceeds applied to such redemption as determined in accordance with clause (B)(II) or clause (D) of this paragraph (f)(ii). If the Board of Directors makes such election, the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest will be decreased in the manner described in subparagraph (ii)(E) of the definition of “Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest” in paragraph (i) of this Section A.2. The Ventures Group Inter-Group Redemption Amount will be attributed to the GCI Group as of the Ventures Group Redemption Selection Date and may, at the discretion of the Board of Directors, be reflected by an allocation or by a direct transfer of cash, securities and/or other assets;

(5)            if at the time of a Ventures Group Disposition subject to this paragraph (f)(ii), there are outstanding any Convertible Securities convertible into or exercisable or exchangeable for shares of Ventures Group Common Stock that would give the holders thereof the right to receive any consideration related to such Ventures Group Disposition upon conversion, exercise or exchange or otherwise, or would adjust to give the holders equivalent economic rights, as a result of any dividend, redemption or other action taken by the Corporation with respect to the Ventures Group Common Stock pursuant to this paragraph (f)(ii), then the Board of Directors may make such adjustments to (x) the amount of consideration to be issued or delivered as contemplated by this paragraph (f)(ii) as a dividend on or in redemption or conversion of shares of Ventures Group Common Stock and/or, if applicable, (y) the Ventures Group Inter-Group Redemption Amount and the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest as it deems appropriate to take into account the Ventures Group Common Stock into which such Convertible Securities are convertible or for which such Convertible Securities are exercisable or exchangeable;

(6)            the Corporation may pay the dividend or redemption price referred to in clause (A), (B) or (D) of this paragraph (f)(ii) payable to the holders of Ventures Group Common Stock in cash, securities (other than shares of Common Stock) or other assets, or any combination thereof, that the Board of Directors determines and which has an aggregate Fair Value of not less than the amount allocated to such dividend or redemption pursuant to the applicable of clause (A), (B) or (D) of this paragraph (f)(ii), regardless of the form or nature of the proceeds received by the Corporation from the Ventures Group Disposition; and

(7)            if all or any portion of the redemption price referred to in clause (B) or clause (D) of this paragraph (f)(ii) payable to the holders of Ventures Group Common Stock is paid in the form of securities of an issuer other than the Corporation, the Board of Directors may determine to pay the redemption price, so payable in securities, in the form of (x) identical securities, on an equal per share basis, to holders of each series of Ventures Group Common Stock, (y) separate classes or series of securities, on an equal per share basis, to the holders of each series of Ventures Group Common Stock or (z) a separate class or series of securities to the holders of one or more series of Ventures Group Common Stock and, on an equal per share basis, a different class or series of securities to the holders of all other series of Ventures Group Common Stock; provided, that, in the case of clauses (y) and (z), (1) such separate classes or series do not differ in any respect other than their relative voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.), with holders of shares of Series B Ventures Group Common Stock receiving securities of a class or series having the highest relative voting rights and the holders of shares of each other series of Ventures Group Common Stock receiving securities of a class or series having lesser relative voting rights, in each case, without regard to whether such rights differ to a greater or lesser extent than the corresponding differences in voting rights (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.) among the Series A Ventures Group Common Stock, the Series B Ventures Group Common Stock and the Series C Ventures Group Common Stock and (2) in the event the securities to be received by the holders of shares of Ventures Group Common Stock other than the Series B Ventures Group Common Stock consist of different classes or series of securities, with each such class or series differing only with respect to the relative voting rights of such class or series (and any related differences in designation, conversion, redemption and share distribution provisions such as those set forth in this Section A.2.), then such classes or series of securities will be distributed to the holders of each series of Ventures Group Common Stock (other than the Series B Ventures Group Common Stock) (i) as the Board of Directors determines or (ii) such that the relative voting rights of the class or series of securities to be received by the holders of each series of Ventures Group Common Stock corresponds to the extent practicable to the relative voting rights (as compared to the other series of Ventures Group Common Stock, other than the Series B Ventures Group Common Stock) of such series of Ventures Group Common Stock.

(iii)          Certain Provisions Respecting Convertible Securities. Unless the provisions of any Convertible Securities that are or become convertible into or exercisable or exchangeable for shares of any series of Ventures Group Common Stock provide specifically to the contrary, or the instrument, plan or agreement evidencing such Convertible Securities or pursuant to which the same were issued grants to the Board of Directors the discretion to approve or authorize any adjustment or adjustments to the conversion, exercise or exchange provisions of such Convertible Securities so as to obtain a result different from that which would otherwise occur pursuant to this paragraph (f)(iii), and the Board of Directors so approves or authorizes such adjustment or adjustments, after any Ventures Group Conversion Date or Ventures Group Redemption Date on which all outstanding shares of Ventures Group Common Stock were converted or redeemed, any share of Ventures Group Common Stock that is issued on conversion, exercise or exchange of any such Convertible Security will, immediately upon issuance and without any notice or any other action on the part of the Corporation or its Board of Directors or the holder of such share of Ventures Group Common Stock, be redeemed in exchange for, to the extent assets of the Corporation are legally available therefor, the amount of $0.01 per share in cash.

(iv)          General.

(A)            Not later than the 10th Trading Day following the consummation of a Ventures Group Disposition referred to in paragraph (f)(ii) of this Section A.2., the Corporation will announce publicly by press release (x) the Ventures Group Net Proceeds of such Ventures Group Disposition, (y) whether the Ventures Group Disposition qualifies as an Exempt Ventures Group Disposition, and (z) if it does not so qualify at the time of such announcement (including in the event the Board of Directors had not sought stockholder approval to qualify such Ventures Group Disposition as an Exempt Ventures Group Disposition in connection with any required stockholder approval obtained by the Corporation, if applicable), whether the Board of Directors will seek the approval of the holders of Ventures Group Voting Securities entitled to vote thereon to qualify such Ventures Group Disposition as an Exempt Ventures Group Disposition. Not later than the 30th Trading Day (and in the event a 10 Trading Day valuation period is required in connection with the action selected by the Board of Directors pursuant to clause (I) of this paragraph (f)(iv)(A), not earlier than the 11th Trading Day) following the later of (x) the consummation of such Ventures Group Disposition and (y), if applicable, the date of the stockholder meeting at which a vote is taken to qualify such Ventures Group Disposition as an Exempt Ventures Group Disposition, the Corporation will announce publicly by press release (to the extent applicable):

(I)            which of the actions specified in clause (A), (B), (C) or (D) of paragraph (f)(ii) of this Section A.2. the Corporation has irrevocably determined to take;

(II)            as applicable, the record date for determining holders entitled to receive any dividend to be paid pursuant to clause (A) or (D) of paragraph (f)(ii), the Ventures Group Redemption Selection Date for the redemption of shares of Ventures Group Common Stock pursuant to clause (B)(II) or clause (D) of paragraph (f)(ii) or the Ventures Group Conversion Selection Date for the partial conversion of shares Ventures Group Common Stock pursuant to clause (D) of paragraph (f)(ii), which record date, Ventures Group Redemption Selection Date or Ventures Group Conversion Selection Date will not be earlier than the 10th day following the date of such public announcement;

(III)          the anticipated dividend payment date, Ventures Group Redemption Date and/or Ventures Group Conversion Date, which in each case, will not be more than 85 Trading Days following such Ventures Group Disposition; and

(IV)          unless the Board of Directors otherwise determines, that the Corporation will not be required to register a transfer of any shares of Ventures Group Common Stock for a period of 10 Trading Days (or such shorter period as such announcement may specify) next preceding the specified Ventures Group Redemption Selection Date or Ventures Group Conversion Selection Date.

If the Corporation determines to undertake a redemption of shares of Ventures Group Common Stock, in whole or in part, pursuant to clause (B) or clause (D) of paragraph (f)(ii) of this Section A.2., or a conversion of shares of Ventures Group Common Stock, in whole or in part, pursuant to clause (C) or (D) of paragraph (f)(ii), the Corporation will announce such redemption or conversion (which, for the avoidance of doubt, may remain subject to the satisfaction or waiver of any applicable condition precedent at the time of such announcement) publicly by press release, not less than ten (10) days prior to the Ventures Group Redemption Date or Ventures Group Conversion Date, as applicable:

(1)            the Ventures Group Redemption Date or Ventures Group Conversion Date;

(2)            the number of shares of Ventures Group Common Stock to be redeemed or converted or, if applicable, stating that all outstanding shares of Ventures Group Common Stock will be redeemed or converted and the series of GCI Group Common Stock issuable to the holders of each series of Ventures Group Common Stock upon any such conversion;

(3)            in the case of a redemption or a conversion, in each case, in whole or in part, of outstanding shares of Ventures Group Common Stock, the kind and amount of per share consideration to be received with respect to each share of Ventures Group Common Stock to be redeemed or converted and the Ventures Group Outstanding Interest Fraction as of the date of such notice;

(4)            with respect to a partial redemption under clause (B)(II) or clause (D) of paragraph (f)(ii), if the Board of Directors has made a Ventures Group Inter-Group Partial Redemption Election, the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest as of the Ventures Group Redemption Selection Date and the portion of the Ventures Group Inter-Group Redemption Amount attributable to the GCI Group, if applicable;

(5)            with respect to a dividend under clause (A) or (D) of paragraph (f)(ii), the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest as of the record date for the dividend and the portion of the Ventures Group Inter-Group Dividend Amount attributable to the GCI Group, if applicable; and

(6)            instructions as to how shares of Ventures Group Common Stock may be surrendered for redemption or conversion.

(B)            In the event of any conversion of shares of Ventures Group Common Stock pursuant to paragraph (b)(iii) of this Section A.2., not less than 10 days prior to the Ventures Group Conversion Date, the Corporation will announce publicly by press release:

(I)            that all outstanding shares of Ventures Group Common Stock will be converted pursuant to paragraph (b)(iii) of this Section A.2. on the Ventures Group Conversion Date;

(II)           the Ventures Group Conversion Date, which will not be more than forty-five (45) days following the Determination Date;

(III)          a statement that all outstanding shares of Ventures Group Common Stock will be converted;

(IV)          the per share number and series of shares of GCI Group Common Stock to be received with respect to each share of each series of Ventures Group Common Stock; and

(V)           instructions as to how shares of Ventures Group Common Stock may be surrendered for conversion.

(C)            If the Corporation determines to obtain the Ventures Group Redemption Stockholder Approval and, subject to the receipt of such approval, to redeem shares of Ventures Group Common Stock pursuant to paragraph (f)(i), the Corporation will announce publicly by press release:

(I)            that the Corporation intends to redeem shares of Ventures Group Common Stock for securities of a Distributed Ventures Group Subsidiary pursuant to paragraph (f)(i) of this Section A.2., subject to any applicable conditions, including the receipt of the Ventures Group Redemption Stockholder Approval if such approval has not been obtained at the time of the press release;

(II)           the number of shares of Ventures Group Common Stock to be redeemed or, if applicable, stating that all outstanding shares of Ventures Group Common Stock will be redeemed;

(III)          the class or series of securities of the Distributed Ventures Group Subsidiary to be received with respect to each share of each series of Ventures Group Common Stock to be redeemed and the Ventures Group Outstanding Interest Fraction as of the date of such notice, if any;

(IV)          if applicable, the Ventures Group Redemption Selection Date, which will not be earlier than the 10th day following the date of the press release;

(V)           the Ventures Group Redemption Date, which will not be earlier than the 10th day following the date of the press release and will not be later than the 120th Trading Day following the date of the press release;

(VI)          if the Board of Directors has made a Ventures Group Inter-Group Redemption Election, the number of Ventures Group Inter-Group Interest Subsidiary Securities attributable to each Group other than the Ventures Group, and the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest, in each case, used in determining such number and attribution of Ventures Group Inter-Group Interest Subsidiary Securities;

(VII)         instructions as to how shares of Ventures Group Common Stock may be surrendered for redemption; and

(VIII)       if the Board of Directors so determines, that the Corporation will not be required to register a transfer of any shares of Ventures Group Common Stock for a period of 10 Trading Days (or such shorter period as such announcement may specify) next preceding the specified Ventures Group Redemption Selection Date.

If, at the time of issuance of the press release required by this paragraph (C), the Ventures Group Redemption Stockholder Approval has not yet been obtained, such press release shall include as much of the information set forth in subparagraphs (I) to (VIII) as is then available, and the Corporation will issue a second press release once the Ventures Group Redemption Stockholder Approval is obtained setting forth any such required information not included in the first press release.

(D)            The Corporation will give such notice to holders of Convertible Securities convertible into or exercisable or exchangeable for Ventures Group Common Stock as may be required by the terms of such Convertible Securities or as the Board of Directors may otherwise deem appropriate in connection with a dividend, redemption or conversion of shares of Ventures Group Common Stock pursuant to this Section A.2., as applicable.

(E)            All public announcements (including any proxy materials to the extent approval of the stockholders of the Corporation is sought or required) made pursuant to clause (A), (B) or (C) of this paragraph (f)(iv) will include such further statements, and the Corporation reserves the right to make such further public announcements, as may be required by law or the rules of the principal national securities exchange on which the Ventures Group Common Stock is listed or as the Board of Directors may, in its discretion, deem appropriate.

(F)            No adjustments in respect of dividends will be made upon the conversion or redemption of any shares of Ventures Group Common Stock; provided, however, that, except as otherwise contemplated by paragraph (f)(ii)(D), if the Ventures Group Conversion Date or the Ventures Group Redemption Date with respect to any shares of Ventures Group Common Stock will be subsequent to the record date for the payment of a dividend or other distribution thereon or with respect thereto, but prior to the payment of such dividend or distribution, the holders of record of such shares of Ventures Group Common Stock at the close of business on such record date will be entitled to receive the dividend or other distribution payable on or with respect to such shares on the date set for payment of such dividend or other distribution, notwithstanding the prior conversion or redemption of such shares.

(G)            Before any holder of shares of Ventures Group Common Stock will be entitled to receive a certificate or certificates (if any) representing shares of any kind of capital stock or cash, securities or other assets to be received by such holder with respect to shares of Ventures Group Common Stock pursuant to paragraph (b) of this Section A.2. (other than paragraph (b)(i) thereof) or this paragraph (f), such holder will surrender at such place as the Corporation will specify certificates (if any) representing such shares of Ventures Group Common Stock, properly endorsed or assigned for transfer (unless the Corporation will waive such requirement). The Corporation will as soon as practicable after such surrender of a certificate or certificates (if any) representing shares of Ventures Group Common Stock, deliver, or cause to be delivered, at the office of the transfer agent for the shares or other securities to be delivered, to the holder for whose account shares of Ventures Group Common Stock were so surrendered, or to the nominee or nominees of such holder, a certificate or certificates representing the number of whole shares of the kind of capital stock or cash, securities or other assets to which such Person will be entitled as aforesaid, together with any payment for fractional securities contemplated by paragraph (f)(iv)(I). If less than all of the shares of Ventures Group Common Stock represented by any one certificate are to be redeemed or converted, the Corporation will issue and deliver a new certificate for the shares of Ventures Group Common Stock not redeemed or converted. Any shares of capital stock of the Corporation to be received by any holder of uncertificated shares of Ventures Group Common Stock pursuant to paragraph (b) of this Section A.2. (other than paragraph (b)(i) thereof) or this paragraph (f) shall be issued in book-entry form, without physical certificates, and shall be registered in the book entry account system of the Corporation’s transfer agent in the names of the holders thereof. Shares selected for redemption may not thereafter be converted pursuant to paragraph (b)(i)(B) of this Section A.2.

(H)            From and after any applicable Ventures Group Conversion Date or Ventures Group Redemption Date, all rights of a holder of shares of Ventures Group Common Stock that were converted or redeemed on such Ventures Group Conversion Date or Ventures Group Redemption Date, as applicable, will cease except for the right, upon surrender of a certificate or certificates (if any) representing such shares of Ventures Group Common Stock, to receive a certificate or certificates (if any) representing shares of the kind and amount of capital stock or cash, securities (other than capital stock) or other assets for which such shares were converted or redeemed, as applicable, together with any payment for fractional securities contemplated by paragraph (f)(iv)(I) of this Section A.2. and such holder will have no other or further rights in respect of the shares of Ventures Group Common Stock so converted or redeemed, including, but not limited to, any rights with respect to any cash, securities or other assets which are reserved or otherwise designated by the Corporation as being held for the satisfaction of the Corporation’s obligations to pay or deliver any cash, securities or other assets upon the conversion, exercise or exchange of any Convertible Securities outstanding as of the date of such conversion or redemption. No holder of a certificate which immediately prior to the applicable Ventures Group Conversion Date or Ventures Group Redemption Date represented shares of Ventures Group Common Stock will be entitled to receive any dividend or other distribution with respect to shares of any kind of capital stock into or in exchange for which the Ventures Group Common Stock was converted or redeemed until surrender of such holder’s certificate (if any). Upon such surrender, there will be paid to the holder the amount of any dividends or other distributions (without interest) which theretofore became payable with respect to a record date after the Ventures Group Conversion Date or Ventures Group Redemption Date, as the case may be, but that were not paid by reason of the foregoing, with respect to the number of whole shares of the kind of capital stock represented by the certificate or certificates issued upon such surrender. From and after a Ventures Group Conversion Date or Ventures Group Redemption Date, as the case may be, the Corporation will, however, be entitled to treat any certificates representing shares of Ventures Group Common Stock that have not yet been surrendered for conversion or redemption in accordance with clause (G) above as evidencing the ownership of the number of whole shares of the kind or kinds of capital stock for which the shares of Ventures Group Common Stock represented by such certificates will have been converted or redeemed in accordance with paragraph (b) of this Section A.2. or this paragraph (f), notwithstanding the failure of the holder thereof to surrender such certificates.

(I)            The Corporation will not be required to issue or deliver fractional shares of any class or series of capital stock or any other securities in a smaller than authorized denomination to any holder of Ventures Group Common Stock upon any conversion, redemption, dividend or other distribution pursuant to paragraph (b) or paragraph (c) of this Section A.2. or this paragraph (f). In connection with the determination of the number of shares of any class or series of capital stock that will be issuable or the amount of other securities that will be deliverable to any holder of record of Ventures Group Common Stock upon any such conversion, redemption, dividend or other distribution (including any fractions of shares or securities), the Corporation may aggregate the shares of Ventures Group Common Stock held at the relevant time by such holder of record. If the aggregate number of shares of capital stock or other securities to be issued or delivered to any holder of Ventures Group Common Stock includes a fraction, the Corporation will pay, or will cause to be paid, a cash adjustment in lieu of such fraction in an amount equal to the “value” of such fraction, as the Board of Directors shall in good faith determine to be appropriate (without interest).

(J)            Any deadline for effecting a dividend, redemption or conversion prescribed by this paragraph (f) may be extended if deemed necessary or appropriate, in the discretion of the Board of Directors, to enable the Corporation to comply with the U.S. federal securities laws, including the rules and regulations promulgated thereunder.

(g)            Liquidation and Dissolution.

(i)            General. In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment or provision for payment of the debts and liabilities of the Corporation and subject to the prior payment in full of the preferential amounts to which any series of Preferred Stock is entitled, the holders of shares of GCI Group Common Stock and the holders of shares of Ventures Group Common Stock will be entitled to receive their proportionate interests in the assets of the Corporation remaining for distribution to holders of Common Stock (regardless of the Group to which such assets are then attributed) in proportion to the respective number of liquidation units per share of GCI Group Common Stock and Ventures Group Common Stock.

Neither the consolidation or merger of the Corporation with or into any other Person or Persons nor the sale, transfer or lease of all or substantially all of the assets of the Corporation will itself be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph (g).

(ii)            Liquidation Units. The liquidation units per share of each series of Common Stock will be as follows:

(A)           each share of GCI Group Common Stock will have one liquidation unit; and

(B)            from and after the first date following the Effective Date that shares of Ventures Group Common Stock have been issued and are outstanding (the “Ventures Issuance Date”), each share of Ventures Group Common Stock will have a number of liquidation units (including a fraction of one liquidation unit) equal to the amount (calculated to the nearest five decimal places) obtained (I) if the Ventures Group Common Stock is issued in connection with a transaction (including, without limitation, a Share Distribution, dividend or redemption) resulting in the Ventures Group Reference Shares being Publicly Traded following the Ventures Issuance Date, by dividing (x) the average of the daily volume weighted average prices of the Ventures Group Reference Share over the 20-Trading Day period commencing on (and including) the first Trading Day on which the Ventures Group Reference Shares trade in the “regular way” market, by (y) the average of the daily volume weighted average prices of the GCI Group Reference Share over the 20-Trading Day period referenced in clause (x) of this paragraph (B)(I) or (II) if clause (I) is not applicable because the Ventures Group Reference Shares are not Publicly Traded following the Ventures Issuance Date, by dividing (x) the Fair Value of a share of Ventures Group Common Stock as of the Ventures Issuance Date by (y) the average of the daily volume weighted average prices of the GCI Group Reference Share over the 20-Trading Day period commencing on (and including) the Ventures Issuance Date;

provided, that, if, after the initial determination of the number of liquidation units applicable to the Ventures Group Common Stock, the Corporation, at any time or from time to time, subdivides (by stock split, reclassification or otherwise) or combines (by reverse stock split, reclassification or otherwise) the outstanding shares of GCI Group Common Stock or Ventures Group Common Stock, or declares and pays a dividend or distribution in shares, or rights to acquire shares, of GCI Group Common Stock or Ventures Group Common Stock to holders of GCI Group Common Stock or Ventures Group Common Stock, as applicable, the per share liquidation units of the GCI Group Common Stock or Ventures Group Common Stock, as applicable, will be appropriately adjusted as determined by the Board of Directors so as to avoid any dilution in the aggregate, relative liquidation rights of the shares of GCI Group Common Stock and Ventures Group Common Stock.

Following the determination of the liquidation units applicable to a share of Ventures Group Common Stock after the Ventures Issuance Date under this paragraph (g), the Corporation will promptly thereafter prepare and file a statement with respect to the liquidation units applicable to the Ventures Group Common Stock with the Secretary of the Corporation, a copy of which will be furnished by the Corporation, on request and without cost, to any stockholder of the Corporation. Neither the failure to prepare nor the failure to file any such statement will affect the validity of such determination.

Whenever an adjustment is made to liquidation units under this paragraph (g), the Corporation will promptly thereafter prepare and file a statement of such adjustment with the Secretary of the Corporation, a copy of which will be furnished by the Corporation, on request and without cost, to any stockholder of the Corporation. Neither the failure to prepare nor the failure to file any such statement will affect the validity of such adjustment.

(h)            Determinations by the Board of Directors. Any determinations made by the Board of Directors under any provision in this Section A.2. will be final and binding on all stockholders of the Corporation, except as may otherwise be required by law. In addition, if different consideration is distributed to different series of Common Stock in a Share Distribution or pursuant to a redemption in accordance with these Restated Articles, any determination of the Board of Directors in connection therewith, including, without limitation, that a Share Distribution was made on an equal per share basis or that any differences in voting rights, designation, conversion, redemption and share distribution provisions or otherwise satisfy the requirements set forth in these Restated Articles, will be final and binding on all stockholders of the Corporation, except as may otherwise be required by law.

(i)            Certain Definitions. Unless the context otherwise requires, the terms defined in this paragraph (i) will have, for all purposes of these Restated Articles, the meanings herein specified:

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with such Person.

“Average Market Value” of a share of any series of Publicly Traded Common Stock or other Publicly Traded capital stock means the average of the daily Market Values of one share of such series of Common Stock or such other capital stock over the applicable period prescribed in these Restated Articles.

“Board of Directors” means (i) the Board of Directors of the Corporation and (ii) any duly authorized committee thereof acting at the direction of the Board of Directors (including, without limitation, the Executive Committee).

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise; provided, however, that for purposes of clause (iii) of the definition of “Exempt GCI Group Disposition”, or “Exempt Ventures Group Disposition” set forth in this paragraph (i), the Corporation will, without limitation of the foregoing, in any event be deemed to Control any Person in which the Corporation beneficially owns (after giving effect to the applicable Disposition) (i) voting securities having twenty-five percent (25%) or more of the total voting power of the voting securities of such Person then outstanding, provided that, immediately after giving effect to such Disposition, no other Person that is not Controlled by the Corporation beneficially owns voting securities of such Person having voting power greater than the voting power of the voting securities beneficially owned by the Corporation or (ii) equity securities representing fifty percent (50%) or more of the common equity interest or economic equity interest in such Person.

“Convertible Securities” means (i) any securities of the Corporation (other than any series of Common Stock) or any Subsidiary thereof that are convertible into or exercisable or exchangeable for any shares of any series of Common Stock, whether upon conversion, exercise, exchange, pursuant to antidilution provisions of such securities or otherwise, and (ii) any securities of any other Person that are convertible into or exercisable or exchangeable for, securities of such Person or any other Person, whether upon conversion, exercise, exchange, pursuant to antidilution provisions of such securities or otherwise.

“Corporation Earnings (Loss) Attributable to the GCI Group” for any period, means the net earnings or loss of the GCI Group for such period determined on a basis consistent with the determination of the net earnings or loss of the GCI Group for such period as presented in the reconciling schedules to the consolidated financial statements of the Corporation for such period, including income and expenses of the Corporation attributed to the operations of the GCI Group on a substantially consistent basis, including, without limitation, corporate administrative costs, net interest and income taxes.

“Corporation Earnings (Loss) Attributable to the Ventures Group” for any period, means the net earnings or loss of the Ventures Group for such period determined on a basis consistent with the determination of the net earnings or loss of the Ventures Group for such period as presented in the reconciling schedules to the consolidated financial statements of the Corporation for such period, including income and expenses of the Corporation attributed to the operations of the Ventures Group on a substantially consistent basis, including, without limitation, corporate administrative costs, net interest and income taxes.

“Determination Date” means the date designated by the Board of Directors for determination of any applicable Optional Conversion Ratio.

“Disposition” means the sale, transfer, exchange, assignment or other disposition (whether by merger, consolidation, sale or contribution of assets or stock or otherwise) of assets. The term “Disposition” does not include the consolidation or merger of the Corporation with or into any other Person or Persons or any other business combination involving the Corporation as a whole.

“Distribution Ratio” means 0.20.

“Effective Date” means the date on which these Restated Articles are filed with the Secretary of State of Nevada.

“Exempt GCI Group Disposition” means any of the following: (i) the Disposition of all or substantially all of the Corporation’s assets in one (1) transaction or a series of related transactions in connection with the liquidation, dissolution or winding up of the Corporation within the meaning of paragraph (g) of this Section A.2., (ii) a dividend, other distribution or redemption in accordance with any provision of paragraph (c), (d) or (e) of this Section A.2., (iii) a GCI Group Disposition to any Person that the Corporation, directly or indirectly, after giving effect to the Disposition, Controls, (iv) a GCI Group Disposition in connection with a GCI Group Related Business Transaction, or (v) a GCI Group Disposition as to which the Board of Directors obtains the requisite approval of the holders of GCI Group Voting Securities to classify such GCI Group Disposition as an Exempt GCI Group Disposition in accordance with paragraph (a)(iv) of this Section A.2.

“Exempt Ventures Group Disposition” means any of the following: (i) the Disposition of all or substantially all of the Corporation’s assets in one (1) transaction or a series of related transactions in connection with the liquidation, dissolution or winding up of the Corporation within the meaning of paragraph (g) of this Section A.2., (ii) a dividend, other distribution or redemption in accordance with any provision of paragraph (c), (d) or (f) of this Section A.2., (iii) a Ventures Group Disposition to any Person that the Corporation, directly or indirectly, after giving effect to the Disposition, Controls, (iv) a Ventures Group Disposition in connection with a Ventures Group Related Business Transaction, or (v) a Ventures Group Disposition as to which the Board of Directors obtains the requisite approval of the holders of Ventures Group Voting Securities to classify such Ventures Group Disposition as an Exempt Ventures Group Disposition in accordance with paragraph (a)(iv) of this Section A.2.

“Fair Value” means, as of any date:

(i)            in the case of any equity security or debt security that is Publicly Traded, the Market Value thereof, as of such date;

(ii)           in the case of any equity security or debt security that is not Publicly Traded, the fair value per share of stock or per other unit of such security, on a fully distributed basis, as determined by an independent investment banking firm experienced in the valuation of securities selected in good faith by the Board of Directors, or, if no such investment banking firm is selected, as determined in the good faith judgment of the Board of Directors;

(iii)          in the case of cash denominated in U.S. dollars, the face amount thereof and in the case of cash denominated in other than U.S. dollars, the face amount thereof converted into U.S. dollars at the rate published in The Wall Street Journal on such date or, if not so published, at such rate as shall be determined in good faith by the Board of Directors based upon such information as the Board of Directors shall in good faith determine to be appropriate; and

(iv)          in the case of assets or property other than securities or cash, the “Fair Value” thereof shall be determined in good faith by the Board of Directors based upon such information (including, if deemed desirable by the Board of Directors, appraisals, valuation reports or opinions of experts) as the Board of Directors shall in good faith determine to be appropriate.

“GCI Group” means, as of any date:

(i)            the direct and indirect interest of the Corporation, as of the Effective Date, (x) in all of the businesses in which the Corporation is or has been engaged, directly or indirectly (either itself or through direct or indirect Subsidiaries, Affiliates, joint ventures or other investments or any of the predecessors or successors of any of the foregoing), and (y) in the respective assets and liabilities of the Corporation and its Subsidiaries, including any obligations associated with respect to the Nonvoting Preferred Stock;

(ii)           all assets, liabilities and businesses acquired or assumed by the Corporation or any of its Subsidiaries for the account of the GCI Group, or contributed, allocated or transferred to the GCI Group (including the net proceeds of any issuances, sales or incurrences for the account of the GCI Group of shares of GCI Group Common Stock, Convertible Securities convertible into or exercisable or exchangeable for shares of GCI Group Common Stock, or indebtedness or Preferred Stock attributed to the GCI Group), in each case, after the Effective Date and as determined by the Board of Directors;

(iii)          the proceeds of any Disposition of any of the foregoing; and

(iv)         an Inter-Group Interest in the Ventures Group equal to one (1) minus the Ventures Group Outstanding Interest Fraction as of the date of determination;

provided that the GCI Group will not include (A) any assets, liabilities or businesses disposed of after the Effective Date, including, without limitation, by dividend, to holders of GCI Group Common Stock or in redemption of shares of GCI Group Common Stock, from and after the date of such Disposition or (B) any assets, liabilities or businesses transferred or allocated after the Effective Date from the GCI Group to the Ventures Group (other than through the GCI Group’s Inter-Group Interest in the Ventures Group, if any, pursuant to clause (iv) above), including, without limitation, any GCI Group Inter-Group Dividend Amount or GCI Group Inter-Group Redemption Amount, from and after the date of such transfer or allocation.

“GCI Group Allocable Net Proceeds” means, with respect to any GCI Group Disposition, (i) if at the time of such GCI Group Disposition, the GCI Group Outstanding Interest Fraction is one (1), the GCI Group Net Proceeds of such GCI Group Disposition, or (ii) if at the time of such GCI Group Disposition the GCI Group Outstanding Interest Fraction is less than one (1), the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the GCI Group Net Proceeds of such GCI Group Disposition, by (y) the GCI Group Outstanding Interest Fraction as of such date.

“GCI Group Available Dividend Amount,” as of any date, means an amount equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the GCI Group Outstanding Interest Fraction, by (y) either: (i) the excess of (A) an amount equal to the total assets of the GCI Group less the total liabilities (not including Preferred Stock attributed to the GCI Group) of the GCI Group as of such date over (B) the aggregate par value of, or any greater amount determined to be capital in respect of, all outstanding shares of GCI Group Common Stock and each series of Preferred Stock attributed to the GCI Group or (ii) in case there is no such excess, an amount equal to the Corporation Earnings (Loss) Attributable to the GCI Group (if positive) for the fiscal year in which such date occurs and/or the preceding fiscal year.

“GCI Group Conversion Date” means any date and time fixed by the Board of Directors for a conversion of shares of GCI Group Common Stock pursuant to this Section A.2.

“GCI Group Conversion Selection Date” means any date and time fixed by the Board of Directors as the date and time upon which shares to be converted of each series of GCI Group Common Stock will be selected for conversion pursuant to this Section A.2. (which, for the avoidance of doubt, may be the same date and time as the GCI Group Conversion Date).

“GCI Group Disposition” means the Disposition, in one transaction or a series of related transactions, by the Corporation and its Subsidiaries of all or substantially all of the assets of the GCI Group to one or more Persons.

“GCI Group Net Proceeds” means, as of any date, with respect to any GCI Group Disposition, an amount, if any, equal to the Fair Value of what remains of the gross proceeds of such Disposition to the Corporation after any payment of, or reasonable provision for, (i) any taxes payable by the Corporation or any of its Subsidiaries in respect of such Disposition or in respect of any resulting dividend or redemption pursuant to clause (A), (B) or (D) of paragraph (e)(ii) of this Section A.2. (or that would have been payable but for the utilization of tax benefits attributable to the Ventures Group), (ii) any transaction costs, including, without limitation, any legal, investment banking and accounting fees and expenses and (iii) any liabilities and other obligations (contingent or otherwise) of, or attributed to, the GCI Group, including, without limitation, any liabilities for deferred taxes, any indemnity or guarantee obligations incurred in connection with the Disposition or any liabilities for future purchase price adjustments and any preferential amounts plus any accumulated and unpaid dividends and other obligations in respect of Preferred Stock attributed to the GCI Group. For purposes of this definition, any assets of the GCI Group remaining after such Disposition will constitute “reasonable provision” for such amount of taxes, costs, liabilities and other obligations (contingent or otherwise) as can be supported by such assets.

“GCI Group Outstanding Interest Fraction,” as of any date, means a fraction the numerator of which is the aggregate number of shares of GCI Group Common Stock outstanding on such date and the denominator of which is the amount obtained by adding (i) such aggregate number of shares of GCI Group Common Stock outstanding on such date, plus (ii) the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest as of such date, provided that such fraction will in no event be greater than one. If the holders of any Convertible Securities that are convertible into or exercisable or exchangeable for shares of GCI Group Common Stock are entitled to participate in any dividend (for purposes of paragraph (c)(i), (d)(i) or (e)(ii) of this Section A.2.) or redemption (for purposes of paragraph (e) of this Section A.2.) with respect to the GCI Group Common Stock (other than by means of an antidilution adjustment), such shares so issuable upon conversion, exercise or exchange will be taken into account in calculating the GCI Group Outstanding Interest Fraction and any related calculations under the applicable provisions of this Section A.2. in such manner as the Board of Directors determines to be appropriate.

“GCI Group Redemption Date” means any date and time fixed by the Board of Directors for a redemption of shares of GCI Group Common Stock pursuant to this Section A.2.

“GCI Group Redemption Selection Date” means the date and time fixed by the Board of Directors on which shares of GCI Group Common Stock are to be selected for redemption pursuant to this Section A.2. (which, for the avoidance of doubt, may be the same date and time as the GCI Group Redemption Date).

“GCI Group Reference Share” means one share of Series C GCI Group Common Stock, unless (i) on any single Trading Day as of which a valuation determination is being made or on the first Trading Day of any Trading Day period with respect to which a valuation determination is being made, in each case, under this Section A.2., the number of shares outstanding of any other Publicly Traded series of GCI Group Common Stock exceeds the number of shares outstanding of Series C GCI Group Common Stock, and (ii) the Board of Directors determines to base such valuation determination on such other Publicly Traded series of GCI Group Common Stock in lieu of basing it on one share of Series C GCI Group Common Stock, in which case the term “GCI Group Reference Share” will mean one share of such other Publicly Traded series of GCI Group Common Stock.

“GCI Group Related Business Transaction” means any Disposition of all or substantially all of the assets of the GCI Group in which the Corporation receives as proceeds of such Disposition primarily capital stock or other equity securities (including, without limitation, capital stock or other securities convertible into capital stock or other equity securities, partnership, limited partnership or limited liability company interests and other types of equity securities, without regard to the voting power or contractual or other management or governance rights related to such equity securities) of the purchaser or acquiror of such assets of the GCI Group, any entity which succeeds (by merger, formation of a joint venture enterprise or otherwise) to such assets of the GCI Group, or a third party issuer, if a significant portion of the business or businesses in which such purchaser, acquiror or third party issuer is engaged or proposes to engage consists of one or more businesses similar or complementary to the businesses attributable to the GCI Group prior to such Disposition, as determined in good faith by the Board of Directors.

“GCI Group Share Distribution Ratio” means, as to any Share Distribution consisting of shares of GCI Group Common Stock, the number of shares (including any fraction of a share) of GCI Group Common Stock issuable to a holder for each outstanding share of the applicable series of Common Stock owned by such holder as of the record date for such Share Distribution (rounded, if necessary, to the nearest five decimal places).

“GCI Group Voting Securities” means the Series A GCI Group Common Stock, the Series B GCI Group Common Stock and any series of Preferred Stock which by the terms of its Preferred Stock Designation is designated as a GCI Group Voting Security, provided, that each such series of Preferred Stock will be treated as a GCI Group Voting Security and will be entitled to vote together with the other GCI Group Voting Securities only as and to the extent expressly provided for in the applicable Preferred Stock Designation. For the avoidance of doubt, the Nonvoting Preferred Stock shall not be deemed to be “GCI Group Voting Securities” for the purposes herein.

“Group” means the GCI Group or the Ventures Group.

“Inter-Group Interest” means, as of any date and with respect to any Group, the proportionate undivided interest, if any, that such Group may be deemed to hold as of such date in the assets, liabilities and businesses of the other Group in accordance with these Restated Articles. An Inter-Group Interest in the GCI Group held by the Ventures Group is expressed in terms of the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest. An Inter-Group Interest in the Ventures Group held by the GCI Group is expressed in terms of the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest.

“Liberty Broadband Corporation” means Liberty Broadband Corporation, a Delaware corporation.

“Market Value” of a share of any Publicly Traded stock on any Trading Day means the average of the high and low reported sales prices regular way of a share of such stock on such Trading Day or in case no such reported sale takes place on such Trading Day, the average of the reported closing bid and asked prices regular way of a share of such stock on such Trading Day, in either case on the New York Stock Exchange, or if the shares of such stock are not listed on the New York Stock Exchange on such Trading Day, on any tier of the Nasdaq Stock Market, or if the shares of such stock are not listed on any tier of the Nasdaq Stock Market on such Trading Day, the average of the closing bid and asked prices of a share of such stock on the over-the-counter market on such Trading Day as furnished by any New York Stock Exchange member firm selected from time to time by the Corporation, or if such closing bid and asked prices are not made available by any such New York Stock Exchange member firm on such Trading Day, the market value of a share of such stock as determined by the Board of Directors, provided that, for purposes of determining the Average Market Value for any period, (i) the “Market Value” of a share of stock on any day during such period prior to the “ex” date or any similar date for any dividend paid or to be paid with respect to such stock will be reduced by the fair market value of the per share amount of such dividend as determined by the Board of Directors and (ii) the “Market Value” of a share of stock on any day during such period prior to (A) the effective date of any subdivision (by stock split or otherwise) or combination (by reverse stock split or otherwise) of outstanding shares of such stock or (B) the “ex” date or any similar date for any dividend with respect to any such stock in shares of such stock will be appropriately adjusted to reflect such subdivision, combination, dividend or distribution.

“Nonvoting Preferred Stock” means the 12% Series A Cumulative Redeemable Non-Voting Preferred Stock, par value $0.01 per share, of the Corporation, authorized pursuant to the Certificate of Designations.

“Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest” is equal to zero (0) as of the Effective Date, and will from time to time thereafter be (without duplication):

(i)            adjusted, if before such adjustment such number is greater than zero, as determined by the Board of Directors to be appropriate to reflect subdivisions (by stock split or otherwise) and combinations (by reverse stock split or otherwise) of the Ventures Group Common Stock and dividends of shares of Ventures Group Common Stock to holders of Ventures Group Common Stock (and, to the extent the Ventures Group Outstanding Interest Fraction is less than one (1) as of the record date for such dividend, the applicable treatment of such dividend, as determined by the Board of Directors, with respect to the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest) and other reclassifications of Ventures Group Common Stock;

(i)            decreased (but not below zero), if before such adjustment such number is greater than zero, by action of the Board of Directors (without duplication): (A) by a number equal to the aggregate number of shares of Ventures Group Common Stock issued or sold by the Corporation, the proceeds of which are attributed to the GCI Group; (B) by a number equal to the aggregate number of shares of Ventures Group Common Stock issued or delivered upon conversion, exercise or exchange of any Convertible Securities that the Board of Directors has determined are attributable to the GCI Group; (C) in accordance with the applicable provisions of paragraph (c) of this Section A.2.; (D) in the event the Board of Directors makes a Ventures Group Inter-Group Redemption Election, by a number equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest, as of the Ventures Group Redemption Selection Date, by (y) the percentage of the Fair Value of the Ventures Group that is represented by the Fair Value of the Corporation’s equity interest in the applicable Distributed Ventures Group Subsidiary which is attributable to the Ventures Group, as determined by the Board of Directors under paragraph (f)(i) for purposes of such redemption; (E) in the event the Board of Directors makes a Ventures Group Inter-Group Partial Redemption Election, by a number equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying the Ventures Group Inter-Group Redemption Amount by the amount (rounded, if necessary, to the nearest whole number) obtained by dividing the aggregate number of shares of Ventures Group Common Stock redeemed pursuant to paragraph (f)(ii)(B)(II) or (f)(ii)(D), as applicable, of this Section A.2., by the applicable Ventures Group Redemption Amount or the applicable portion of the Ventures Group Allocable Net Proceeds applied to such redemption, respectively; and (F) by a number equal to the amount (rounded, if necessary, to the nearest whole number) obtained by dividing (x) the aggregate Fair Value, as of a date within 90 days of the determination to be made pursuant to this clause (F), of assets attributed to the Ventures Group that are transferred or allocated from the Ventures Group to the GCI Group in consideration of a reduction in the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest, by (y) the Fair Value of the Ventures Group Reference Share as of the date of such transfer or allocation;

(ii)            increased, by action of the Board of Directors, (A) by a number equal to the aggregate number of shares of Ventures Group Common Stock that are retired, redeemed or otherwise cease to be outstanding (x) following their purchase or redemption with funds or other assets attributed to the GCI Group, (y) following their retirement or redemption for no consideration if immediately prior thereto, they were owned of record by an asset or business attributed to the GCI Group, or (z) following their conversion into shares of GCI Group Common Stock pursuant to clause (C) or (D) of paragraph (f)(ii) of this Section A.2.; (B) in accordance with the applicable provisions of paragraph (c) of this Section A.2.; and (C) by a number equal to, as applicable, the amount (rounded, if necessary, to the nearest whole number) obtained by dividing (I) the Fair Value, as of a date within 90 days of the determination to be made pursuant to this clause (C), of assets theretofore attributed to the GCI Group that are contributed to the Ventures Group in consideration of an increase in the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest, by (II) the Fair Value of the Ventures Group Reference Share as of the date of such contribution; and

(iii)            increased or decreased under such other circumstances as the Board of Directors determines to be appropriate or required by the other terms of this Section A.2. to reflect the economic substance of any other event or circumstance, provided that in each case, the adjustment will be made in a manner that is fair and equitable to holders of all series of Common Stock and intended to reflect the relative economic interest of the GCI Group in the Ventures Group.

Whenever a change in the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest occurs, the Corporation will promptly thereafter prepare and file a statement of such change with the Secretary of the Corporation. Neither the failure to prepare nor the failure to file any such statement will affect the validity of such change.

“Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest” is equal to zero (0) as of the Effective Date, and will from time to time thereafter be (without duplication):

(i)            adjusted, if before such adjustment such number is greater than zero, as determined by the Board of Directors to be appropriate to reflect subdivisions (by stock split or otherwise) and combinations (by reverse stock split or otherwise) of the GCI Group Common Stock and dividends of shares of GCI Group Common Stock to holders of GCI Group Common Stock (and, to the extent the GCI Group Outstanding Interest Fraction is less than one (1) as of the record date for such dividend, the applicable treatment of such dividend, as determined by the Board of Directors, with respect to the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest) and other reclassifications of GCI Group Common Stock;

(ii)            decreased (but not below zero), if before such adjustment such number is greater than zero, by action of the Board of Directors (without duplication): (A) by a number equal to the aggregate number of shares of GCI Group Common Stock issued or sold by the Corporation, the proceeds of which are attributed to the Ventures Group; (B) by a number equal to the aggregate number of shares of GCI Group Common Stock issued or delivered upon conversion, exercise or exchange of any Convertible Securities that the Board of Directors has determined are attributable to the Ventures Group; (C) in accordance with the applicable provisions of paragraph (c) of this Section A.2.; (D) in the event the Board of Directors makes a GCI Group Inter-Group Redemption Election, by a number equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest, as of the GCI Group Redemption Selection Date, by (y) the percentage of the Fair Value of the GCI Group that is represented by the Fair Value of the Corporation’s equity interest in the applicable Distributed GCI Group Subsidiary which is attributable to the GCI Group, as determined by the Board of Directors under paragraph (e)(i) for purposes of such redemption; (E) in the event the Board of Directors makes a GCI Group Inter-Group Partial Redemption Election, by a number equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying the GCI Group Inter-Group Redemption Amount by the amount (rounded, if necessary, to the nearest whole number) obtained by dividing the aggregate number of shares of GCI Group Common Stock redeemed pursuant to paragraph (e)(ii)(B)(II) or (e)(ii)(D), as applicable, of this Section A.2., by the applicable GCI Group Redemption Amount or the applicable portion of the GCI Group Allocable Net Proceeds applied to such redemption, respectively; and (F) by a number equal to the amount (rounded, if necessary, to the nearest whole number) obtained by dividing (x) the aggregate Fair Value, as of a date within 90 days of the determination to be made pursuant to this clause (F), of assets attributed to the GCI Group that are transferred or allocated from the GCI Group to the Ventures Group in consideration of a reduction in the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest, by (y) the Fair Value of the GCI Group Reference Share as of the date of such transfer or allocation;

(iii)            increased, by action of the Board of Directors, (A) by a number equal to the aggregate number of shares of GCI Group Common Stock that are retired, redeemed or otherwise cease to be outstanding (x) following their purchase or redemption with funds or other assets attributed to the Ventures Group, (y) following their retirement or redemption for no consideration if immediately prior thereto, they were owned of record by an asset or business attributed to the Ventures Group, or (z) following their conversion into shares of Ventures Group Common Stock, pursuant to clause (C) or (D) of paragraph (e)(ii) of this Section A.2.; (B) in accordance with the applicable provisions of paragraph (c) of this Section A.2.; and (C) by a number equal to, as applicable, the amount (rounded, if necessary, to the nearest whole number) obtained by dividing (I) the Fair Value, as of a date within 90 days of the determination to be made pursuant to this clause (C), of assets theretofore attributed to the Ventures Group that are contributed to the GCI Group in consideration of an increase in the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest, by (II) the Fair Value of the GCI Group Reference Share as of the date of such contribution; and

(iv)            increased or decreased under such other circumstances as the Board of Directors determines to be appropriate or required by the other terms of this Section A.2. to reflect the economic substance of any other event or circumstance, provided that in each case, the adjustment will be made in a manner that is fair and equitable to holders of all series of Common Stock and intended to reflect the relative economic interest of the Ventures Group in the GCI Group.

Whenever a change in the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest occurs, the Corporation will promptly thereafter prepare and file a statement of such change with the Secretary of the Corporation. Neither the failure to prepare nor the failure to file any such statement will affect the validity of such change.

“Optional Conversion Ratio” means the applicable of the Ventures/GCI Group Optional Conversion Ratio and the GCI/Ventures Group Optional Conversion Ratio.

“outstanding”, when used with respect to the shares of any series of Common Stock, will include, without limitation, the shares of such series, if any, held by any Subsidiary of the Corporation, except as otherwise provided by applicable law with respect to the exercise of voting rights. No shares of any series of Common Stock (or Convertible Securities that are convertible into or exercisable or exchangeable for Common Stock) held by the Corporation in its treasury will be deemed outstanding, nor will any shares be deemed outstanding which are attributable to the Number of Shares Issuable to the Ventures Group with Respect to the GCI Group Inter-Group Interest or the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest.

“Person” means a natural person, corporation, limited liability company, partnership, joint venture, trust, unincorporated association or other legal entity.

“Publicly Traded” means, with respect to shares of capital stock or other securities, that such shares or other securities are traded on a U.S. securities exchange or quoted on the over-the-counter market.

“Restated Articles” means these Amended and Restated Articles of Incorporation, as it may be amended from time to time, including any amendments effected pursuant to the filing of any Preferred Stock Designation.

“Share Distribution” means a dividend payable in shares of any class or series of capital stock, Convertible Securities or other equity securities of the Corporation or any other Person.

“Subsidiary”, when used with respect to any Person, means (i)(A) a corporation of which a majority in voting power of its share capital or capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by a Subsidiary of such Person, or by such Person and one or more Subsidiaries of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, (B) a partnership or limited liability company in which such Person or a Subsidiary of such Person is, at the date of determination, (1) in the case of a partnership, a general partner of such partnership with the power affirmatively to direct the policies and management of such partnership or (2) in the case of a limited liability company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such limited liability company, or (C) any other Person (other than a corporation) in which such Person, a Subsidiary of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof, has (1) the power to elect or direct the election of a majority of the members of the governing body of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, or (2) in the absence of such a governing body, at least a majority ownership interest or (ii) any other Person of which an aggregate of more than 50% of the equity interests are, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

“Trading Day” means each day on which the relevant share or security is traded on the New York Stock Exchange or the Nasdaq Stock Market or quoted on the over-the-counter market.

“Ventures Group” means, as of any date:

(i)            all assets, liabilities and businesses of the Corporation or any of its Subsidiaries to the extent attributed to the Ventures Group as of the Effective Date (which, for the avoidance of doubt, as of the Effective Date, there shall be no assets, liabilities and businesses of the Corporation or any of its Subsidiaries attributed to the Ventures Group);

(ii)           all assets, liabilities and businesses acquired or assumed by the Corporation or any of its Subsidiaries for the account of the Ventures Group, or contributed, allocated or transferred to the Ventures Group (including the net proceeds of any issuances, sales or incurrences for the account of the Ventures Group of shares of Ventures Group Common Stock, Convertible Securities convertible into or exercisable or exchangeable for shares of Ventures Group Common Stock, or indebtedness or Preferred Stock attributed to the Ventures Group), in each case, after the Effective Date and as determined by the Board of Directors;

(iii)          the proceeds of any Disposition of any of the foregoing; and

(iv)          an Inter-Group Interest in the GCI Group equal to one (1) minus the GCI Group Outstanding Interest Fraction as of the date of determination;

provided that the Ventures Group will not include (A) any assets, liabilities or businesses disposed of after the Effective Date, including, without limitation, by dividend, to holders of Ventures Group Common Stock or in redemption of shares of Ventures Group Common Stock, from and after the date of such Disposition or (B) any assets, liabilities or businesses transferred or allocated after the Effective Date from the Ventures Group to the GCI Group (other than through the Ventures Group’s Inter-Group Interest in the GCI Group, if any, pursuant to clause (iv) above), including, without limitation, any Ventures Group Inter-Group Dividend Amount or Ventures Group Inter-Group Redemption Amount, from and after the date of such transfer or allocation.

“Ventures Group Allocable Net Proceeds” means, with respect to any Ventures Group Disposition, (i) if at the time of such Ventures Group Disposition, the Ventures Group Outstanding Interest Fraction is one (1), the Ventures Group Net Proceeds of such Ventures Group Disposition, or (ii) if at the time of such Ventures Group Disposition the Ventures Group Outstanding Interest Fraction is less than one (1), the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the Ventures Group Net Proceeds of such Ventures Group Disposition, by (y) the Ventures Group Outstanding Interest Fraction as of such date.

“Ventures Group Available Dividend Amount”, as of any date, means an amount equal to the amount (rounded, if necessary, to the nearest whole number) obtained by multiplying (x) the Ventures Group Outstanding Interest Fraction, by (y) either: (i) the excess of (A) an amount equal to the total assets of the Ventures Group less the total liabilities (not including Preferred Stock attributed to the Ventures Group) of the Ventures Group as of such date over (B) the aggregate par value of, or any greater amount determined to be capital in respect of, all outstanding shares of Ventures Group Common Stock and each series of Preferred Stock attributed to the Ventures Group or (ii) in case there is no such excess, an amount equal to the Corporation Earnings (Loss) Attributable to the Ventures Group (if positive) for the fiscal year in which such date occurs and/or the preceding fiscal year.

“Ventures Group Conversion Date” means any date and time fixed by the Board of Directors for a conversion of shares of Ventures Group Common Stock pursuant to this Section A.2.

“Ventures Group Conversion Selection Date” means any date and time fixed by the Board of Directors as the date and time upon which shares to be converted of each series of Ventures Group Common Stock will be selected for conversion pursuant to this Section A.2. (which, for the avoidance of doubt, may be the same date and time as the Ventures Group Conversion Date).

“Ventures Group Disposition” means the Disposition, in one transaction or a series of related transactions, by the Corporation and its Subsidiaries of all or substantially all of the assets of the Ventures Group to one or more Persons.

“Ventures Group Net Proceeds” means, as of any date, with respect to any Ventures Group Disposition, an amount, if any, equal to the Fair Value of what remains of the gross proceeds of such Disposition to the Corporation after any payment of, or reasonable provision for, (i) any taxes payable by the Corporation or any of its Subsidiaries in respect of such Disposition or in respect of any resulting dividend or redemption pursuant to clause (A), (B) or (D) of paragraph (f)(ii) of this Section A.2. (or that would have been payable but for the utilization of tax benefits attributable to the GCI Group), (ii) any transaction costs, including, without limitation, any legal, investment banking and accounting fees and expenses and (iii) any liabilities and other obligations (contingent or otherwise) of, or attributed to, the Ventures Group, including, without limitation, any liabilities for deferred taxes, any indemnity or guarantee obligations incurred in connection with the Disposition or any liabilities for future purchase price adjustments and any preferential amounts plus any accumulated and unpaid dividends and other obligations in respect of Preferred Stock attributed to the Ventures Group. For purposes of this definition, any assets of the Ventures Group remaining after such Disposition will constitute “reasonable provision” for such amount of taxes, costs, liabilities and other obligations (contingent or otherwise) as can be supported by such assets.

“Ventures Group Outstanding Interest Fraction”, as of any date, means a fraction the numerator of which is the aggregate number of shares of Ventures Group Common Stock outstanding on such date and the denominator of which is the amount obtained by adding (i) such aggregate number of shares of Ventures Group Common Stock outstanding on such date, plus (ii) the Number of Shares Issuable to the GCI Group with Respect to the Ventures Group Inter-Group Interest as of such date, provided that such fraction will in no event be greater than one. If the holders of any Convertible Securities that are convertible into or exercisable or exchangeable for shares of Ventures Group Common Stock are entitled to participate in any dividend (for purposes of paragraph (c)(ii), (d)(ii) or (f)(ii) of this Section A.2.) or redemption (for purposes of paragraph (f) of this Section A.2.) with respect to the Ventures Group Common Stock (other than by means of an antidilution adjustment), such shares so issuable upon conversion, exercise or exchange will be taken into account in calculating the Ventures Group Outstanding Interest Fraction and any related calculations under the applicable provisions of this Section A.2. in such manner as the Board of Directors determines to be appropriate.

“Ventures Group Redemption Date” means any date and time fixed by the Board of Directors for a redemption of shares of Ventures Group Common Stock pursuant to this Section A.2.

“Ventures Group Redemption Selection Date” means the date and time fixed by the Board of Directors on which shares of Ventures Group Common Stock are to be selected for redemption pursuant to this Section A.2. (which, for the avoidance of doubt, may be the same date and time as the Ventures Group Redemption Date).

“Ventures Group Reference Share” means one (1) share of Series C Ventures Group Common Stock, unless (i) on any single Trading Day as of which a valuation determination is being made or on the first (1st) Trading Day of any Trading Day period with respect to which a valuation determination is being made, in each case, under this Section A.2., the number of shares outstanding of any other Publicly Traded series of Ventures Group Common Stock exceeds the number of shares outstanding of the Series C Ventures Group Common Stock, and (ii) the Board of Directors determines to base such valuation determination on such other Publicly Traded series of Ventures Group Common Stock in lieu of basing it on one share of Series C Ventures Group Common Stock, in which case the term “Ventures Group Reference Share” will mean one (1) share of such other Publicly Traded series of Ventures Group Common Stock.

“Ventures Group Related Business Transaction” means any Disposition of all or substantially all of the assets of the Ventures Group in which the Corporation receives as proceeds of such Disposition primarily capital stock or other equity securities (including, without limitation, capital stock or other securities convertible into capital stock or other equity securities, partnership, limited partnership or limited liability company interests and other types of equity securities, without regard to the voting power or contractual or other management or governance rights related to such equity securities) of the purchaser or acquiror of such assets of the Ventures Group, any entity which succeeds (by merger, formation of a joint venture enterprise or otherwise) to such assets of the Ventures Group, or a third party issuer, if a significant portion of the business or businesses in which such purchaser, acquiror or third party issuer is engaged or proposes to engage consists of one or more businesses similar or complementary to the businesses attributable to the Ventures Group prior to such Disposition, as determined in good faith by the Board of Directors.

“Ventures Group Share Distribution Ratio” means, as to any Share Distribution consisting of shares of Ventures Group Common Stock, the number of shares (including any fraction of a share) of Ventures Group Common Stock issuable to a holder for each outstanding share of the applicable series of Common Stock owned by such holder as of the record date for such Share Distribution (rounded, if necessary, to the nearest five (5) decimal places).

“Ventures Group Voting Securities” means the Series A Ventures Group Common Stock, the Series B Ventures Group Common Stock and any series of Preferred Stock which by the terms of its Preferred Stock Designation is designated as a Ventures Group Voting Security, provided, that each such series of Preferred Stock will be treated as a Ventures Group Voting Security and will be entitled to vote together with the other Ventures Group Voting Securities only as and to the extent expressly provided for in the applicable Preferred Stock Designation.

“Voting Securities” means the GCI Group Voting Securities, the Ventures Group Voting Securities and any series of Preferred Stock which by the terms of its Preferred Stock Designation is designated as a Voting Security, provided that each such series of Preferred Stock will be entitled to vote together with the other Voting Securities only as and to the extent expressly provided for in the applicable Preferred Stock Designation.

The following terms have the meanings ascribed thereto in the sections set forth opposite such terms:

(j)            Reclassification. The Corporation will not reclassify, subdivide or combine one series of GCI Group Common Stock without reclassifying, subdividing or combining each other series of GCI Group Common Stock on an equal per share basis. The Corporation will not reclassify, subdivide or combine one series of Ventures Group Common Stock without reclassifying, subdividing or combining each other series of Ventures Group Common Stock on an equal per share basis.

(k)           Transfer Taxes. The Corporation will pay any and all documentary, stamp or similar issue or transfer taxes that may be payable in respect of the issuance or delivery of shares of capital stock and/or other securities upon conversion or redemption of shares of Common Stock pursuant to this Section A.2. The Corporation will not, however, be required to pay any tax that may be payable in respect of any issuance or delivery of shares of capital stock in a name other than that in which the shares of Common Stock so converted or redeemed were registered and no such issuance or delivery will be made unless and until the Person requesting the same has paid to the Corporation or its transfer agent the amount of any such tax, or has established to the satisfaction of the Corporation or its transfer agent that such tax has been paid.

SECTION B

PREFERRED STOCK

1.            The Preferred Stock may be divided and issued in one (1) or more series from time to time, with such voting powers, designations, preferences, limitations, restrictions and relative rights, as will be stated and expressed in a resolution or resolutions providing for the issue of each such series adopted by the Board of Directors as set forth and duly filed with the Nevada Secretary of State on a certificate of designation in accordance with Section 78.1955 of the NRS (a “Preferred Stock Designation”). The Board of Directors, in the Preferred Stock Designation with respect to a series of Preferred Stock (a copy of which will be filed as required by law), will, without limitation of the foregoing, fix the following with respect to such series of Preferred Stock:

(a)           the distinctive serial designations and the number of authorized shares of such series, which may be increased or decreased, but not below the number of shares thereof then outstanding, by a certificate made, signed and filed as required by law (except where otherwise provided in a Preferred Stock Designation);

(b)          the dividend rate or amounts, if any, for such series, the date or dates from which dividends on all shares of such series will be cumulative, if dividends on stock of such series will be cumulative, and the relative preferences or rights of priority, if any, or participation, if any, with respect to payment of dividends on shares of such series;

(c)          the rights of the shares of such series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, if any, and the relative preferences or rights of priority, if any, of payment of shares of such series;

(d)          the right, if any, of the holders of such series to convert or exchange such stock into or for other classes or series of a class of stock or indebtedness of the Corporation or of another Person, and the terms and conditions of such conversion or exchange, including provision for the adjustment of the conversion or exchange rate in such events as the Board of Directors may determine;

(e)           the voting powers, if any, of the holders of such series, including whether such series will be designated as a GCI Group Voting Security, a Ventures Group Voting Security and/or a Voting Security and, if so designated, the terms and conditions on which the holders of such series may vote together with the holders of any other class or series of capital stock of the Corporation;

(f)           the terms and conditions, if any, for the Corporation to purchase or redeem shares of such series; and

(g)          any other relative rights, powers, preferences and limitations, if any, of such series.

2.            The Board of Directors is hereby expressly authorized to exercise its authority with respect to fixing, designating and issuing various series of the Preferred Stock and determining the voting powers, designations, preferences, limitations, restrictions and relative rights of such series of Preferred Stock, if any, and the qualifications, restrictions or limitations thereof, if any, to the full extent permitted by applicable law, subject to any stockholder vote that may be required by these Restated Articles. All shares of any one (1) series of the Preferred Stock will be alike in every particular. Except to the extent otherwise expressly provided in the Preferred Stock Designation for a series of Preferred Stock, the holders of shares of such series will have no voting rights except as may be required by the laws of the State of Nevada. Further, except to the extent required by the NRS and unless otherwise expressly provided in the Preferred Stock Designation for a series of Preferred Stock, no separate consent or vote of the holders of shares of Preferred Stock or any series thereof will be required for any amendment to these Restated Articles that would increase the number of authorized shares of Preferred Stock or the number of authorized shares of any series thereof or decrease the number of authorized shares of Preferred Stock or the number of authorized shares of any series thereof (but not below the number of authorized shares of Preferred Stock or such series, as the case may be, then outstanding).

3.            Except as may be provided by the Board of Directors in a Preferred Stock Designation or by law, shares of any series of Preferred Stock that have been redeemed (whether through the operation of a sinking fund or otherwise) or purchased by the Corporation, or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes will have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the series of which they were originally a part or may be reissued as part of a new series of Preferred Stock to be created by a Preferred Stock Designation or as part of any other series of Preferred Stock.

4.            On July 11, 2025, the Corporation duly filed with the Nevada Secretary of State a Preferred Stock Designation in accordance with Section 78.1955 of the NRS, setting forth the voting powers, designations, preferences, limitations, restrictions and relative rights of a series of Preferred Stock designated as Nonvoting Preferred Stock (the “Certificate of Designations”).  Pursuant to Section 78.403 of the NRS, the text of the Certificate of Designations, and any future amendment thereto, without being reproduced herein, shall remain effective and part of these Restated Articles, and the Nonvoting Preferred Stock established pursuant thereto shall continue in existence as of and following the Effective Time. For the avoidance of doubt, any amendment to the Certificate of Designations shall be made in accordance with the provisions of the Certificate of Designations and Section 78.1955 of the NRS, as applicable, and shall require no vote of the stockholders of the Corporation unless otherwise required by the Certificate of Designations and Section 78.1955 of the NRS.

ARTICLE V

DIRECTORS

SECTION A

NUMBER OF DIRECTORS

The governing body of the Corporation will be the Board of Directors. The number of directors will not be less than three (3) or the number of directors that holders of any series of Preferred Stock shall have rights to, and do, elect, and the exact number of directors will be fixed by the Board of Directors by resolution from time to time. Election of directors need not be by written ballot.

SECTION B

CLASSIFICATION OF THE BOARD

Except as otherwise fixed by or pursuant to the provisions of Article IV hereof relating to the rights of the holders of any series of Preferred Stock to separately elect additional directors, which additional directors are not required to be classified pursuant to the terms of such series of Preferred Stock (the “Preferred Stock Directors”), the Board of Directors will be divided into three (3) classes: Class I, Class II and Class III. Each class will consist, as nearly as possible, of a number of directors equal to one-third (1/3) of the number of members of the Board of Directors (other than the Preferred Stock Directors) authorized as provided in Section A of this Article V. The term of office of the initial Class I directors will expire at the annual meeting of stockholders in 2026; the term of office of the initial Class II directors will expire at the annual meeting of stockholders in 2027; and the term of office of the initial Class III directors will expire at the annual meeting of stockholders in 2028. At each annual meeting of stockholders of the Corporation the successors of that class of directors whose term expires at that meeting will be elected to hold office in accordance with this Section B of this Article V for a term expiring at the annual meeting of stockholders held in the third (3rd) year following the year of their election. The directors of each class will hold office until the expiration of the term of such class and until their respective successors are elected and qualified or until such director’s earlier death, resignation or removal.

SECTION C

REMOVAL OF DIRECTORS

Subject to the rights of the holders of any series of Preferred Stock and pursuant to the requirements of the NRS, directors may be removed from office upon the affirmative vote of the holders of at least sixty-six and two thirds percent (662∕3%) of the aggregate voting power of the then outstanding Voting Securities entitled to vote thereon, voting together as a single class.

SECTION D

NEWLY CREATED DIRECTORSHIPS AND VACANCIES

Subject to the rights of holders of any series of Preferred Stock, vacancies on the Board of Directors resulting from death, resignation, removal, disqualification or other cause, and newly created directorships resulting from any increase in the number of directors on the Board of Directors, will be filled only by the affirmative vote of a majority of the remaining directors then in office (even though less than a quorum) or by the sole remaining director. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the vacancy occurred or to which the new directorship is apportioned, and until such director’s successor will have been elected and qualified or until such director’s earlier death, resignation or removal. No decrease in the number of directors constituting the Board of Directors will shorten the term of any incumbent director, except as may be provided with respect to any additional director elected by the holders of the applicable series of Preferred Stock.

SECTION E

LIMITATION ON LIABILITY AND INDEMNIFICATION

1.            Limitation On Liability. To the fullest extent permitted by the NRS as the same exists or may hereafter be amended, a director or officer of the Corporation will not be individually liable to the Corporation or any of its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer. Any repeal or modification of this paragraph will be prospective only and will not adversely affect any limitation, right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

2.            Indemnification.

(a)          Right to Indemnification. The Corporation will indemnify, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is a party or is threatened to be made a party or is otherwise involved (including, but not limited to, as a witness or deponent) in any investigation, threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that the person, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to nonprofit entities or employee benefit plans, against all expenses, including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with a proceeding. Such right of indemnification will inure whether or not the claim asserted is based on matters which antedate the adoption of this Section E. The Corporation will be required to indemnify or make advances (pursuant to paragraph (b) of this Section E.2. of Article V, below) to a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors.

(b)         Payment of Expenses. The Corporation will pay the expenses (including reasonable attorneys’ fees) incurred by a director or officer of the Corporation in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the applicable director or officer to repay the amounts advanced if it should be ultimately determined by a court of competent jurisdiction that such director or officer is not entitled to be indemnified under this paragraph or otherwise.

(c)          Claims. If a claim for indemnification or payment of expenses under this paragraph is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation, the claimant may file suit to recover the unpaid amount of such claim and, if successful, will be entitled to be paid the expense (including reasonable attorney’s fees) of prosecuting such claim to the fullest extent permitted by Nevada law. In any such action the Corporation will have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

(d)          Non-Exclusivity of Rights. The rights conferred on any person by this Section E.2. will not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of these Restated Articles, the Bylaws of the Corporation (the “Bylaws”), agreement, vote of stockholders or resolution of disinterested directors or otherwise.

(e)          Other Indemnification. The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity will be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or nonprofit entity.

3.           Amendment or Repeal. Any amendment, modification or repeal of the foregoing provisions of this Section E will not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

SECTION F

AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred by the NRS, the Board of Directors, by action taken by the affirmative vote of not less than seventy-five percent (75%) of the members of the Board of Directors then in office, is hereby expressly authorized and empowered to adopt, amend or repeal any provision of the Bylaws.

ARTICLE VI

TERM

The term of existence of this Corporation shall be perpetual.

ARTICLE VII

STOCK NOT ASSESSABLE

The capital stock of this Corporation shall not be assessable. It shall be issued as fully paid, and the private property of the stockholders shall not be liable for the debts, obligations or liabilities of this Corporation. These Restated Articles shall not be subject to amendment in this respect.

ARTICLE VIII

MEETINGS OF STOCKHOLDERS

SECTION A

ANNUAL AND SPECIAL MEETINGS

Subject to the rights of the holders of any series of Preferred Stock, stockholder action may be taken only at an annual or special meeting. Except as otherwise provided in a Preferred Stock Designation with respect to any series of Preferred Stock or unless otherwise prescribed by law or by another provision of these Restated Articles, special meetings of the stockholders of the Corporation, for any purpose or purposes, will only be called by the Secretary of the Corporation (a) upon the written request of the holders of not less than sixty-six and two thirds percent (662∕3%) of the total voting power of the then outstanding Voting Securities entitled to vote thereon or (b) at the request of at least seventy-five percent (75%) of the members of the Board of Directors then in office.

SECTION B

ACTION WITHOUT A MEETING

No action of the stockholders required to be taken or which may be taken at any annual meeting or special meeting of stockholders may be taken without a meeting, and, pursuant to Section 78.320(2) of the NRS, the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied; provided, however, that notwithstanding the foregoing, holders of any series of Preferred Stock may take action by written consent to the extent provided in a Preferred Stock Designation with respect to such series.

ARTICLE IX

ACTIONS REQUIRING SUPERMAJORITY STOCKHOLDER VOTE

1.            Subject to the rights of the holders of any series of Preferred Stock, the affirmative vote of the holders of at least sixty-six and two thirds percent (662∕3%) of the total voting power of the then outstanding Voting Securities entitled to vote thereon, voting together as a single class at a meeting specifically called for such purpose, will be required in order for the Corporation to take any action to authorize:

(a)          the amendment, alteration or repeal of any provision of these Restated Articles or the addition or insertion of other provisions herein; provided, however, that this paragraph (a) will not apply to any such amendment, alteration, repeal, addition or insertion (i) as to which the laws of the State of Nevada, as then in effect, do not require the consent of this Corporation’s stockholders, or (ii) that at least seventy-five (75%) of the members of the Board of Directors then in office have approved;

(b)          the adoption, amendment or repeal of any provision of the Bylaws; provided, however, that this paragraph (b) will not apply to, and no vote of the stockholders of the Corporation will be required to authorize, the adoption, amendment or repeal of any provision of the Bylaws by the Board of Directors in accordance with the power conferred upon it pursuant to Section F of Article V of these Restated Articles;

(c)          the merger or consolidation of this Corporation with or into any other corporation; provided, however, that this paragraph (c) will not apply to any such merger or consolidation (i) as to which the laws of the State of Nevada, as then in effect, do not require the consent of the Corporation’s stockholders, or (ii) that at least seventy-five percent (75%) of the members of the Board of Directors then in office have approved;

(d)         the sale, lease or exchange of all, or substantially all, of the property or assets of the Corporation; provided, however, that this paragraph (d) will not apply to any such sale, lease or exchange that at least seventy-five percent (75%) of the members of the Board of Directors then in office have approved; or

(e)          the dissolution of the Corporation; provided, however, that this paragraph (e) will not apply to such dissolution if at least seventy-five percent (75%) of the members of the Board of Directors then in office have approved such dissolution.

Subject to the foregoing provisions of this Article IX, the Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in these Restated Articles, and other provisions authorized by the laws of the State of Nevada at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other Persons whomsoever by and pursuant to these Restated Articles in its present form or as hereafter amended are granted subject to the rights reserved in this Article IX.

ARTICLE X

CERTAIN BUSINESS OPPORTUNITIES

1.            Certain Acknowledgements; Definitions.

In recognition and anticipation that:

(a)         directors and officers of the Corporation may serve as directors, officers, employees and agents of any other corporation, company, partnership, association, firm or other entity, including, without limitation, Subsidiaries and Affiliates of the Corporation (“Other Entity”),

(b)         the Corporation, directly or indirectly, may engage in the same, similar or related lines of business as those engaged in by any Other Entity and other business activities that overlap with or compete with those in which such Other Entity may engage,

(c)          the Corporation may have an interest in the same areas of business opportunity as any Other Entity, and

(d)          the Corporation may engage in material business transactions with any Other Entity and its Affiliates, including, without limitation, receiving services from, providing services to or being a significant customer or supplier to such Other Entity and its Affiliates, and that the Corporation and such Other Entity or one or more of their respective Subsidiaries or Affiliates may benefit from such transactions,

and as a consequence of the foregoing, it is in the best interests of the Corporation that the rights of the Corporation, and the duties of any directors or officers of the Corporation (including any such persons who are also directors, officers or employees of any Other Entity), be determined and delineated, as set forth herein, in respect of (i) any transactions between the Corporation and its Subsidiaries or Affiliates, on the one hand, and such Other Entity and its Subsidiaries or Affiliates, on the other hand, and (ii) any potential transactions or matters that may be presented to officers or directors of the Corporation, or of which such officers or directors may otherwise become aware, which potential transactions or matters may be considered to constitute business opportunities of the Corporation or any of its Subsidiaries or Affiliates.

In recognition of the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with any Other Entity and of the benefits to be derived by the Corporation by the possible service as directors or officers of the Corporation and its Subsidiaries of persons who may also serve from time to time as directors, officers or employees of any Other Entity, the provisions of this Article X will, to the fullest extent permitted by law, regulate and define the conduct of the business and affairs of the Corporation in relation to such Other Entity and its Affiliates, and as such conduct and affairs may involve such Other Entity’s respective directors, officers or employees, and the powers, rights, duties and liabilities of the Corporation and its officers and directors in connection therewith and in connection with any Potential Business Opportunities of the Corporation.

Any Person purchasing, receiving or otherwise becoming the owner of any shares of capital stock of the Corporation, or any interest therein, will be deemed to have notice of and to have consented to the provisions of this Article X. References in this Article X to “directors,” “officers” or “employees” of any Person will be deemed to include those Persons who hold similar positions or exercise similar powers and authority with respect to any Other Entity that is a limited liability company, partnership, joint venture or other non-corporate entity.

2.            Duties of Directors and Officers Regarding Potential Business Opportunities; No Liability for Certain Acts or Omissions.

If a director or officer of the Corporation is offered, or otherwise acquires knowledge of, a potential transaction or matter that may constitute or present a business opportunity for the Corporation or any of its Subsidiaries or Affiliates, in which the Corporation could be considered, but for the provisions of this Article X, to have an interest or expectancy (any such transaction or matter, and any such actual or potential business opportunity, a “Potential Business Opportunity”):

(a)          such director or officer will, to the fullest extent permitted by law, have no duty or obligation to refer such Potential Business Opportunity to the Corporation, to refrain from referring such Potential Business Opportunity to any Other Entity, or to give any notice to the Corporation regarding such Potential Business Opportunity (or any matter related thereto),

(b)          such director or officer will not be liable to the Corporation or any of its Subsidiaries or any of its stockholders, as a director, officer, stockholder or otherwise, for any failure to refer such Potential Business Opportunity to the Corporation or any of its Subsidiaries, or for referring such Potential Business Opportunity to any Other Entity, or for any failure to give any notice to or otherwise inform the Corporation or any of its Subsidiaries regarding such Potential Business Opportunity or any matter relating thereto,

(c)          any Other Entity may engage or invest in, independently or with others, any such Potential Business Opportunity,

(d)         the Corporation shall not have any right in or to such Potential Business Opportunity or to receive any income or proceeds derived therefrom, and

(e)          the Corporation shall have no interest or expectancy, and hereby specifically renounces any interest or expectancy, in any such Potential Business Opportunity,

unless both the following conditions are satisfied: (i) such Potential Business Opportunity was expressly offered to a director or officer of the Corporation solely in his or her capacity as a director or officer of the Corporation or as a director or officer of any Subsidiary of the Corporation and (ii) such opportunity relates to a line of business in which the Corporation or any of its Subsidiaries is then directly engaged.

3.            Amendment of Article X.

No alteration, amendment, repeal, or adoption of any provision inconsistent with, any provision of this Article X will have any effect upon:

(a)         any agreement between the Corporation or an Affiliate thereof and any Other Entity or an Affiliate thereof, that was entered into before the time of such alteration, amendment, repeal or adoption of any such inconsistent provision (the “Amendment Time”), or any transaction entered into in connection with the performance of any such agreement, whether such transaction is entered into before or after the Amendment Time,

(b)         any transaction entered into between the Corporation or an Affiliate thereof and any Other Entity or an Affiliate thereof, before the Amendment Time,

(c)         the allocation of any business opportunity between the Corporation or any Subsidiary or Affiliate thereof and any Other Entity, before the Amendment Time, or

(d)         any duty or obligation owed by any director or officer of the Corporation or any Subsidiary of the Corporation (or the absence of any such duty or obligation) with respect to any Potential Business Opportunity which such director or officer was offered, or of which such director or officer otherwise became aware, before the Amendment Time (regardless of whether any proceeding relating to any of the above is commenced before or after the Amendment Time).

ARTICLE XI

APPLICATION OF CERTAIN NEVADA STATUTES

1.            Acquisition of Controlling Interest. Sections 78.378 through 78.3793 (Acquisition of Controlling Interest), inclusive, of the NRS shall not apply to the Corporation or the acquisition of an interest therein.

2.            Combinations with Interested Stockholders. The Corporation expressly elects not to be governed by Sections 78.411 through 78.444 (Combinations with Interested Stockholders), inclusive, of the NRS.

ARTICLE XII

FORUM SELECTION

1.            Unless the Corporation consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of the State of Nevada, Clark County, Nevada, shall, to the fullest extent permitted by law, including the applicable laws or jurisdictional requirements of the United States, be the exclusive forum for any and all actions, suits and proceedings, whether civil, administrative or investigative or that asserts any claim or counterclaim (each, an “Action”), that are internal actions (as such term is defined in Section 78.046 of the NRS or any successor statute). In the event that the Eighth Judicial District Court of the State of Nevada does not have jurisdiction over any such Action, then any other state district court located in the State of Nevada shall be the exclusive forum for such Action. In the event that no state district court in the State of Nevada has jurisdiction over any such Action, then a federal court located within the State of Nevada shall be the exclusive forum for such Action. For the avoidance of doubt, no Securities Act Action (as defined below) shall be subject to this paragraph, but shall instead be subject to the following paragraph.

2.            Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (each, a “Securities Act Action”). The provisions of this Article XII shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

3.            Any Person purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of the provisions of this Article XII. If any provision or provisions of this Article XII shall be held to be invalid, illegal or unenforceable as applied to any Person or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article XII (including, without limitation, each portion of any sentence of this Article XII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other Persons and circumstances shall not in any way be affected or impaired thereby.

Exhibit 3.2

GCI LIBERTY, INC.

A Nevada Corporation

(the “Corporation”)

AMENDED AND RESTATED BYLAWS

ARTICLE I
STOCKHOLDERS

Section 1.1              Annual Meeting.

An annual meeting of stockholders for the purpose of electing directors and of transacting any other business properly brought before the meeting pursuant to these Amended and Restated Bylaws of the Corporation (as amended, restated, supplemented or otherwise modified from time to time, these “Bylaws”) shall be held each year at such date, time and place, either within or without the State of Nevada or, if so determined by the Board of Directors of the Corporation (the “Board of Directors”) in its sole discretion, at no place (but rather by means of remote communication), as may be specified by the Board of Directors in the notice of meeting.

Section 1.2              Special Meetings.

Except as otherwise provided in the terms of any series of preferred stock or unless otherwise provided by law or by the Corporation’s Amended and Restated Articles of Incorporation (as amended, restated, supplemented or otherwise modified from time to time, the “Articles of Incorporation”), special meetings of stockholders of the Corporation, for the transaction of such business as may properly come before the meeting, may be called only by the Secretary of the Corporation (the “Secretary”) (i) upon the written request received by the Secretary at the principal executive offices of the Corporation by or on behalf of the holder or holders of record of outstanding shares of capital stock of the Corporation, representing collectively not less than 66 ⅔% of the total voting power of the outstanding capital stock of the Corporation entitled to vote at such meeting or (ii) at the request of at least 75% of the members of the Board of Directors then in office.  Only such business may be transacted as is specified in the notice of the special meeting.  The Board of Directors shall have the sole power to determine the time, date and place, either within or without the State of Nevada, or, if so determined by the Board of Directors in its sole discretion, at no place (but rather by means of remote communication), for any special meeting of stockholders (including those meetings properly called by the Secretary in accordance with Section 1.2(i) hereof). Following such determination, it shall be the duty of the Secretary to cause notice to be given to the stockholders entitled to vote at such meeting that a meeting will be held at the time, date and place, if any, and in accordance with the record date determined by the Board of Directors.

Section 1.3              Record Date.

In order that the Corporation may determine the stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment or postponement thereof, the Board of Directors may fix, in advance, a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) calendar days nor less than ten (10) calendar days before the date of such meeting.  If the Board of Directors so fixes a record date for determining the stockholders entitled to notice of any meeting of stockholders, such date shall be the record date for determining the stockholders entitled to vote at such meeting.  In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action (collectively referred to herein as a “Distribution”), the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) calendar days prior to the date of such Distribution.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting in accordance with this Section 1.3.

Section 1.4              Notice of Meetings.

Notice of all stockholders meetings, stating the place, if any, date and hour thereof, as well as the record date for determining stockholders entitled to vote at such meeting; the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting; and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered by the Corporation in accordance with Section 5.4 of these Bylaws, applicable law and applicable stock exchange rules and regulations by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary or an Assistant Secretary or any other individual designated by the Board of Directors, to each stockholder entitled to notice of such meeting, unless otherwise provided by applicable law or the Articles of Incorporation, at least ten (10) calendar days but not more than sixty (60) calendar days before the date of the meeting.

Section 1.5              Notice of Stockholder Business.

(a)            Annual Meetings of Stockholders.

(1)            At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annual meeting, nominations for persons for election to the Board of Directors and the proposal of business to be considered by the stockholders must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof), or (iii) otherwise properly requested to be brought before the meeting by a stockholder (x) who complies with the procedures set forth in this Section 1.5 and (y) who was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such business is proposed or such nomination or nominations made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time the notice provided for in Section 1.5(a)(2) below is delivered to the Secretary and on the record date for the determination of stockholders entitled to vote at the meeting, and (z) who is entitled to vote at the meeting upon such election of directors or upon such business, as the case may be. The foregoing clause (iii) shall be the exclusive means for any stockholder to propose business to be brought before an annual meeting of the stockholders.

(2)            In addition to any other requirements under applicable law and the Corporation’s Articles of Incorporation, for a nomination for election to the Board of Directors or the proposal of business to be properly requested to be brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in proper written form to the Secretary and any such proposed business, other than the nominations of persons for election to the Board of Directors, must constitute a proper matter for stockholder action pursuant to the Articles of Incorporation, these Bylaws, and applicable law.  To be timely, a stockholder’s notice must be received at the principal executive offices of the Corporation in accordance with Section 1.12 of these Bylaws not less than ninety (90) calendar days nor more than one hundred twenty (120) calendar days prior to the first anniversary of the preceding year’s annual meeting; provided, that, in the event that the date of the annual meeting is advanced by more than twenty (20) calendar days, or delayed by more than seventy (70) calendar days, from such anniversary date, notice by the stockholder to be timely must be so received not earlier than the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which notice of the date of the meeting was communicated by the Corporation to stockholders or public announcement (as defined below) of the date of the meeting was made by the Corporation, whichever occurs first; and provided further, that for purposes of the application of Rule 14a-4(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (or any successor provision), the date for notice specified in this paragraph (a)(2) shall be the earlier of the date calculated as hereinbefore provided or the date specified in paragraph (c)(1) of Rule 14a-4.  In no event shall the public announcement of an adjournment or postponement of a meeting of stockholders commence a new time period (or extend any time period) for the giving of a stockholder notice as described herein.

To be in proper written form, such stockholder’s notice to the Secretary must be submitted in accordance with Section 1.12 of these Bylaws by a holder of record of stock entitled to vote on the nomination of directors of the Corporation and shall set forth in writing and describe in fair, accurate, and material detail (A) as to each person whom the stockholder proposes to nominate for election as a director (a “nominee”) (i) the name, age, business and residence address, and principal occupation or employment of the nominee, (ii) all information relating to such nominee that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Exchange Act, (iii) such nominee’s written consent to being named in the proxy statement and accompanying proxy card as a nominee and to serving as a director for a full term if elected, and (iv) a completed and signed questionnaire, representation and agreement required by Section 1.5(a)(3) below; (B) as to any other business that the stockholder proposes to bring before the annual meeting, (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), and (iii) any material interest of the stockholder and beneficial owner, if any, on whose behalf the proposal is made, in such business; and (C) as to such stockholder giving notice and the beneficial owner or owners, if different, on whose behalf the nomination or proposal is made, and any affiliates or associates (each within the meaning of Rule 12b-2 under the Exchange Act) of such stockholder or beneficial owner (each a “Proposing Person”) (i) the name and address, as they appear on the Corporation’s books, of such Proposing Person, (ii) the class or series and number of shares of the capital stock of the Corporation that are, directly or indirectly, owned beneficially and of record (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person (provided that for purposes of this Section 1.5, such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series and number of shares of capital stock of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future), (iii) a description of all agreements, arrangements or understandings between (or on behalf of) such Proposing Person and any other person or persons (including their names) pursuant to which the proposals or nominations are to be made by such stockholder, (iv) a representation by each Proposing Person who is a holder of record of stock of the Corporation (A) that the notice the Proposing Person is giving to the Secretary is being given on behalf of (x) such holder of record and/or (y) if different than such holder of record, one or more beneficial owners of stock of the Corporation held of record by such holder of record, (B) as to each such beneficial owner, the number of shares held of record by such holder of record that are beneficially owned by such beneficial owner, with documentary evidence of such beneficial ownership, and (C) that such holder of record is entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination set forth in its notice, (v) a representation (I) whether any such Proposing Person or nominee has received any financial assistance, funding or other consideration from any other person in respect of the nomination (and the details thereof) (a “Stockholder Associated Person”) and (II) whether and the extent to which any hedging, derivative or other transaction has been entered into with respect to the Corporation within the past twelve (12) months by, or is in effect with respect to, such Proposing Person, any person to be nominated by such Proposing Person or any Stockholder Associated Person, the effect or intent of which transaction is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such stockholder, nominee or any such Stockholder Associated Person, (vi) a representation whether any Proposing Person intends or is part of a group that intends to (I) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding voting power required to approve or adopt the proposal or elect the nominee and/or (II) otherwise solicit proxies from stockholders in support of such proposal, (vii) a representation that no Proposing Person or nominee is subject to, nor will enter into, any voting or other agreement that has not been disclosed to the Corporation and that could limit or interfere with such nominee’s ability to comply, if elected, with their fiduciary duties under applicable law, (viii) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies in support of such proposal pursuant to Section 14 of the Exchange Act, and any rules and regulations promulgated thereunder, and (ix) the information required to be included in a notice to the Corporation required by paragraph (b) of Rule 14a-19 promulgated under the Exchange Act, including a statement that such person intends to solicit the holders of shares representing at least 67% of the voting power of shares entitled to vote on the election of directors in support of director nominees other than the Corporation’s nominees.  The foregoing notice requirements of this Section 1.5 shall not apply to any proposal made pursuant to Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act.  A proposal to be made pursuant to Rule 14a-8 (or any successor thereof) promulgated under the Exchange Act shall be deemed satisfied if the stockholder making such proposal complies with the provisions of Rule 14a-8 and has notified the Corporation of his or her intention to present a proposal at an annual meeting in compliance with Rule 14a-8 and such stockholder’s proposal has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.  The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine (x) the eligibility of such proposed nominee to serve as a director of the Corporation and (y) whether the nominee would qualify as an “independent director” or “audit committee financial expert” under applicable law, securities exchange rule or regulation, or any publicly disclosed corporate governance guideline or committee charter of the Corporation. The Corporation may also require any proposed nominee to submit to interviews with the Board of Directors or any committee thereof, and such proposed nominee shall make himself or herself available for any such interviews within ten (10) business days after such interviews have been requested by the Board of Directors or any committee thereof.

(3)            To be eligible to be a nominee for election as a director of the Corporation, the candidate for nomination must deliver to the Corporation (and, with respect to a nomination made by a stockholder pursuant to this Section 1.5, in accordance with the time periods prescribed for delivery of notice under this Section 1.5): (x) a completed written questionnaire (in the form provided by the Secretary upon written request of any stockholder of record within ten (10) days of such request) with respect to the background, qualifications, stock ownership and independence of such proposed nominee and the background of any other person or entity on whose behalf the nomination is being made, and (y) a written representation and agreement (in the form provided by the Corporation upon written request) that such candidate for nomination (A) is not and, if elected as a director during his or her term in office, will not become a party to (1) any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such proposed nominee, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation in such representation and agreement or (2) any Voting Commitment that could limit or interfere with such proposed nominee’s ability to comply, if elected as a director of the Corporation, with such proposed nominee’s fiduciary duties under applicable law, (B) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with such proposed nominee’s nomination or service or action as a director that has not been disclosed to the Corporation in such representation and agreement, (C) would be in compliance, if elected as a director of the Corporation, and will comply with the Corporation’s code of business conduct and ethics, corporate governance guidelines, stock ownership and trading policies and guidelines, and any other policies or guidelines of the Corporation applicable to directors and in effect during such proposed nominee’s term in office as a director (and, if requested by or on behalf of any candidate for nomination, the secretary of the Corporation will provide to such candidate for nomination all such policies and guidelines then in effect), and (D) currently intends to serve as a director for the full term for which such person is standing for election.

(4)            Notwithstanding anything in paragraph (a)(2) of this Section 1.5 to the contrary, in the event that the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) calendar days prior to the first anniversary date of the immediately preceding annual meeting, a stockholder’s notice required by this Section 1.5 shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the Corporation. For purposes of the first annual meeting of stockholders of the Corporation, the first anniversary date shall be May 12, 2026.

(5)            Notwithstanding anything to the contrary set forth herein, unless otherwise required by law, if any stockholder or Proposing Person (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act with respect to any proposed nominee and (ii) subsequently fails to comply with the requirements of Rule 14a-19 under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder has met the requirements of Rule 14a-19(a)(3) under the Exchange Act in accordance with the following sentence), then the nomination of each such proposed nominee shall be disregarded, notwithstanding that the nominee is included as a nominee in the Corporation’s proxy statement, notice of meeting or other proxy materials for any annual meeting (or any supplement thereto) and notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). If any stockholder or Proposing Person provides notice pursuant to Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five business days prior to the date of the meeting and any adjournment or postponement thereof, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act.

(b)            Special Meetings of Stockholders.  Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.  In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote at such meeting who was a stockholder of record of the Corporation (and, with respect to any beneficial owner, if different, on whose behalf such nomination or nominations are made, only if such beneficial owner was the beneficial owner of shares of the Corporation) both at the time the notice provided for in paragraph (a)(2) of this Section 1.5 is delivered to the Secretary and on the record date for the determination of stockholders entitled to vote at the special meeting may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice meeting the requirements of paragraph (a)(2) of this Section 1.5 (substituting special meeting for annual meeting as applicable) shall be received by the Secretary at the principal executive offices of the Corporation in accordance with Section 1.12 of these Bylaws not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting; provided, however, that a stockholder may nominate persons for election at a special meeting only to such directorship(s) as specified in the Corporation’s notice of the meeting.  In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(c)            Updating and Supplementing of Stockholder Information.  A stockholder providing notice of nominations of persons for election to the Board of Directors at an annual or special meeting of stockholders or notice of business proposed to be brought before an annual meeting of stockholders shall further update and supplement such notice so that the information provided or required to be provided in such notice pursuant to paragraph (a)(2) of this Section 1.5 shall be true and correct both as of the record date for the determination of stockholders entitled to notice of the meeting and as of the date that is ten (10) business days before the meeting or any adjournment or postponement thereof, and such updated and supplemental information shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation (a) in the case of information that is required to be updated and supplemented to be true and correct as of the record date for the determination of stockholders entitled to notice of the meeting, not later than the later of five (5) business days after such record date or five (5) business days after the public announcement of such record date, and (b) in the case of information that is required to be updated and supplemented to be true and correct as of ten (10) business days before the meeting or any adjournment or postponement thereof, not later than eight (8) business days before the meeting or any adjournment or postponement thereof (or if not practicable to provide such updated and supplemental information not later than eight (8) business days before any adjournment or postponement, on the first practicable date before any such adjournment or postponement). For the avoidance of doubt, the obligation to update and supplement as set forth in this Section 1.5(c) or any other Section of these Bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or resolutions proposed to be brought before a meeting of the stockholders.

(d)            General.

(1)            Only such persons who are nominated in accordance with the procedures set forth in this Section 1.5 shall be eligible to be elected at an annual or special meeting of stockholders of the Corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.5.  Further, notwithstanding the provisions of this Section 1.5, unless otherwise required by law, (x) a stockholder shall not solicit proxies in support of director nominees other than the Corporation’s nominees unless such stockholder has complied with Rule 14a-19 promulgated under the Exchange Act in connection with the solicitation of such proxies, and (y) if any stockholder (A) provides notice of the information required by Rule 14a-19(b) promulgated under the Exchange Act and (B) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) promulgated under the Exchange Act, including the provision to the Corporation of notice required with respect to such nomination(s) in a timely manner, then the nomination of each person nominated by such stockholder for election as a director shall be disregarded, notwithstanding that proxies or votes in respect to the election of the candidate for nomination may have been received by the Corporation (which proxies and votes shall be disregarded). Upon request by the Corporation, if any stockholder provides notice of the information required by Rule 14a-19(b) promulgated under the Exchange Act, such stockholder shall deliver to the Corporation, no later than five (5) business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (i) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.5 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representation as required by clause (a)(2)(C)(vi) of this Section 1.5) and (ii) if any proposed nomination or proposed business was not made or proposed in compliance with this Section 1.5, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted.

(2)            In addition, a stockholder or stockholders providing notice of a nomination pursuant to this Section 1.5 shall have no right to substitute or replace any proposed nominee unless such substitute or replacement is nominated in accordance with this Section 1.5 (including the timely provision of all information and certifications with respect to such substitute or replacement proposed nominee in accordance with the deadlines in this Section 1.5). If the Corporation provides notice to a stockholder that the number of proposed nominees proposed by such stockholder exceeds the number of directors to be elected at a meeting, the stockholder must provide written notice to the Corporation within five (5) business days stating the names of the proposed nominees that have been withdrawn so that the number of proposed nominees proposed by such stockholder no longer exceeds the number of directors to be elected at a meeting. If any individual who is nominated in accordance with this Section 1.5 becomes unwilling or unable to serve on the Board of Directors, then the nomination of such proposed nominee shall be disregarded, notwithstanding that proxies or votes in respect to the election of the proposed nominee may have been received by the Corporation. Further, notwithstanding the foregoing provisions of this Section 1.5, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present the nomination to the Board of Directors or to present the proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.  For purposes of this Section 1.5, to be considered a qualified representative of the stockholder, a person must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(3)            For purposes of this Section 1.5, (i) “public announcement” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act, and (ii) “business day” shall mean any day, other than Saturday, Sunday and any day on which banks located in the State of New York are authorized or obligated by applicable law to close.

(4)            Notwithstanding the foregoing provisions of this Section 1.5, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 1.5; provided, however, that any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations to be considered pursuant to this Section 1.5, and compliance with this Section 1.5 shall be the exclusive means for a stockholder to make director nominations.  Nothing in this Section 1.5 shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any series of preferred stock to elect directors pursuant to any applicable provisions of the Corporation’s Articles of Incorporation.

Section 1.6              Quorum.

Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by law or in the Articles of Incorporation or these Bylaws, at any meeting of stockholders, the holders of a majority in total voting power of the outstanding shares of stock entitled to vote at the meeting shall be present or represented by proxy, regardless of whether the proxy has authority to vote on any matter, in order to constitute a quorum for the transaction of any business.  The chairman of the meeting shall have the power and duty to determine whether a quorum is present at any meeting of the stockholders.  Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or any subsidiary of the Corporation to vote stock, including, but not limited to, its own stock, held by it in a fiduciary capacity.  In the absence of a quorum, the chairman of the meeting may adjourn or postpone the meeting from time to time in the manner provided in Section 1.7 hereof until a quorum shall be present.

Section 1.7              Adjournment.

Any meeting of stockholders, annual or special, may be adjourned from time to time solely by the chairman of the meeting because of the absence of a quorum or for any other reason (including to address technical failures to convene or continue a meeting using remote communication) and to reconvene at the same or some other time, date and place, if any, or by means of remote communication.  Notice need not be given of any such adjourned meeting if the time, date and place, if any, and the means of remote communications, if any, thereof are (a) announced at the meeting at which the adjournment is taken, (b) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication, (c) set forth in the notice of meeting given in accordance with this Article I or (d) provided in any other manner permitted by the Nevada Revised Statutes (as the same may be amended from time to time, the “NRS”).  The chairman of the meeting shall have full power and authority to adjourn a stockholder meeting in his sole discretion even over stockholder opposition to such adjournment.  The stockholders present at a meeting shall not have the authority to adjourn the meeting.  If the time, date and place, if any, thereof, and the means of remote communication, if any, by which the stockholders and the proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken, displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxyholders to participate in the meeting by means of remote communication, or set forth in the notice of meeting, and the adjournment is for less than sixty (60) calendar days, no notice need be given of any such adjourned meeting.  If the adjournment is for more than sixty (60) calendar days or if after the adjournment a new record date for determining stockholders entitled to vote at the adjourned meeting is fixed for the adjourned meeting, then notice shall be given to each stockholder entitled to vote at the meeting.  At the adjourned meeting, the stockholders may transact any business that might have been transacted at the original meeting.

Section 1.8              Organization.

The Chairman of the Board, or in the Chairman of the Board’s absence or at the Chairman of the Board’s direction, the President, or in the President’s absence or at the President’s direction, any officer of the Corporation, shall call to order meetings of stockholders and preside over and act as chairman of such meetings.  The Board of Directors or, if the Board of Directors fails to act, the stockholders, may appoint any stockholder, director or officer of the Corporation to act as chairman of any meeting in the absence of the Chairman of the Board, the President and other officers.  The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at a meeting shall be determined by the chairman of the meeting and announced at the meeting.  The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate.  Unless otherwise determined by the Board of Directors, the chairman of the meeting shall have the exclusive right and authority to determine the agenda and order of business and to prescribe other such rules, regulations and procedures and shall have the authority in his or her discretion to convene and regulate the conduct of any such meeting.  Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following:  (i) rules and procedures for maintaining order at the meeting and the safety of those present; (ii) limitations on attendance at or participation in the meeting to stockholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iii) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (iv) limitations on the time allotted to questions or comments by participants.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

The Secretary, or in the Secretary’s absence, any Assistant Secretary, shall act as secretary of all meetings of stockholders, but, in the absence of the Secretary or an Assistant Secretary, the chairman of the meeting may appoint any other person to act as secretary of the meeting.

Section 1.9              Postponement or Cancellation of Meeting.

Any previously scheduled annual or special meeting of the stockholders may be postponed, rescheduled or canceled by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

Section 1.10              Voting.

Subject to the rights of the holders of any series of preferred stock and except as otherwise provided by law, the Articles of Incorporation or these Bylaws and except for the election of directors, at any meeting duly called and held at which a quorum is present, the affirmative vote of a majority of the combined voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders.  Subject to the rights of the holders of any series of preferred stock, at any meeting duly called and held for the election of directors at which a quorum is present, directors shall be elected by a plurality of the combined voting power of the outstanding shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

Any stockholders directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use of the Board of Directors.

Section 1.11              Remote Communications.

For purposes of these Bylaws, if authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders may, by means of remote communication (including any form of communication described in subsection 4 of NRS 78.320):

(a)            participate in a meeting of stockholders; and

(b)            be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrent with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Such participation in a meeting by such means shall constitute presence in person at such meeting.

Section 1.12              Delivery to the Corporation.

Whenever this Article I requires one or more persons (including a record or beneficial owner of shares of the Corporation) to deliver a document or information to the Corporation or any officer, employee or agent thereof (including any notice, request, questionnaire, revocation, representation or other document or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission) and shall be delivered to the principal executive offices of the Corporation exclusively by hand (including, without limitation, by overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered.

ARTICLE II
BOARD OF DIRECTORS

Section 2.1              Number and Term of Office.

(a)            Subject to any limitations set forth in the Articles of Incorporation and to any provision of the NRS relating to the powers or rights conferred upon or reserved to the stockholders or the holders of any class or series of the issued and outstanding stock of the Corporation, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.  Subject to any rights of the holders of any series of preferred stock to elect additional directors, the Board of Directors shall be comprised of not less than three (3) members and the exact number will be fixed from time to time by the Board of Directors by resolution adopted by the affirmative vote of not less than 75% of the members of the Board of Directors then in office.  Directors need not be stockholders of the Corporation.  The Board of Directors shall nominate the persons serving as Chairman of the Board and Chief Executive Officer for election as directors at any meeting at which such persons are subject to election as directors.

(b)            Except as otherwise fixed by the Articles of Incorporation relating to the rights of the holders of any series of preferred stock to separately elect additional directors, which additional directors are not required to be classified pursuant to the terms of such series of preferred stock (the “Preferred Stock Directors”), the Board of Directors will be divided into three (3) classes:  Class I, Class II and Class III.  Each class shall consist, as nearly as possible, of a number of directors equal to one-third (1/3) of the then authorized number of members of the Board of Directors (other than the Preferred Stock Directors).  The term of office of the initial Class I directors shall expire at the annual meeting of stockholders in 2026; the term of office of the initial Class II directors shall expire at the annual meeting of stockholders in 2027; and the term of office of the initial Class III directors will expire at the annual meeting of stockholders in 2028.  At each annual meeting of stockholders of the Corporation the successors of the class of directors whose term expires at that meeting shall be elected to hold office in accordance with Section B of Article V of the Articles of Incorporation for a term expiring at the annual meeting of stockholders held in the third year following the year of their election.  The directors of each class will hold office until the expiration of the term of such class and until their respective successors are elected and qualified or until such director’s earlier death, resignation or removal.

Section 2.2              Resignations.

Any director of the Corporation, or any member of any committee, may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the President or Secretary.  Any such resignation shall take effect at the time specified therein or, if the time be not specified therein, then upon receipt thereof.  The acceptance of such resignation shall not be necessary to make it effective unless otherwise stated therein.

Section 2.3              Removal of Directors.

Directors may be removed from office only in accordance with Article V, Section C of the Articles of Incorporation.

Section 2.4              Newly Created Directorships and Vacancies.

Subject to the rights of the holders of any series of preferred stock, vacancies on the Board of Directors resulting from death, resignation, removal, disqualification or other cause, and newly created directorships resulting from any increase in the number of directors on the Board of Directors, will be filled only by the affirmative vote of a majority of the remaining directors then in office (even though less than a quorum) or by the sole remaining director.  Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the vacancy occurred or to which the new directorship is apportioned, and until such director’s successor will have been elected and qualified or until such director’s earlier death, resignation or removal.  No decrease in the number of directors constituting the Board of Directors will shorten the term of any incumbent director, except as may be provided in the terms of any series of preferred stock with respect to any additional director elected by the holders of such series of preferred stock.  If at any time, by reason of death or resignation or other cause, the Corporation should have no directors in office, then any officer or any stockholder may call a special meeting of stockholders in the same manner that the Board of Directors may call such a meeting, and directors for the unexpired terms may be elected at such special meeting.

Section 2.5              Meetings.

Regular meetings of the Board of Directors shall be held on such dates and at such times and places, within or without the State of Nevada, as shall from time to time be determined by the Board of Directors, such determination to constitute the only notice of such regular meetings to which any director shall be entitled.  In the absence of any such determination, such meeting shall be held, upon notice to each director in accordance with Section 2.6 of this Article II, at such times and places, within or without the State of Nevada, as shall be designated in the notice of meeting.

Special meetings of the Board of Directors shall be held at such times and places, if any, within or without the State of Nevada, as shall be designated in the notice of the meeting in accordance with Section 2.6 hereof.  Special meetings of the Board of Directors may be called by the Chairman of the Board, and shall be called by the Chief Executive Officer, President or Secretary upon the written request of not less than 75% of the members of the Board of Directors then in office.

Section 2.6              Notice of Meetings.

The Secretary, or in his absence any other officer of the Corporation, shall give each director notice of the time and place of holding of any regular meetings (if required) or special meetings of the Board of Directors, in accordance with Section 5.4 of these Bylaws, by mail at least ten (10) calendar days before the meeting, or by courier service at least three (3) calendar days before the meeting, or by facsimile transmission, electronic mail or other electronic transmission, or personal service, in each case, at least twenty-four (24) hours before the meeting, unless notice is waived in accordance with Section 5.4 of these Bylaws.  Unless otherwise stated in the notice thereof, any and all business may be transacted at any meeting without specification of such business in the notice.

Section 2.7              Meetings by Conference Telephone or Other Communications.

Members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of electronic communications, videoconferencing, teleconferencing or other available technology (including any form of communication described in subsection 3 of NRS 78.315) if the Corporation has implemented reasonable measures to: (a) verify the identity of each person participating through such means as a director or member of the governing body or committee, as the case may be; and (b) provide the directors or members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the directors or members, as the case may be, including an opportunity to communicate and to read or hear the proceedings of the meeting in a substantially concurrent manner with such proceedings. Such participation in a meeting by such means shall constitute presence in person at such meeting.

Section 2.8              Quorum and Organization of Meetings.

A majority of the total number of members of the Board of Directors then in office shall constitute a quorum for the transaction of business, but, if at any meeting of the Board of Directors (whether or not adjourned from a previous meeting) there shall be less than a quorum present, a majority of those present may adjourn the meeting to another time, date and place, and the meeting may be held as adjourned without further notice or waiver.  Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, a majority of the directors present at any meeting at which a quorum is present may decide any question brought before such meeting.  Meetings shall be presided over by the Chairman of the Board or in his absence by such other person as the directors may select.  The Board of Directors shall keep written minutes of its meetings.  The Secretary shall act as secretary of the meeting, but in his absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as alternate members of any committee to replace absent or disqualified members at any meeting of such committee.  Unless the Board of Directors designates alternate members pursuant to the prior sentence, if a member of a committee shall be absent from any meeting, or disqualified from voting thereat, the remaining member or members present and not disqualified from voting, whether or not such member or members constitute a quorum, may, by a unanimous vote, appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.  Any such committee, to the extent provided in a resolution of the Board of Directors passed as aforesaid, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be impressed on all papers that may require it, but no such committee shall have the power or authority of the Board of Directors in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by the laws of the State of Nevada to be submitted to the stockholders for approval or (ii) adopting, amending or repealing any Bylaw of the Corporation.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.  Unless otherwise specified in the resolution of the Board of Directors designating a committee, at all meetings of such committee a majority of the total number of members of the committee shall constitute a quorum for the transaction of business, and the vote of a majority of the members of the committee present at any meeting at which there is a quorum shall be the act of the committee.  Each committee shall keep written minutes of its meetings.  Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business.  In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these Bylaws.

Section 2.9              Indemnification.

The Corporation will indemnify members of the Board of Directors and officers of the Corporation and their respective heirs, personal representatives and successors in interest for or on account of any action performed on behalf of the Corporation, to the fullest extent permitted by the laws of the State of Nevada and the Corporation’s Articles of Incorporation, as now or hereafter in effect.

Section 2.10              Indemnity Undertaking.

To the extent not prohibited by law, the Corporation shall indemnify any person who is or was, or is threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (a “Proceeding”), whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the Corporation to procure a judgment in its favor, by reason of the fact that such person, or a person of whom such person is the legal representative, is or was a director or officer of the Corporation, or is or was serving in any capacity at the request of the Corporation for any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprises (an “Other Entity”), against all judgments, fines, penalties, excise taxes, amounts paid in settlement and costs, charges and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding.  Persons who are not directors or officers of the Corporation may be similarly indemnified in respect of service to the Corporation or to an Other Entity at the request of the Corporation to the extent the Board of Directors at any time specifies that such persons are entitled to the benefits of this Section 2.10.  Except as otherwise provided in Section 2.12 hereof, the Corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by the person was authorized by the Board of Directors.

Section 2.11              Advancement of Expenses.

The Corporation shall, from time to time, reimburse or advance to any director, officer or other person entitled to indemnification hereunder the funds necessary for payment of expenses, including attorneys’ fees, incurred in connection with any Proceeding in advance of the final disposition of such Proceeding upon receipt by the Corporation of an undertaking, by or on behalf of such director or officer or such person, to repay the amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that such director, officer or other person is not entitled to be indemnified for such expenses.  Except as otherwise provided in Section 2.12 hereof, the Corporation shall be required to reimburse or advance expenses incurred by a person in connection with a proceeding (or part thereof) commenced by such person only if the commencement of such proceeding (or part thereof) by the person was authorized by the Board of Directors.

Section 2.12              Claims.

If a claim for indemnification or reimbursement or advancement of expenses under this Article II is not paid in full within sixty  (60) calendar days after a written claim therefor by the person seeking indemnification or reimbursement or advancement of expenses has been received by the Corporation, the person may file suit to recover the unpaid amount of such claim and, if successful, in whole or in part, shall be entitled to be paid the expense (including attorneys’ fees) of prosecuting such claim to the fullest extent permitted by Nevada law.  In any such action the Corporation shall have the burden of proving that the person seeking indemnification or reimbursement or advancement of expenses is not entitled to the requested indemnification, reimbursement or advancement of expenses under applicable law.

Section 2.13              Amendment, Modification or Repeal.

Any amendment, modification or repeal of the foregoing provisions of this Article II shall not adversely affect any right or protection hereunder of any person entitled to indemnification under Section 2.9 hereof in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Section 2.14              Executive Committee of the Board of Directors.

The Board of Directors, by the affirmative vote of not less than 75% of the members of the Board of Directors then in office, may designate an executive committee, all of whose members shall be directors, to manage and operate the affairs of the Corporation or particular properties or enterprises of the Corporation.  Subject to the limitations of the law of the State of Nevada, the Articles of Incorporation and Section 2.8 hereof, such executive committee shall exercise all powers and authority of the Board of Directors in the management of the business and affairs of the Corporation including, but not limited to, the power and authority to authorize the issuance of shares of common or preferred stock.  The executive committee shall keep written minutes of its meetings and report to the Board of Directors not less often than quarterly on its activities and shall be responsible to the Board of Directors for the conduct of the enterprises and affairs entrusted to it.  Regular meetings of the executive committee, of which no notice shall be necessary, shall be held at such time, dates and places, if any, as shall be fixed by resolution adopted by the executive committee.  Special meetings of the executive committee shall be called at the request of the Chief Executive Officer or of any member of the executive committee, and shall be held upon such notice as is required by these Bylaws for special meetings of the Board of Directors, provided that oral notice by telephone or otherwise, or notice by electronic transmission shall be sufficient if received not later than the day immediately preceding the day of the meeting.

Section 2.15              Other Committees of the Board of Directors.

The Board of Directors may by resolution establish committees other than an executive committee and shall specify with particularity the powers and duties of any such committee.  Subject to the limitations of the laws of the State of Nevada, the Articles of Incorporation and Section 2.8 hereof, any such committee shall exercise all powers and authority specifically granted to it by the Board of Directors, which powers may include the authority to authorize the issuance of shares of common or preferred stock.  Such committees shall serve at the pleasure of the Board of Directors, keep written minutes of their meetings and have such names as the Board of Directors by resolution may determine. Each committee acts under the power delegated to it by the Board of Directors and must exercise its respective powers in good faith and with a view to the interests of the Corporation.

Section 2.16              Directors’ Compensation.

Directors shall receive such compensation for attendance at any meetings of the Board of Directors and any expenses incidental to the performance of their duties as the Board of Directors shall determine by resolution.  Such compensation may be in addition to any compensation received by the members of the Board of Directors in any other capacity.

Section 2.17              Action Without Meeting.

Nothing contained in these Bylaws shall be deemed to restrict the power of members of the Board of Directors or any committee designated by the Board of Directors to take any action required or permitted to be taken by them without a meeting in accordance with Section 78.315 of the NRS; provided, however, that if such action is taken without a meeting by written consent, a director may use any form of signature for such written consent authorized by Section 75.070 of the NRS, including, without limitation, an electronic signature as defined in Section 719.100 of the NRS.

Section 2.18              Chairman of the Board of Directors.

The Board of Directors shall elect a Chairman of the Board of Directors (the “Chairman of the Board”) from among the members of the Board of Directors.  The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors, at which he is present, and perform such other duties and exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

ARTICLE III
OFFICERS

Section 3.1              Executive Officers.

The Board of Directors shall elect from its own number, a Chief Executive Officer and a President.  The Board of Directors may also elect such Vice Presidents as in the opinion of the Board of Directors the business of the Corporation requires, a Treasurer and a Secretary, any of whom may or may not be directors.  The Board of Directors may also elect, from time to time, such other or additional officers as in its opinion are desirable for the conduct of business of the Corporation and such officers shall hold office at the pleasure of the Board of Directors; provided, however, that the Chief Executive Officer shall not hold any other office except that the Chief Executive Officer may serve as President.

Section 3.2              Powers and Duties of Officers.

The Chief Executive Officer shall, subject to the authority of the Board of Directors, have overall responsibility for the management and direction of the business and affairs of the Corporation and shall exercise such duties as customarily pertain to the office of chief executive officer and such other duties as may be prescribed from time to time by the Board of Directors.  The Chief Executive Officer shall be the senior officer of the Corporation and in case of the inability or failure of the President to perform his or her duties, the Chief Executive Officer shall perform the duties of the President.  In the absence or disability of the Chairman of the Board, the Chief Executive Officer shall perform the duties and exercise the powers of the Chairman of the Board.  The Chief Executive Officer may appoint and terminate the appointment or election of officers, agents or employees other than those appointed or elected by the Board of Directors.  The Chief Executive Officer may sign, execute and deliver, in the name of the Corporation, powers of attorney, contracts, bonds and other obligations.  The Chief Executive Officer shall perform such other duties as may be prescribed from time to time by the Board of Directors or these Bylaws.

The President of the Corporation shall be under the direction of the Chief Executive Officer and shall exercise such powers and duties as may be delegated by the Chief Executive Officer and such other duties as may be prescribed from time to time by the Board of Directors or assigned to him or her by these Bylaws.  The President may sign, execute and deliver, in the name of the Corporation, powers of attorney, contracts, bonds and other obligations.

Vice Presidents shall have such powers and perform such duties as may be assigned to them by the Chief Executive Officer, the President, the executive committee, if any, or the Board of Directors.  A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties which implement policies established by the Board of Directors.

Unless the Board of Directors otherwise declares by resolution, the Treasurer shall have general custody of all the funds and securities of the Corporation and general supervision of the collection and disbursement of funds of the Corporation.  The Treasurer shall endorse for collection on behalf of the Corporation checks, notes and other obligations, and shall deposit the same to the credit of the Corporation in such bank or banks or depository as the Board of Directors may designate.  The Treasurer may sign, with the Chief Executive Officer, President or such other person or persons as may be designated for the purpose by the Board of Directors, all bills of exchange or promissory notes of the Corporation.  The Treasurer shall enter or cause to be entered regularly in the books of the Corporation a full and accurate account of all moneys received and paid by him or her on account of the Corporation, shall at all reasonable times exhibit his or her books and accounts to any director of the Corporation upon application at the office of the Corporation during business hours and, whenever required by the Board of Directors, the Chief Executive Officer, or the President, shall render a statement of his or her accounts.  The Treasurer shall perform such other duties as may be prescribed from time to time by the Board of Directors or by these Bylaws.  The Treasurer may be required to give bond for the faithful performance of his or her duties in such sum and with such surety as shall be approved by the Board of Directors.  Any Assistant Treasurer shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

The Secretary shall keep the minutes of all meetings of the stockholders and of the Board of Directors.  The Secretary shall cause notice to be given of meetings of stockholders, of the Board of Directors, and of any committee appointed by the Board of Directors.  The Secretary shall have custody of the corporate seal, minutes and records relating to the conduct and acts of the stockholders and Board of Directors, which shall, at all reasonable times, be open to the examination of any director.  The Secretary or any Assistant Secretary may certify the record of proceedings of the meetings of the stockholders or of the Board of Directors or resolutions adopted at such meetings, may sign or attest certificates, statements or reports required to be filed with governmental bodies or officials, may sign acknowledgments of instruments, may give notices of meetings and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 3.3              Bank Accounts.

In addition to such bank accounts as may be authorized in the usual manner by resolution of the Board of Directors, the Treasurer, with approval of the Chief Executive Officer or the President, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he or she may deem necessary or appropriate, provided payments from such bank accounts are to be made upon and according to the check of the Corporation, which may be signed jointly or singularly by either the manual or facsimile signature or signatures of such officers or bonded employees of the Corporation as shall be specified in the written instructions of the Treasurer or Assistant Treasurer of the Corporation with the approval of the Chief Executive Officer or the President of the Corporation.

Section 3.4              Proxies; Stock Transfers.

Unless otherwise provided in the Articles of Incorporation or directed by the Board of Directors, the Chief Executive Officer or the President or any Vice President or their designees shall have full power and authority on behalf of the Corporation to attend and to vote upon all matters and resolutions at any meeting of stockholders of any corporation in which this Corporation may hold stock, and may exercise on behalf of this Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, whether regular or special, and at all adjournments thereof, and shall have power and authority to execute and deliver proxies and consents on behalf of this Corporation in connection with the exercise by this Corporation of the rights and powers incident to the ownership of such stock, with full power of substitution or revocation.  Unless otherwise provided in the Articles of Incorporation or directed by the Board of Directors, the Chief Executive Officer or the President or any Vice President or their designees shall have full power and authority on behalf of the Corporation to transfer, sell or dispose of stock of any corporation in which this Corporation may hold stock.

ARTICLE IV
CAPITAL STOCK

Section 4.1              Shares.

Unless specified in the resolution of the Board of Directors approving an issuance of shares that the shares of the Corporation being issued in connection therewith shall be certificated, the shares of the Corporation shall be uncertificated shares that may be evidenced by a book-entry system maintained by the registrar of such stock or otherwise uncertificated in accordance with Nevada law.  Certificates (if any) shall be signed by or in the name of the Corporation by any two authorized officers of the Corporation, and sealed with the seal of the Corporation.  Such seal may be a facsimile, engraved or printed.  Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation, or the registrar or transfer agent with respect to such shares, shall send to the registered owner thereof a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to Sections 78.235 or 78.242 of the NRS. At least annually thereafter, the Corporation, or the transfer agent of such stock, shall provide to stockholders of record a written confirmation of such information as may be required by NRS 78.235. Each stockholder of record of uncertificated shares, by acceptance of uncertificated shares, consents to receipt of such information statements by electronic communication at the address for electronic mail or other mode of electronic communications, if any, as may be on the records of the Corporation or its registrar, or, if no such address is provided, such stockholder undertakes to create an account on the registrar’s online site for stockholders and consents to receipt of such information by that means of communication.

Any of or all the signatures on a certificate may be facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such an officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such officer, transfer agent or registrar had not ceased to hold such position at the time of its issuance.

Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 4.2              Transfer of Shares.

(a)            Upon surrender to the Corporation or the transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.  Upon receipt of proper transfer instructions from the registered owner of uncertificated shares such uncertificated shares shall be cancelled, and the issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Corporation.

(b)            The stockholder of record is the person whose name appears on the stock ledger of the Corporation as the owner of record of shares of any class or series of the stock of the Corporation, and the term does not include a beneficial owner of shares who is not simultaneously the owner of record of such shares as indicated in the stock ledger. The stockholder of record shall be deemed by the Corporation to be the owner thereof for all purposes, and the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Nevada.

Section 4.3              Lost Certificates.

The Board of Directors or any transfer agent of the Corporation may direct a new certificate or certificates or uncertificated shares representing stock of the Corporation to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates or uncertificated shares, the Board of Directors (or any transfer agent of the Corporation authorized to do so by a resolution of the Board of Directors) may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to give the Corporation a bond in such sum as the Board of Directors (or any transfer agent so authorized) shall direct to indemnify the Corporation and the transfer agent against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificates or uncertificated shares, and such requirement may be general or confined to specific instances.

Section 4.4              Transfer Agent and Registrar.

The Board of Directors may appoint one or more transfer agents and one or more registrars, and may require all certificates for shares to bear the manual or facsimile signature or signatures of any of them. The transfer agent and registrar may be the same person or entity.

Section 4.5              Regulations.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer, registration, cancellation and replacement of certificates representing stock of the Corporation or uncertificated shares, which rules and regulations shall comply in all respects with the rules and regulations of the transfer agent.

ARTICLE V
GENERAL PROVISIONS

Section 5.1              Offices.

The Corporation shall maintain a registered office in the State of Nevada as required by the laws of the State of Nevada.  The Corporation may also have offices in such other places, either within or without the State of Nevada, as the Board of Directors may from time to time designate or as the business of the Corporation may require.

Section 5.2              Corporate Seal.

The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal” and “Nevada.”

Section 5.3              Fiscal Year.

The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

Section 5.4              Notices and Waivers Thereof.

Whenever any notice is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws to be given by the Corporation to any stockholder, director or officer, such notice, except as otherwise provided by law, may be given personally, by mail, by courier service, by electronic mail or by other electronic transmission permissible under applicable law.  Any notice given by electronic mail shall be deemed to have been given when it shall have been directed to such stockholder’s, director’s or officer’s electronic mail address as it appears on the records of the Corporation unless, in the case of a stockholder, such stockholder has notified the Corporation in writing by mail (or personally or by courier service) or by electronic mail of an objection to receiving notice by electronic mail, or consent for receipt of such notice by electronic mail is deemed revoked pursuant to Section 75.150(3) of the NRS, any notice given by mail shall be deemed to have been given when deposited in the United States mail with postage thereon prepaid directed to such stockholder, director, or officer, as the case may be, at such stockholder’s, director’s, or officer’s, as the case may be, address as it appears in the records of the Corporation, and any notice given by courier service shall be deemed to have been given on the earlier of when such notice is received or left at such stockholder’s, director’s or officer’s, as the case may be, address as it appears in the records of the Corporation.  An affidavit of the Secretary or Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given by personal delivery, by mail, by courier service, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Whenever any notice is required to be given by law, the Articles of Incorporation, or these Bylaws to the person entitled to such notice, a waiver thereof, in writing signed by the person, or by electronic transmission, whether before or after the meeting or the time stated therein, shall be deemed equivalent in all respects to such notice to the full extent permitted by law.  If such waiver is given by electronic transmission, the electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the person waiving notice.  In addition, notice of any meeting of the Board of Directors, or any committee thereof, need not be given to any director if such director shall sign the minutes of such meeting or attend the meeting, except that if such director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened, then such director shall not be deemed to have waived notice of such meeting.

To the fullest extent permitted by Section 78.370 of the NRS, or other applicable law, if the Corporation is a publicly traded corporation on the record date for a meeting of its stockholders, notice to the stockholders with respect thereto may be satisfied by the Corporation’s timely filing, pursuant to Section 14(a) of the Exchange Act, of a proxy statement or an amendment thereto.

Section 5.5              Saving Clause.

These Bylaws are subject to the provisions of the Articles of Incorporation and applicable law.  In the event any provision of these Bylaws is inconsistent with the Articles of Incorporation or the corporate laws of the State of Nevada, such provision shall be invalid to the extent only of such conflict, and such conflict shall not affect the validity of any other provision of these Bylaws.

Section 5.6              Amendments.

In furtherance and not in limitation of the powers conferred by the laws of the State of Nevada, the Board of Directors is hereby expressly authorized and empowered to adopt, amend or repeal any provision of these Bylaws in accordance with Article V, Section F of the Articles of Incorporation.

Subject to the rights of the holders of any series of preferred stock, these Bylaws may be adopted, amended or repealed by the affirmative vote of the holders of not less than 66 ⅔% of the total voting power of the then outstanding capital stock of the Corporation entitled to vote thereon; provided, however, that this paragraph shall not apply to, and no vote of the stockholders of the Corporation shall be required to authorize, the adoption, amendment or repeal of any provision of these Bylaws by the Board of Directors in accordance with the preceding paragraph.

Section 5.7              Gender/Number.

As used in these Bylaws, the masculine, feminine, or neuter gender, and the singular and plural number, shall include the other whenever the context so indicates.

Section 5.8              Electronic Transmission.

For purposes of these Bylaws:

(a)            “electronic transmission” shall have the meaning given such term in Section 75.050 of the NRS; (b)            “electronic mail” means an electronic transmission directed to a unique electronic mail address (which electronic mail shall be deemed to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact information of an officer or agent of the Corporation who is available to assist with accessing such files and information); and

(c)            “electronic mail address” means destination, commonly expressed as a string of characters, consisting of a unique user name or mailbox (commonly referred to as the “local part” of the address) and a reference to an internet domain (commonly referred to as the “domain part” of the address), whether or not displayed, to which electronic mail can be sent or delivered.

Exhibit 3.3

CERTIFICATE OF DESIGNATIONS

OF

12% SERIES A CUMULATIVE REDEEMABLE NON-VOTING PREFERRED STOCK

OF

GCI LIBERTY, INC.

GCI Liberty, Inc., a corporation organized and existing under the laws of the State of Nevada (the “Corporation”), does hereby certify that, pursuant to the authority contained in the Corporation’s Articles of Incorporation (as amended from time to time to time, the “Articles of Incorporation”) and pursuant to Section 78.1955 of the Nevada Revised Statutes (the “NRS”), and in accordance with the provisions of the resolution creating a series of the class of the Corporation’s authorized Preferred Stock designated as 12% Series A Cumulative Redeemable Non-Voting Preferred Stock as follows:

FIRST: The Articles of Incorporation authorize the issuance by the Corporation of 50,000,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), and, further, authorize the Board of Directors of the Corporation, by resolution or resolutions, at any time and from time to time, to divide and establish any or all of the unissued shares of Preferred Stock not then allocated to any series into one or more series and, without limiting the generality of the foregoing, to fix and determine the designation of each such share, the number of shares which constitute such series and certain preferences, limitations and relative rights of the shares of each series so established.

SECOND: By Unanimous Written Consent of the Board of Directors on May 5, 2025, the Board of Directors designated 10,000 shares of Preferred Stock as 12% Series A Cumulative Redeemable Non-Voting Preferred Stock, par value $0.01 per share, pursuant to a resolution providing that a series of Preferred Stock of the Corporation be and hereby is created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows:

12% SERIES A CUMULATIVE REDEEMABLE NON-VOTING PREFERRED STOCK

1.            Designation and Amount. The designation of the series of Preferred Stock authorized hereby is 12% Series A Cumulative Redeemable Non-Voting Preferred Stock (the “Series A Preferred Stock”). The total number of the authorized and unissued shares of the Preferred Stock designated as the Series A Preferred Stock initially shall be 10,000.

2.            Certain Definitions. For purposes of this Certificate of Designations, the following terms shall have the meanings ascribed below:

“Affiliated Persons” shall mean, with respect to any specified Person, (a) such specified Person’s parents, spouse, siblings, descendants (including adoptees), stepchildren, step-grandchildren, nieces and nephews and their respective spouses, (b) the estate, legatees and devisees of such specified Person and each of the Persons referred to in clause (a) of this definition, and in the event of the incompetence or death of any of such specified Person or the persons described in clause (a), such person’s executor, administrator, committee or other personal representative or similar fiduciary, (c) any trusts or private foundations created primarily for the benefit of, or controlled at the time of creation by, any of the persons described in the above clause (a) or (b) of this definition, or any trusts or private foundations created primarily for the benefit of any such trust or private foundation or for charitable purposes, and (d) any company, partnership, or other entity or investment vehicle Controlled by any of the Persons referred to in clause (a), (b) or (c) of this definition or the holdings of which are for the primary benefit of any of such Persons.

“Articles of Incorporation” shall have the meaning set forth in the Preamble of this Certificate of Designations.

“Beneficial Ownership” or “Beneficially Owned” shall mean, with respect to any securities, beneficial ownership of such securities as determined pursuant to Rule 13d-3 under the Exchange Act.

“Board of Directors” or “Board” shall mean the Board of Directors of the Corporation and, unless the context indicates otherwise, also shall mean, to the extent permitted by law, any committee thereof authorized to exercise the power of the Board of Directors of the Corporation with respect to a particular matter.

“Business Day” shall mean any weekday that is not a day on which banking institutions in the State of New York are authorized or required by law, regulation or executive order to be closed.

“Capital Stock” shall mean any and all shares of capital stock of the Corporation.

“Certificate of Designations” shall mean this Certificate of Designations of 12% Series A Cumulative Redeemable Non-Voting Preferred Stock of the Corporation, as it may be amended from time to time.

“Change in Control Transaction” shall mean the acquisition of Beneficial Ownership by any Person or group (excluding any Permitted Holder or any group Controlled by any Permitted Holder) of more than 50% of the aggregate Voting Power of all outstanding classes or series of Capital Stock; provided, that none of (i) the GCI Spin-Off, (ii) the termination or expiration of that certain Non-Voting Side Letter, dated December 31, 2024, by and among the Corporation and certain anticipated holders of Common Stock affiliated with John C. Malone or (iii) the granting of a revocable proxy to vote any outstanding shares of Capital Stock by any Permitted Holder to any other Person shall be considered a Change in Control Transaction. For purposes of the definition of “Change in Control Transaction”, “Person” and “group” have the meanings given to them for purposes of Section 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision.

“Change in Control Transaction Redemption” shall have the meaning set forth in Section 7(b)(i) of this Certificate of Designations.

“Change in Control Transaction Redemption Date” shall mean the date determined by the Board of Directors, which shall be a Business Day and shall be no less than ten (10) calendar days after the date on which the Corporation provides an Offer of Redemption; provided, that, if the Offer of Redemption is provided prior to the consummation of such Change in Control Transaction, such date shall be no sooner than the date of consummation of such Change in Control Transaction.

“Change in Control Transaction Redemption Price” shall mean, with respect to each share of Series A Preferred Stock, one hundred and five percent (105%) of the Liquidation Price of such share plus one hundred and five percent (105%) of all unpaid dividends (whether or not declared) on such share accrued from (and including) the most recent Dividend Payment Date to (but not including) the Change in Control Transaction Redemption Date.

“Close of Business” shall mean 5:00 p.m., New York City time.

“Common Stock” shall mean any class or series of common stock of the Corporation (including the GCI Group Common Stock and the Ventures Group Common Stock (each as defined in the GCI Spin-Off Articles)), now existing or hereafter authorized and issued.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise Voting Power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto.

“Corporation” shall have the meaning set forth in the Preamble of this Certificate of Designations.

“Debt Instrument” shall mean any note, bond, debenture, indenture, guarantee or other instrument or agreement evidencing any Indebtedness, whether existing at the effective time of this Certificate of Designations or thereafter created, incurred, assumed or guaranteed.

“Dissenters’ Rights Statute” shall have the meaning set forth in Section 7(c) of this Certificate of Designations.

“Dividend Amount” shall mean, for any Dividend Payment Date, the amount accrued and payable by the Corporation as a dividend per share of Series A Preferred Stock, as determined pursuant to Section 3(a) of this Certificate of Designations (and as such amount is subject to adjustment from time to time pursuant to Section 3(b) or Section 3(d) of this Certificate of Designations).

“Dividend Nonpayment” shall have the meaning set forth in Section 3(b) of this Certificate of Designations.

“Dividend Nonpayment Rate” shall mean the Stated Rate plus one percent (1%) per annum of the Liquidation Price of each share of Series A Preferred Stock.

“Dividend Payment Date” shall mean January 15, April 15, July 15 and October 15 of each year, commencing with October 15, 2025.

“Dividend Period” shall mean the period from and including the Original Issuance Date to (but not including) the first Dividend Payment Date and thereafter each three (3) month period from and including the Dividend Payment Date for the preceding Dividend Period to (but not including) the Dividend Payment Date for such Dividend Period.

“Dividend Rate” shall mean the dividend rate accruing on the Series A Preferred Stock, as applicable from time to time pursuant to this Certificate of Designations.

“Equity Interest” shall mean (a) a share of corporate stock, a partnership interest, a membership interest in a limited liability company, and other equivalents of or interests in (however designated, other than debt) equity or ownership and (b) all warrants, options or other rights to acquire any Equity Interest set forth in clause (a) of this defined term (but excluding any debt security that is convertible into, or exchangeable for, any such Equity Interest).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“GCI Spin-Off” shall mean the distribution to holders of record of Liberty Broadband’s Series A common stock, Series B common stock and Series C common stock shares of the corresponding series of GCI Group Common Stock in accordance with the terms of the Separation and Distribution Agreement.

“GCI Spin-Off Articles” shall mean the Amended and Restated Articles of Incorporation of the Corporation to be filed in connection with the GCI Spin-Off.

“Holder” shall mean each Person in whose name shares of Series A Preferred Stock are registered on the stock register of the Corporation, who shall be treated by the Corporation, or if the Corporation is not the Transfer Agent, the Transfer Agent, as the record owner of those shares of Series A Preferred Stock for the purpose of making payment and for all other purposes.

“Indebtedness” shall mean (i) any liability, contingent or otherwise, of the Corporation or any Subsidiary (x) for borrowed money (whether or not the recourse of the lender is to the whole of the assets of the Corporation or any Subsidiary or only to a portion thereof), (y) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given other than in connection with the acquisition of inventory or similar property in the ordinary course of business, or (z) for the payment of money relating to indebtedness represented by obligations under a lease that is required to be capitalized for financial accounting purposes in accordance with generally accepted accounting principles; (ii) any liability of others described in the preceding clause (i) which the Corporation or any Subsidiary has guaranteed or which is otherwise its legal liability; (iii) any obligations secured by any mortgage, pledge, lien, encumbrance, charge or adverse claim affecting title or resulting in an encumbrance against any real or personal property, or a security interest of any kind (including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction) to which the property or assets of the Corporation or any Subsidiary are subject whether or not the obligations secured thereby shall have been assumed by or shall otherwise be the Corporation’s or any Subsidiary’s legal liability; and (iv) any amendment, renewal, extension or refunding of any liability of the types referred to in clause (i), (ii) or (iii) above.

“Junior Stock” shall mean the Common Stock and any other class or series of Capital Stock authorized and issued after the Original Issuance Date, in accordance with the Articles of Incorporation, other than the Series A Preferred Stock, any class or series of Parity Stock and any class or series of Senior Stock.

“Liberty Broadband” means Liberty Broadband Corporation, a Delaware corporation.

“Liquidation Dividend Amount” shall have the meaning set forth in Section 4 of this Certificate of Designations.

“Liquidation Event” shall have the meaning set forth in Section 4 of this Certificate of Designations.

“Liquidation Price” measured per share of the Series A Preferred Stock as of any date of determination shall mean the sum of (i) $1,000.00 plus (ii) an amount equal to all unpaid dividends (whether or not declared) accrued with respect to such share that pursuant to Section 3(b) of this Certificate of Designations have been added to and then remain part of the Liquidation Price as of such date.

“Mandatory Redemption” shall have the meaning set forth in Section 5(b) of this Certificate of Designations.

“Mandatory Redemption Price” with respect to each share of Series A Preferred Stock, shall mean the Liquidation Price of such share plus all unpaid dividends (whether or not declared) on such share accrued from (and including) the most recent Dividend Payment Date to (but not including) (i) the Scheduled Redemption Date or (ii) in the case of shares of Series A Preferred Stock that remain outstanding following the Scheduled Redemption Date, the date on which such shares are redeemed pursuant to Section 5 of this Certificate of Designations.

“Mirror Preferred Stock” shall have the meaning set forth in Section 6(a) of this Certificate of Designations.

“Notice of Redemption” shall have the meaning set forth in Section 5(d) of this Certificate of Designations.

“NRS” shall have the meaning set forth in the Preamble of this Certificate of Designations.

“Offer of Redemption” shall have the meaning set forth in Section 7(b)(i) of this Certificate of Designations.

“Optional Redemption” shall have the meaning set forth in Section 5(a) of this Certificate of Designations.

“Optional Redemption Date” shall mean (i) the date as determined by the Board of Directors, which shall be a Business Day and shall be no less than ten (10) calendar days after the date on which the Corporation provides a Notice of Redemption and (ii) if any shares of Series A Preferred Stock selected for redemption remain outstanding following such date, any date thereafter on which shares of Series A Preferred Stock are redeemed pursuant to Section 5 of this Certificate of Designations.

“Optional Redemption Price” shall mean, with respect to each share of Series A Preferred Stock to be redeemed, the sum of (i) the Liquidation Price plus (ii) all unpaid dividends (whether or not declared) on such share accrued from (and including) the immediately preceding Dividend Payment Date to (but not including) the Optional Redemption Date.

“Optional Redemption Price Increase” shall have the meaning set forth in Section 7(a)(i) of this Certificate of Designations.

“Original Issuance Date” shall mean, with respect to the shares of Series A Preferred Stock, the date on which shares of Series A Preferred Stock are first issued.

“Parity Stock” shall mean any class or series of Capital Stock authorized and issued after the Original Issuance Date in accordance with the Articles of Incorporation that expressly ranks on a parity basis with the Series A Preferred Stock as to the dividend rights, rights of redemption or rights on the distribution of assets on any Liquidation Event.

“Penalty Rate” shall mean the Stated Rate plus one percent (1%) per annum of the Liquidation Price of each share of Series A Preferred Stock.

“Permitted Actions” shall mean (i) purchases, redemptions or other acquisitions of shares of Junior Stock, in the ordinary course in connection with any employment contract, compensation plan, benefit plan or other similar arrangement with or for the benefit of any current or former employees, officers, directors or consultants (including the forfeiture of unvested shares of restricted Junior Stock or share withholding or other acquisitions or surrender of shares of Junior Stock to which the holder may otherwise be entitled upon exercise, delivery or vesting of equity awards (whether in payment of applicable taxes, the exercise price or otherwise)); (ii) purchases of shares of Junior Stock pursuant to a contractually binding requirement to buy stock, or under a stock repurchase plan, provided that such contract or plan was entered into prior to the first Dividend Payment Date upon which the Corporation has failed to pay all dividends then payable on the Series A Preferred Stock in cash (it being understood that once the Corporation regains compliance with its cash dividend obligations on the Series A Preferred Stock by paying in cash all Dividend Amounts that have previously been added to the Liquidation Price, this proviso shall cease to apply until such time as the Corporation subsequently fails to pay all Dividend Amounts due in cash); (iii) exchanges or conversions of shares of any class or series of Junior Stock for any other class or series of Junior Stock; (iv) the purchase or deemed acquisition of fractional interests in shares of Junior Stock or Parity Stock pursuant to the conversion or exchange provisions of such Junior Stock, Parity Stock or the security being converted or exchanged, as applicable; (v) dividends or distributions of Junior Stock or rights to purchase Junior Stock (including in connection with a stockholders’ rights plan); (vi) any redemption, repurchase, or exchange of rights pursuant to any stockholders’ rights plan; (vii) the acquisition by the Corporation or any of its Subsidiaries of record ownership in Junior Stock or Parity Stock for the Beneficial Ownership of any other persons (other than the Corporation or any of its Subsidiaries), including as trustees or custodians; (viii) direct or indirect distributions of Equity Interests or assets of a Subsidiary or other Person (whether by redemption, dividend, share distribution, merger or otherwise) to all or substantially all of the holders of one or more classes or series of issued and outstanding Common Stock, on a pro rata basis with respect to each such class or series (other than with respect to the payment of cash in lieu of fractional shares), or such Equity Interests of such Subsidiary or other Person are available to be acquired by such holders of one more classes or series of Common Stock (including through any rights offering, exchange offer, conversion, exercise of subscription rights or other offer made available to such holders), on a pro rata basis with respect to each such class or series (other than with respect to the payment of cash in lieu of fractional shares), whether voluntary or involuntary (provided, that the assets or properties directly or indirectly being so distributed do not constitute all or substantially all of the assets of the Corporation as of the record date applicable to such distribution); (ix) stock splits, stock dividends or other distributions, reclassifications, recapitalizations; and (x) the payment of cash in lieu of fractional shares with respect to any of the foregoing.

“Permitted Holders” means any one or more of (a) John C. Malone, (b) each of the Affiliated Persons of the Person referred to in clause (a), (c) any publicly traded Person in which any of the Persons referred to in clauses (a) and (b) (whether individually or together with the other Persons in clauses (a) and (b)) is the largest beneficial owner of (x) the Equity Interests of such Person or (y) the aggregate Voting Power of all of the Voting Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, (d) any Person in which a majority of the aggregate Voting Power of all of the outstanding Voting Stock of which are Beneficially Owned by any one or more of the Persons referred to in clauses (a), (b) or (c), (e) any group consisting solely of persons described in clauses (a) through (d) and (f) any employee stock purchase plans or other benefit or retirement plans for directors, management, employees or consultants of the Corporation or any of its Subsidiaries. For purposes of the definition of “Permitted Holders”, “Person” and “group” have the meanings given to them for purposes of Section 13(d) and 14(d) of the Exchange Act or any successor provisions, and the term “group” includes any group acting for the purpose of acquiring, holding or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any successor provision.

“Person” shall mean any natural person, corporation, company, limited liability company, general or limited partnership, trust, estate, proprietorship, joint venture, association, organization or other entity.

“Preferred Stock” shall have the meaning set forth in the Recitals of this Certificate of Designations.

“Record Date” for the dividends payable on any Dividend Payment Date shall mean the date fifteen (15) calendar days immediately preceding such Dividend Payment Date; provided, that if such date is not a Business Day, the Record Date shall be the next succeeding Business Day after such date.

“Record Holder” means a Holder of record of the Series A Preferred Stock as such Holder appears on the stock register of the Corporation at the Close of Business on the Record Date with respect to a Dividend Payment Date or on the Special Record Date, as applicable.

“Redemption Acceptance Deadline” shall have the meaning set forth in Section 7(b)(i) of this Certificate of Designations.

“Redemption Date” shall mean the Scheduled Redemption Date or the Optional Redemption Date, as applicable.

“Redemption Election Notice” shall have the meaning set forth in Section 7(b)(i) of this Certificate of Designations.

“Redemption Nonpayment” shall have the meaning set forth in Section 3(d) of this Certificate of Designations.

“Redemption Price” shall mean the Mandatory Redemption Price or the Optional Redemption Price, as applicable.

“Scheduled Redemption Date” shall mean the date that is seven (7) years after the Original Issuance Date.

“Senior Stock” shall mean any class or series of Capital Stock that ranks senior to the Series A Preferred Stock or has preference or priority over the Series A Preferred Stock as to dividend rights, rights of redemption or rights on the distribution of assets on any Liquidation Event.

“Separation and Distribution Agreement” shall mean that certain Separation and Distribution Agreement, dated June 19, 2025, by and between Liberty Broadband and the Corporation.

“Series A Preferred Stock” shall have the meaning set forth in Section 1 of this Certificate of Designations.

“Series A Preferred Stock Purchase Agreement” shall mean that certain Series A Preferred Stock Purchase Agreement, dated May 5, 2025, by and among Liberty Broadband, the Corporation, Janus Henderson Income ETF and Janus Henderson Multi-Sector Income Fund.

“Special Record Date” shall have the meaning set forth in Section 3(c) of this Certificate of Designations.

“Stated Rate” shall mean twelve percent (12%) per annum of the Liquidation Price of each share of Series A Preferred Stock.

“Subsidiary” shall mean any corporate or other entity for which a Person owns, directly or indirectly, an amount of the voting securities, other voting rights or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, more than 50% of the Equity Interests of such corporate or other entity).

“Transfer” shall mean, directly or indirectly, the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition of or transfer (by operation of law or otherwise), either voluntarily or involuntarily, or entry into any contract, option or other arrangement, agreement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or other disposition or transfer (by operation of law or otherwise), of any shares of Series A Preferred Stock.

“Transfer Agent” shall mean the Corporation or such other Person as the Corporation may appoint, acting as Transfer Agent, registrar and paying agent for the Series A Preferred Stock.

“Voting Power” shall mean the total number of votes of the outstanding Voting Stock of any Person.

“Voting Stock” shall mean (a) with respect to the Corporation, shares of Capital Stock that constitute Voting Securities (as defined in the GCI Spin-Off Articles) and (b) with respect to any Person other than the Corporation, any shares of capital stock or interests of such Person having the right to vote generally in any election of directors of the board of directors of such Person or other similar governing body.

3.            Dividends.

(a)            Subject to the prior preferences and other rights of any Senior Stock and the provisions of Section 3(d) of this Certificate of Designations, the Holders of outstanding shares of Series A Preferred Stock shall be entitled to receive preferential dividends that shall accrue and cumulate as provided herein. Subject to adjustment from time to time pursuant to Section 3(b) and Section 3(d) of this Certificate of Designations, dividends on each outstanding share of Series A Preferred Stock shall accrue on a daily basis at the Dividend Rate equal to the Stated Rate from (and including) the Original Issuance Date to (but not including) the date on which the Liquidation Price or Redemption Price of such share is paid pursuant to Section 4 or Section 5 of this Certificate of Designations, as applicable, whether or not such dividends have been declared and whether or not there are any funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative. If declared, accrued dividends on the Series A Preferred Stock shall be payable, in accordance with the terms and conditions set forth in this Certificate of Designations, quarterly on each Dividend Payment Date, to the Record Holders of shares of Series A Preferred Stock as of the Close of Business on the applicable Record Date; provided, however, if any such Dividend Payment Date is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, without any interest or other payment in respect of such delay (and without resulting in a Dividend Nonpayment). For purposes of determining the amount of dividends “accrued” (i) as of any date that is not a Dividend Payment Date, such amount shall be calculated on the basis of the applicable rate per annum for actual days elapsed from (and including) the last preceding Dividend Payment Date (or in the event the first Dividend Payment Date has not yet occurred, the Original Issuance Date) to (but not including) the date as of which such determination is to be made, based on a 365-day year, (ii) as of any Dividend Payment Date (other than the first Dividend Payment Date), such amount shall be calculated on the basis of the applicable rate per annum for actual days elapsed from (and including) the last preceding Dividend Payment Date to (but not including) such Dividend Payment Date, based on a 360-day year of twelve 30-day months, and (iii) as of the first Dividend Payment Date, such amount shall be calculated on the basis of the applicable rate per annum for actual days elapsed from (and including) the Original Issuance Date to (but not including) such Dividend Payment Date, based on a 365-day year.

(b)            If the Corporation fails to pay cash dividends on the Series A Preferred Stock in full for any Dividend Period on the Dividend Payment Date for such Dividend Period in accordance with Section 3(a) of this Certificate of Designations (a “Dividend Nonpayment”), then the Dividend Rate shall increase to the Dividend Nonpayment Rate, commencing on the Dividend Payment Date in respect of which a Dividend Nonpayment occurs and continuing for each subsequent Dividend Period thereafter; provided, that if the Dividend Amount payable on such Dividend Payment Date is paid within thirty (30) calendar days after the Dividend Payment Date on which the Dividend Nonpayment occurs, then such Dividend Amount will be deemed to have been paid on the Dividend Payment Date, no Dividend Nonpayment will be deemed to have occurred and the Dividend Rate increase shall be deemed to not apply; provided, further, that, subject to Section 3(d) of this Certificate of Designations, the Dividend Rate will revert to the Stated Rate at such time as the Corporation has paid all accrued and unpaid dividends (whether or not declared) that pursuant to Section 3(c) of this Certificate of Designations have been added to and then remain part of the Liquidation Price as of such date, together with all dividends that have accrued to (but not including) the date of such payment with respect to that portion of the Liquidation Price which consists of accrued and unpaid dividends.

(c)            To the extent the Dividend Amount is not paid in cash in full on a Dividend Payment Date for any reason and such Dividend Nonpayment is not cured within thirty (30) calendar days of such Dividend Payment Date, all dividends (whether or not declared) that have accrued on a share of Series A Preferred Stock during the Dividend Period ending on the day immediately preceding such Dividend Payment Date and which are unpaid will be added to the Liquidation Price of such share as of such Dividend Payment Date and will remain a part thereof until such dividends are paid, together with all dividends that have accrued to (but not including) the date of such payment with respect to that portion of the Liquidation Price which consists of accrued and unpaid dividends, which shall be deemed to satisfy the Corporation’s obligation to pay the Dividend Amount under Section 3(a) of this Certificate of Designations. Such accrued and unpaid dividends, together with all unpaid dividends accrued thereon, may be declared and paid at any time (subject to the concurrent satisfaction of any dividend arrearages then existing with respect to any Parity Stock), without reference to any regular Dividend Payment Date, to Record Holders as of the Close of Business on such date, not more than sixty (60) calendar days preceding the payment date thereof, as may be fixed by the Board of Directors (the “Special Record Date”). Notice of each Special Record Date shall be mailed, first class, postage prepaid, to the Holders at their respective addresses as the same appear on the books of the Corporation (which may include the records of the Transfer Agent) or are supplied by them in writing to the Corporation for the purpose of such notice.

(d)            In the event the Corporation fails to pay the Mandatory Redemption Price in full when due and payable with respect to all shares of Series A Preferred Stock to be redeemed upon the Scheduled Redemption Date as required pursuant to Section 5 of this Certificate of Designations (each, a “Redemption Nonpayment”), then the Dividend Rate shall increase to the Penalty Rate, commencing on the date on which the Redemption Nonpayment occurs and for each subsequent Dividend Period thereafter so long as such Redemption Nonpayment fails to be cured; provided that if the Redemption Nonpayment is cured by the redemption of shares of Series A Preferred Stock required to be redeemed in the case of a Redemption Nonpayment within thirty (30) calendar days after the date on which the Redemption Nonpayment occurs, then the Penalty Rate shall not apply.

(e)            So long as any shares of Series A Preferred Stock shall be outstanding, the Corporation shall not declare or pay any dividend whatsoever with respect to any Junior Stock or any Parity Stock, whether in cash, property or otherwise, nor shall the Corporation declare or make any distribution on any Junior Stock or any Parity Stock, or set aside any cash or property for any such purposes, nor shall any Junior Stock or Parity Stock be purchased, redeemed or otherwise acquired by the Corporation or any of its Subsidiaries, nor shall any monies be paid, set aside for payment or made available for a sinking fund for the purchase or redemption of any Junior Stock or Parity Stock, unless and until (i) all accrued and unpaid dividends (whether or not declared) that pursuant to Section 3(c) of this Certificate of Designations have been added to and then remain part of the Liquidation Price as of the date of such payment, together with all dividends that have accrued to (but not including) the date of such payment with respect to that portion of the Liquidation Price which consists of accrued and unpaid dividends, shall have been paid or declared and the consideration sufficient for the payment thereof set aside so as to be available for the payment thereof and (ii) the Corporation shall have paid, in full, or set aside the consideration sufficient for the payment thereof, all redemption payments with respect to the Series A Preferred Stock that it is then obligated to pay as of such time; provided, however, that nothing contained in this Section 3(e) of this Certificate of Designations shall prevent the Corporation from taking any Permitted Actions. Subject to and except as would be prohibited by this Section 3(e) of the Certificate of Designations and not otherwise, such dividends as may be determined by the Board of Directors, or an authorized committee thereof, may be declared and paid (payable in cash, securities or other property) on any securities, including Junior Stock, from time to time out of any funds legally available for such payment, and Holders of Series A Preferred Stock shall not be entitled to participate in any such dividends.

4.            Distributions Upon Liquidation, Dissolution or Winding Up. Subject to the prior payment in full of any Debt Instrument and other liabilities owed to the Corporation’s creditors and the preferential amounts to which any Senior Stock is entitled, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a “Liquidation Event”), the Holders of shares of the Series A Preferred Stock shall be entitled to receive from the assets of the Corporation available for distribution to the stockholders, before any payment or distribution shall be made to the holders of any Junior Stock, an amount in property or cash or a combination thereof, as determined by the Board of Directors in good faith, per share, equal to the Liquidation Price plus all unpaid dividends (whether or not declared) accrued to, but excluding, the date of distribution of amounts payable to Holders of Series A Preferred Stock in connection with such Liquidation Event since (and including) the immediately preceding Dividend Payment Date (or, if such date of distribution occurs prior to the first Dividend Payment Date, since (and including) the Original Issuance Date) (the “Liquidation Dividend Amount”), which payment shall be made pari passu with any such payment made to the holders of any Parity Stock. The Holders of shares of Series A Preferred Stock shall be entitled to no other or further distribution of or participation in any remaining assets of the Corporation after receiving in full the amount set forth in the immediately preceding sentence. Notwithstanding anything herein to the contrary, if, upon distribution of the Corporation’s assets in a Liquidation Event, the assets of the Corporation to be distributed among the Holders of shares of Series A Preferred Stock and to all holders of any Parity Stock shall be insufficient to permit payment in full (a) to Holders of shares of Series A Preferred Stock, the Liquidation Price and the Liquidation Dividend Amount and (b) to holders of any Parity Stock, any preferential amounts to which they are entitled, then the entire assets of the Corporation to be distributed to Holders of shares of Series A Preferred Stock and holders of such Parity Stock shall be distributed pro rata to such holders based upon the aggregate of the full preferential amounts to which the shares of Series A Preferred Stock and such Parity Stock would otherwise respectively be entitled. Neither the consolidation or merger of the Corporation with or into any other Person nor the sale, transfer or lease of all or substantially all the assets of the Corporation shall itself be deemed to be a Liquidation Event within the meaning of this Section 4 of this Certificate of Designations.

5.            Redemption. The Corporation shall not be entitled to redeem any shares of Series A Preferred Stock except as expressly authorized in this Certificate of Designations.

(a)            Optional Redemption. Notwithstanding anything in this Certificate of Designations to the contrary, shares of Series A Preferred Stock may be redeemed out of funds legally available therefor, at the option of the Corporation by action of the Board of Directors, in whole or from time to time in part, on any Business Day occurring on or after the fifth anniversary of the Original Issuance Date and prior to the Scheduled Redemption Date, at the applicable Optional Redemption Price per share in cash on the Optional Redemption Date (the “Optional Redemption”). In the event less than all the outstanding shares of Series A Preferred Stock are to be redeemed in such Optional Redemption, then the shares of Series A Preferred Stock to be redeemed in accordance with this Section 5(a) shall be redeemed pro rata (as nearly as practical without creating fractional shares) or by any other equitable method the Board of Directors in its discretion shall choose from among the Holders of the outstanding shares of Series A Preferred Stock. For the avoidance of doubt, any shares of Series A Preferred Stock that remain outstanding after the Optional Redemption Date shall continue to accrue dividends in accordance with the provisions in Section 3 of this Certificate of Designations for so long as such shares remain outstanding.

(b)            Mandatory Redemption. On the Scheduled Redemption Date, the Corporation shall redeem all outstanding shares of Series A Preferred Stock out of funds legally available therefor at the Mandatory Redemption Price per share, in cash (the “Mandatory Redemption”).

(c)            Partial Redemption. If on the Scheduled Redemption Date for the Mandatory Redemption, the Corporation, pursuant to applicable law or the terms of any Debt Instrument or Senior Stock, shall not have funds legally available to redeem or otherwise be prohibited or restricted from redeeming all shares of Series A Preferred Stock to be so redeemed, those funds that are legally available and not so restricted or prohibited will be used to redeem the maximum possible number of such shares of Series A Preferred Stock and any Parity Stock then entitled to be redeemed. At any time and from time to time thereafter when additional funds of the Corporation are legally available and not so restricted for such purpose, such funds shall be used in their entirety to redeem the shares of Series A Preferred Stock (and, if applicable, Parity Stock) that the Corporation failed to redeem on the Scheduled Redemption Date until the balance of such shares has been redeemed. The shares of Series A Preferred Stock (and, if applicable, Parity Stock) to be redeemed in accordance with this Section 5(c) shall be redeemed pro rata (as nearly as practical without creating fractional shares) or by any other equitable method the Board of Directors in its discretion shall choose from among the Holders of the outstanding shares of Series A Preferred Stock (and, if applicable, Parity Stock). For the avoidance of doubt, any shares of Series A Preferred Stock that remain outstanding after the Scheduled Redemption Date shall continue to accrue dividends in accordance with the provisions of Section 3 of this Certificate of Designations for so long as such shares remain outstanding.

(d)            Notice of Redemption. The Corporation shall mail notice of any redemption in accordance with this Certificate of Designations to each Holder (such notice, a “Notice of Redemption”) in accordance with Section 15 of this Certificate of Designations, not later than ten (10) calendar days prior to the Redemption Date. Such Notice of Redemption shall contain: (A) the number of shares of Series A Preferred Stock that the Corporation shall redeem on the Redemption Date specified in the Notice of Redemption, (B) the Redemption Price, (C) the Redemption Date, (D) the instructions a Holder must follow with respect to the redemption and (E) any other matters required by law. Solely with respect to an Optional Redemption, a Notice of Redemption may, at the Corporation’s discretion, be subject to one or more conditions precedent. If such Optional Redemption is subject to satisfaction of one or more conditions precedent, such Notice of Redemption shall describe each such condition and, if applicable, shall state that, in the Corporation’s discretion, the Optional Redemption Date may be delayed until such time as any or all of such conditions shall be satisfied (or waived by the Corporation in its sole discretion), or such Optional Redemption may not occur and such Notice of Redemption may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Corporation in its sole discretion) by the Optional Redemption Date as stated in such Notice of Redemption, or by the Optional Redemption Date as so delayed. Neither the failure to mail any notice required by this paragraph, nor any defect in such notice or in the mailing thereof to any particular Holder or Holders, shall affect the sufficiency of the notice or the validity of the proceedings for the redemption of any shares of the Series A Preferred Stock pursuant to this Certificate of Designations with respect to such Holder or any other Holder.

(e)            Deposit of Redemption Price. If the Notice of Redemption shall have been given as provided in Section 5(d) of this Certificate of Designations, and if on or before the Redemption Date specified in such Notice of Redemption, the consideration necessary for such redemption shall have been set aside so as to be available therefor and only therefor, then on and after the Close of Business on the Redemption Date, the shares of Series A Preferred Stock called for redemption shall automatically be redeemed and no longer be deemed outstanding, and all rights with respect to such shares shall forthwith cease and terminate, except the right of the Holders thereof to receive, subject to the procedures contained in the Notice of Redemption, the consideration payable upon redemption thereof.

(f)            Status of Redeemed Shares. Any shares of Series A Preferred Stock that are redeemed, purchased or otherwise acquired by the Corporation shall be retired and shall be restored to the status of authorized and unissued shares of Preferred Stock and may be reissued as part of another series of the Preferred Stock, but such shares shall not be reissued as Series A Preferred Stock.

(g)            Certain Restrictions. If and so long as the Corporation shall fail to redeem on the Redemption Date all shares of Series A Preferred Stock required to be redeemed on such date, the Corporation shall not redeem (except in accordance with Section 5(c) of this Certificate of Designations), or discharge any sinking fund obligation with respect to, any Parity Stock or Junior Stock, and shall not purchase or otherwise acquire any additional shares of Series A Preferred Stock, Parity Stock or Junior Stock, unless and until all then outstanding shares of Series A Preferred Stock that were not previously redeemed as required are redeemed pursuant to the terms hereof. Nothing contained in this Section 5(g) of this Certificate of Designations shall prevent (i) the purchase or acquisition by the Corporation of shares of Series A Preferred Stock and Parity Stock pursuant to a purchase or exchange offer or offers made to Holders of all outstanding shares of Series A Preferred Stock and Parity Stock, provided that (A) as to Holders of all outstanding shares of Series A Preferred Stock, the terms of the purchase or exchange offer for all such shares are identical, (B) as to holders of all outstanding shares of a particular series or class of Parity Stock, the terms of the purchase or exchange offer for all such shares are identical, and (C) as among Holders of all outstanding shares of Series A Preferred Stock and holders of all outstanding shares of any and all Parity Stock, the terms of each purchase or exchange offer or offers are substantially identical relative to the liquidation price of the shares of Series A Preferred Stock and each series or class of Parity Stock, (ii) the purchase or acquisition by the Corporation of shares of Series A Preferred Stock, Parity Stock or Junior Stock in exchange for (together with a cash adjustment for fractional shares, if any), or through the application of the proceeds of the sale of, shares of Junior Stock, or (iii) the redemption, purchase or other acquisition of Junior Stock solely in exchange for shares of Junior Stock.

6.            Protective Provisions.

(a)            For so long as any shares of Series A Preferred Stock shall remain outstanding, the Corporation shall not, without the written consent or affirmative vote of the Holders of at least a majority of the then outstanding shares of Series A Preferred Stock, given in writing or by vote at a meeting, consenting or voting (as the case may be) separately as a series, (i) amend, alter or repeal any provision of this Certificate of Designations, whether by merger, share exchange, consolidation or otherwise (except for any transaction contemplated by Section 7 of this Certificate of Designations, in which case no vote of the Holders of shares of Series A Preferred Stock shall be required under this Section 6 of this Certificate of Designations), in a manner that adversely affects the powers, preferences or rights of the Series A Preferred Stock set forth in this Certificate of Designations, unless in each such case each share of Series A Preferred Stock (x) shall remain outstanding without a material and adverse change to the powers, preferences or rights of the Series A Preferred Stock or (y) shall be converted into or exchanged for preferred stock of the surviving or resulting entity or a direct or indirect parent entity of such surviving or resulting entity having powers, preferences and rights substantially identical to that of a share of Series A Preferred Stock, including, if applicable, the Optional Redemption Price Increase (except for any changes to such powers, preferences or rights that do not materially and adversely affect the Series A Preferred Stock (which may include the grant of additional powers, preferences or rights at the sole discretion of and as determined by the Board) and, if permitted by law, the payment of cash in lieu of fractional shares) (the “Mirror Preferred Stock”); or (ii) increase or decrease the authorized number of shares of the Series A Preferred Stock; provided, however, that, with respect to the foregoing clause (ii), if some, but not all, of the shares of Series A Preferred Stock are redeemed, the total number of authorized number of shares of the Series A Preferred Stock shall decrease by the number of shares so redeemed and such redeemed shares of Series A Preferred Stock shall constitute authorized but unissued shares of Preferred Stock.

(b)            If the Corporation shall propose to take action specified in Section 6(a)(i) of this Certificate of Designations to amend, alter or repeal any provision of this Certificate of Designations, then the Corporation shall give notice of such proposed amendment, alteration or repeal to each Holder of Series A Preferred Stock as of the date of such notice at the address of said Holder shown on the stock books of the Corporation and shall cause to be filed with the Transfer Agent a copy of such notice. Such notice shall specify the other material terms of such amendment, alteration or repeal. Such notice shall be given at least ten (10) calendar days prior to the effective date of such amendment, alteration or repeal thereof. If at any time the Corporation shall abandon or cancel the proposed action for which notice has been given under this Section 6(b) of this Certificate of Designations prior to the effective date of such proposed action, the Corporation shall give prompt notice of such abandonment or cancellation to each Holder of Series A Preferred Stock as of the date of such notice at the address of said Holder shown on the stock books of the Corporation.

(c)            Until the date that is two (2) years from the Original Issuance Date, shares of Series A Preferred Stock shall not be Transferred to any Person without the prior written consent of the Corporation; provided, however, that the foregoing restriction shall not apply in connection with any Transfer of the Series A Preferred Stock pursuant to the Series A Preferred Stock Purchase Agreement.

7.            Change in Control Transaction.

(a)            Change in Control Transaction Prior to Fifth Anniversary of the Original Issuance Date.

(b)            Change in Control Transaction At or After the Fifth Anniversary of the Original Issuance Date.

(c)            In the event that, pursuant to any Change in Control Transaction, any Holder of shares of Series A Preferred Stock shall be entitled to rights as a dissenting holder under NRS 92A.300 to 92A.500, as amended from time to time, or any successor statute (the “Dissenters’ Rights Statute”), and such Holder complies with all notice, demand and other requirements to be entitled to payment for such shares under the Dissenters’ Rights Statute, such Holder agrees with the Corporation that the “Fair Value” of such shares for the purpose of the Dissenters’ Rights Statute shall equal the Optional Redemption Price determined as of the time immediately before the effectuation of such transaction.

8.            Voting. The holders of shares of Series A Preferred Stock shall have no voting rights whatsoever and shall not be considered Voting Securities (as defined in the GCI Spin-Off Articles), except as expressly specified in this Certificate of Designations. Notwithstanding anything to the contrary herein, and without limiting the generality of the foregoing, no vote or consent of holders of shares of Series A Preferred Stock will be required for (a) the creation or designation of any class or series of Capital Stock, (b) any amendment, alteration or repeal of a provision of the Articles of Incorporation or this Certificate of Designations (i) that would increase or decrease the number of authorized shares of Preferred Stock of the Corporation (but not below the number of shares of Preferred Stock of the Corporation then outstanding), other than the Series A Preferred Stock as contemplated by Section 6(a)(ii) of this Certificate of Designations, (ii) any amendment, modification, or restatement of the Articles of Incorporation as provided in the last sentence in Section 78.390(2) of the NRS, including, for the avoidance of doubt, the approval or filing of the GCI Spin-Off Articles, (iii) to cure any ambiguity, omission, inconsistency or mistake in this Certificate of Designations or the Articles of Incorporation that does not adversely affect the powers, preferences or rights of the Series A Preferred Stock set forth in this Certificate of Designations, or (iv) to make any provision with respect to matters or questions relating to the Series A Preferred Stock that is not inconsistent with the provisions of this Certificate of Designations and that does not adversely affect the powers, preferences or rights of the Series A Preferred Stock set forth in this Certificate of Designations, or (c) any election of any director for the Board of Directors.

9.            Preemptive Rights. The Holders of shares of Series A Preferred Stock will not have any preemptive right to subscribe for or purchase any Capital Stock or other securities which may be issued by the Corporation.

10.            Creation of Capital Stock. Notwithstanding anything set forth in the Articles of Incorporation or this Certificate of Designations, but subject to Section 6(a)(ii) of this Certificate of Designations, the Board of Directors, or any duly authorized committee thereof, without the vote of the Holders of shares of Series A Preferred Stock, may authorize and issue additional shares of any class or series of Capital Stock, including the Series A Preferred Stock or any Senior Stock, Parity Stock or Junior Stock.

11.            No Sinking Fund. Shares of Series A Preferred Stock shall not be subject to or entitled to the operation of a retirement or sinking fund.

12.            Exclusion of Other Rights. Except as may otherwise be required by law and except for the equitable rights and remedies that may otherwise be available to Holders of Series A Preferred Stock, the shares of Series A Preferred Stock shall not have any powers, designations, preferences, or relative, participating, optional or other rights, other than those specifically set forth in this Certificate of Designations.

13.            Book-Entry. All shares of Series A Preferred Stock shall be issued in book-entry form and no physical certificates representing shares of Series A Preferred Stock shall be issued. The Corporation or, if the Corporation is not the Transfer Agent, the Transfer Agent shall keep and maintain a record in the Corporation’s book-entry system to evidence any actions taken with respect to such uncertificated shares of Series A Preferred Stock.

14.            Taxes.

(a)            Transfer Taxes. The Corporation shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series A Preferred Stock or other securities issued on account of Series A Preferred Stock pursuant hereto. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A Preferred Stock or other securities in a name other than that in which the shares of Series A Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the Holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.

(b)            Withholding. All payments and distributions (or deemed distributions) on the shares of Series A Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by applicable law, and amounts withheld, if any, shall be treated as received by Holders. The Corporation shall have the right to take measures necessary to obtain cash to satisfy the Corporation’s withholding requirements with respect to any non-cash, deemed or constructive payment, dividend or distribution to any Holder of Series A Preferred Stock, including by retaining, selling or liquidating property of any such Holder which is held by the Corporation in its custody or over which it has control.

(c)            Tax Treatment. For U.S. federal income tax purposes, the Series A Preferred Stock shall be treated as non-voting equity of the Corporation.

15.            Notices. All notices or communications referred to in this Certificate of Designations or otherwise in respect of the Series A Preferred Stock shall be sufficiently given if given in writing and delivered by first class mail, postage prepaid, e-mail, or if given in such other manner as may be permitted in this Certificate of Designations, in the Articles of Incorporation or the Bylaws of the Corporation and by applicable law. All notices hereunder shall be deemed to have been given upon the earlier of (i) receipt thereof, (ii) on the date of delivery if delivered personally or sent via e-mail (provided, that no transmission error is received), or (iii) one (1) Business Day after the mailing thereof if sent by registered, certified mail, first class mail with postage prepaid or by overnight courier, addressed: (x) if to the Corporation (or its successor), to its principal place of business (Attention: Chief Legal Officer), (y) if to any Holder of Series A Preferred Stock, to such Holder at the address of such Holder as listed in the stock record books of the Corporation (which, if the Corporation is not the Transfer Agent, may include the records of the Transfer Agent) or (z) to such other address as the Corporation or any such Holder, as the case may be, shall have designated by notice similarly given.

16.            Waiver. Notwithstanding any provision in this Certificate of Designations to the contrary, any provision contained in this Certificate of Designations and any right of the Holders of Series A Preferred Stock granted hereunder may be waived as to all shares of Series A Preferred Stock (and the Holders thereof) upon the written consent of the Board of Directors (or an authorized committee thereof) and the Holders of a majority of the shares of Series A Preferred Stock then outstanding; provided, that upon the granting of any waiver pursuant to this Section 16 by Holders holding less than all of the then outstanding shares of Series A Preferred Stock, the Corporation shall be required to file, with no additional consent or approval by the Holders, an amendment to this Certificate of Designations with the Secretary of State of the State of Nevada reflecting the substance of such waiver, and such waiver provided pursuant to this Section 16 shall be deemed sufficient to satisfy any approval or consent rights required by applicable law or under Section 6 of this Certificate of Designations for the Corporation to make such filing. Except as provided in this Section 16 of this Certificate of Designations, the Holders of shares of Series A Preferred Stock shall not be entitled to act by written consent.

17.            Certain Interpretations.

(a)            When a reference is made in this Certificate of Designations to a Section, such reference is to a Section of this Certificate of Designations unless otherwise indicated.

(b)            When used herein, (i) the words “hereof”, “herein” and “hereunder” and words of similar import will, unless otherwise stated, be construed to refer to this Certificate of Designations as a whole and not to any particular provision of this Certificate of Designations; and (ii) the words “include,” “includes” and “including” will be deemed in each case to be followed by the words “without limitation.”

(c)            If any action or notice is to be taken or given on or by a particular day, and such day is not a Business Day, then such action or notice will be deferred until, or may be taken or given on, the immediately next succeeding Business Day.

(d)            When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Certificate of Designations, the date that is the reference date in calculating such period will be excluded and if the last day of such period is not a Business Day, the period shall end at 5:00 p.m. New York, New York time on the next succeeding Business Day.

Exhibit 10.1

TAX SHARING AGREEMENT

BETWEEN

LIBERTY BROADBAND CORPORATION

AND

GCI LIBERTY, INC.

TABLE OF CONTENTS

Page

TAX SHARING AGREEMENT

This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of July 14, 2025, between Liberty Broadband Corporation, a Delaware corporation (“Distributing”), and GCI Liberty, Inc., a Nevada corporation (“SpinCo”).

RECITALS

WHEREAS, Distributing has entered into the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) dated as of November 12, 2024 between Distributing, Charter Communications, Inc., a Delaware corporation (“Charter”), Fusion Merger Sub 1, LLC, a single member Delaware limited liability company and a direct, wholly-owned Subsidiary (as defined below) of Charter (“Merger LLC”), and Fusion Merger Sub 2, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Merger LLC (“Merger Sub”) , pursuant to which (a) Merger Sub will merge with and into Distributing (the “Merger”), and (b) Distributing (as the surviving corporation in the Merger) will immediately thereafter merge with and into Merger LLC (the “Upstream Merger,” and together with the Merger, the “Combination”);

WHEREAS, Distributing and SpinCo have entered into the Separation and Distribution Agreement, dated as of July 19, 2025 (the “Separation and Distribution Agreement”), pursuant to which, prior to the Combination, (a) Distributing will contribute the SpinCo Assets and SpinCo Contributed Businesses (each as defined below), including all of the outstanding equity interests of GCI, LLC, a Delaware limited liability company treated as a corporation for U.S. federal income tax purposes (“GCI”), to SpinCo in exchange for (i) 10,000 shares of SpinCo Non-Voting Preferred Stock (as defined below), (ii) the constructive issuance of common stock of SpinCo, and (iii) the assumption by SpinCo of the SpinCo Liabilities (as defined below) (the “Contribution”), (b) following the Contribution, the Amended SpinCo Charter authorizing shares of SpinCo GCI Group Common Stock and SpinCo Ventures Group Common Stock shall become effective, and SpinCo’s outstanding common stock will be reclassified into a sufficient number of shares of SpinCo Series A GCI Group Common Stock, SpinCo Series B GCI Group Common Stock, and SpinCo Series C GCI Group Common Stock (each as defined below, with such stock together, the “Recapitalized SpinCo Common Stock,” and such transaction, the “Recapitalization”) necessary to effect the Distribution (as defined below), and (c) Distributing will distribute all of the Recapitalized SpinCo Common Stock to the shareholders of Distributing, as described in the Separation and Distribution Agreement (the “Distribution,” and together with the Contribution, the Recapitalization, and the Preferred Stock Sale (as defined below), the “Transactions”);

WHEREAS, Distributing has entered into the Series A Preferred Stock Purchase Agreement, dated as of May 5, 2025 (the “Preferred Stock Sale Agreement”), by and among Janus Henderson Income ETF, Janus Henderson Multi-Sector Income Fund (together “Preferred Buyers”) and SpinCo, pursuant to which Distributing will sell to Preferred Buyers the SpinCo Non-Voting Preferred Stock (as defined below) immediately following the Contribution (the “Preferred Stock Sale”);

WHEREAS, on the date hereof, Distributing and SpinCo are entering into the Tax Receivables Agreement, pursuant to which SpinCo will, in certain circumstances, pay to Distributing a portion of certain tax benefits (if any) realized by SpinCo or its Subsidiaries attributable to the Section 338(h)(10) Elections and Section 336(e) Elections (each as defined below) (the “TRA”); WHEREAS, the parties hereto intend that, for U.S. federal income tax purposes, (i) the Contribution shall qualify (taking into account the Preferred Stock Sale and the Distribution) as a “qualified stock purchase” as defined in Section 338(d)(3) of the Code with respect to which the Section 338(h)(10) Elections can validly be made (including by any applicable successor of Distributing) with respect to the Section 338(h)(10) Entities (as defined below)), (ii) any Tax Benefits (as defined below) resulting from the Section 338(h)(10) Elections and the Section 336(e) Elections shall not be subject to any limitation pursuant to Section 197(f)(9) of the Code and/or Treasury Regulations Section 1.197-2(h), and (iii) the receipt of SpinCo stock by Distributing shareholders in the Distribution, if any, shall be treated as the receipt of “other property” described in Section 356 of the Code to which Section 356(a)(2) of the Code does not apply pursuant to the Combination (the “Intended Tax Treatment”);

WHEREAS, this Agreement constitutes a part of a “plan of reorganization” within the meaning of Section 368 of the Code and the Treasury Regulations promulgated thereunder, previously adopted by Distributing; and

WHEREAS, the parties desire to provide for and agree upon the allocation between the parties of liabilities for Taxes (as defined below) and credits for Tax Benefits arising prior to, as a result of, and subsequent to the Transactions, and to provide for and agree upon other matters relating to Taxes.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, and intending to be legally bound hereby, Distributing and SpinCo hereby agree as follows:

Section 1.      Definition of Terms. For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

“Affiliate” means with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such first Person. No member of the SpinCo Group will be treated as an Affiliate of any member of the Distributing Group, and no member of the Distributing Group will be treated as an Affiliate of any member of the SpinCo Group.

“Agreement” has the meaning set forth in the preamble hereof.

“Amended SpinCo Charter” means the Amended and Restated Articles of Incorporation of SpinCo to be filed with the Secretary of State of the State of Nevada immediately prior to the Effective Time, to effect, among other things, the Recapitalization.

“business day” means any day other than a Saturday, Sunday, or a day on which banking institutions in New York City, New York are authorized or required by law or executive order to close.

“Charter” has the meaning set forth in the recitals hereof.

“Charter Joinder” means a joinder to this Agreement to be entered into by Charter immediately prior to, and effective immediately after, the closing of the Combination, as described in Section 5.24(e) of the Merger Agreement.

“Charter TRA Joinder” means a joinder to the TRA to be entered into by Charter immediately prior to, and effective immediately after, the closing of the Combination, as described in Section 5.24(e) of the Merger Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Combined Return” means (i) with respect to any Tax Return for a Tax Period beginning on or before the Distribution Date, any Tax Return that includes Tax Items of both the Distributing Business and the SpinCo Business, determined in accordance with the allocation rules of Section 2.2 (treating Tax Items allocated to Distributing under Section 2.2 as Tax Items of the Distributing Business and Tax Items allocated to SpinCo under Section 2.2 as Tax Items of the SpinCo Business), and (ii) with respect to any Tax Return for a Tax Period beginning after the Distribution Date, any Tax Return that includes one or more members of the Distributing Group and one or more members of the SpinCo Group.

“Company” means Distributing or SpinCo, as the context requires.

“Contribution” has the meaning set forth in the recitals hereof.

“Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership, membership, limited liability company, or other ownership interests, by contract or otherwise and the terms “Controls” and “Controlled” have meanings correlative to the foregoing.

“Controlling Party” means, with respect to any Combined Return or Separate Return, the Company that is responsible for the filing of the Combined Return or Separate Return, as applicable, pursuant to Section 3.

“Disclosing Party” has the meaning set forth in Section 6.3.

“Dispute” has the meaning set forth in Section 9.1.

“Distributing” has the meaning set forth in the preamble hereof.

“Distributing Business” means, (i) with respect to any Pre-Distribution Period, the assets, liabilities, and businesses of Distributing and its Subsidiaries during such Tax Period (or portion thereof) (other than the SpinCo Business); and (ii) with respect to any Post-Distribution Period, the assets, liabilities, and businesses of the Distributing Group during such Tax Period (or portion thereof).

“Distributing Group” means, with respect to any Post-Distribution Period, Distributing and each Subsidiary of Distributing (but only while such Subsidiary is a Subsidiary of Distributing).

“Distributing Indemnitees” has the meaning set forth in Section 7.3.

“Distributing Separate Return” means any Separate Return that includes a member of the Distributing Group, any assets of the Distributing Group, or the Distributing Business.

“Distribution” has the meaning set forth in the recitals hereof.

“Distribution Date” means the effective date of the Distribution.

“Effective Time” means the effective time of the Distribution.

“Final Attribute Allocation” has the meaning set forth in Section 3.9.

“Final Determination” shall mean the final resolution of liability for any Tax for any Tax Period, by or as a result of: (i) a closing agreement or similar final settlement with the IRS or the relevant state or local governmental authorities, (ii) an agreement contained in IRS Form 870-AD or other similar form, (iii) an agreement that constitutes a determination under Section 1313(a)(4) of the Code, (iv) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax, (v) a deficiency notice with respect to which the period for filing a petition with the Tax Court or the relevant state or local tribunal has expired, (vi) a decision, judgment, decree or other order of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired, or (vii) the payment of any Tax with respect to any item disallowed or adjusted by a Tax Authority provided that Distributing and SpinCo mutually agree that no action shall be taken to recoup such payment.

“GCI” has the meaning set forth in the recitals hereof.

“Group” means the Distributing Group or the SpinCo Group, as the context requires.

“Independent Accountant” has the meaning set forth in Section 9.4.

“Intended Tax Treatment” has the meaning set forth in the recitals hereof.

“IRS” means the U.S. Internal Revenue Service.

“Losses” means any and all damages, losses, deficiencies, liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including, without limitation, the fees and expenses of any and all actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys’, accountants’, consultants’ and other professionals’ fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder); provided, however, that “Losses” shall exclude any special or punitive damages; provided, further, that the foregoing proviso will not be interpreted to limit indemnification for Losses incurred as a result of the assertion by a claimant (other than the parties hereto and their successors and assigns) in a third-party claim for special or punitive damages.

“Merger” has the meaning set forth in the recitals hereof.

“Merger Agreement” has the meaning set forth in the recitals hereof.

“Merger LLC” has the meaning set forth in the recitals hereof.

“Merger Sub” has the meaning set forth in the recitals hereof.

“Non-Controlling Party” means, with respect to any Combined Return or Separate Return, the Company that is not responsible for the filing of the Combined Return or Separate Return, as applicable, pursuant to Section 3.

“Payment Date” means (i) with respect to any U.S. federal income tax return, the due date for any required installment of estimated taxes determined under Section 6655 of the Code, the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, and the date the return is filed, and (ii) with respect to any other Tax Return, the dates corresponding to the dates in clause (i) hereof determined under the applicable Tax Law.

“Person” means any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture, or other entity.

“Post-Distribution Period” means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, that part of the Tax Period that begins at the beginning of the day after the Distribution Date.

“Pre-Distribution Period” means any Tax Period that ends on or before the Distribution Date and, in the case of any Straddle Period, that part of the Tax Period through the end of the day on the Distribution Date.

“Preferred Buyers” has the meaning set forth in the recitals hereof.

“Preferred Stock Sale” has the meaning set forth in the recitals hereof.

“Preferred Stock Sale Agreement” has the meaning set forth in the recitals hereof.

“Privilege” means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

“Proposed Attribute Allocation” has the meaning set forth in Section 3.9.

“Recapitalization” has the meaning set forth in the recitals hereof.

“Recapitalized SpinCo Common Stock” has the meaning set forth in the recitals hereof.

“Receiving Party” has the meaning set forth in Section 6.3.

“Section 336 Allocation Statement” has the meaning set forth in Section 3.11(a).

“Section 336(e) Elections” has the meaning set forth in Section 3.10.

“Section 336(e) Entities” has the meaning set forth in Section 3.10.

“Section 338 Allocation Statement” has the meaning set forth in Section 3.8(a).

“Section 338(h)(10) Elections” has the meaning set forth in Section 3.7.

“Section 338(h)(10) Entities” has the meaning set forth in Section 3.7.

“Senior Executives” has the meaning set forth in Section 9.2.

“Separate Return” means any Tax Return that is not a Combined Return.

“Separation and Distribution Agreement” has the meaning set forth in the recitals hereof.

“SpinCo” has the meaning set forth in the preamble hereof.

“SpinCo Assets” has the meaning given to such term in the Separation and Distribution Agreement.

“SpinCo Business” means, (i) with respect to any Pre-Distribution Period, the business conducted by SpinCo, GCI, and their respective Subsidiaries; and (ii) with respect to any Post-Distribution Period, the business conducted by the SpinCo Group.

“SpinCo Contributed Businesses” has the meaning given to the term “SpinCo Businesses” in the Separation and Distribution Agreement.

“SpinCo Enterprise Value” means the sum of (i) the SpinCo Equity Value and (ii) the gross liabilities of SpinCo and its Subsidiaries (other than any such liabilities owed to SpinCo or one of its Subsidiaries).

“SpinCo Equity Value” means the sum of (i) the product of (A) the VWAP of the SpinCo Series C GCI Group Common Stock and (B) the total number of shares of SpinCo Series A GCI Group Common Stock, SpinCo Series B GCI Group Common Stock, and SpinCo Series C GCI Group Common Stock, in each case, distributed in the Distribution, and (ii) the purchase price for the SpinCo Non-Voting Preferred Stock set forth in the Preferred Stock Sale Agreement.

“SpinCo GCI Group Common Stock” means the SpinCo Series A GCI Group Common Stock, the SpinCo Series B GCI Group Common Stock, and the SpinCo Series C GCI Group Common Stock.

“SpinCo Group” means, with respect to any Post-Distribution Period, SpinCo and each Subsidiary of SpinCo (but only while such Subsidiary is a Subsidiary of SpinCo).

“SpinCo Indemnitees” has the meaning set forth in Section 7.2.

“SpinCo Liabilities” has the meaning given to such term in the Separation and Distribution Agreement.

“SpinCo Non-Voting Preferred Stock” means the 12% Series A Cumulative Redeemable Non-Voting Preferred Stock, par value $0.01 per share, of SpinCo.

“SpinCo Separate Return” means any Separate Return that includes a member of the SpinCo Group, any assets of the SpinCo Group, or the SpinCo Business.

“SpinCo Series A GCI Group Common Stock” means the Series A GCI Group common stock, par value $0.01 per share, of SpinCo.

“SpinCo Series B GCI Group Common Stock” means the Series B GCI Group common stock, par value $0.01 per share, of SpinCo.

“SpinCo Series C GCI Group Common Stock” means the Series C GCI Group common stock, par value $0.01 per share, of SpinCo.

“SpinCo Ventures Group Common Stock” means SpinCo’s Series A Ventures Group common stock, par value $0.01 per share, Series B Ventures Group common stock, par value $0.01 per share, and Series C Ventures Group common stock, par value $0.01 per share.

“Straddle Period” means any Tax Period commencing on or prior to, and ending after, the Distribution Date.

“Subsidiary” when used with respect to any Person, means (i)(A) a corporation a majority in voting power of whose share capital or capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, (B) a partnership or limited liability company in which such Person or a Subsidiary of such Person is, at the date of determination, (1) in the case of a partnership, a general partner of such partnership with the power affirmatively to direct the policies and management of such partnership or (2) in the case of a limited liability company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such limited liability company, or (C) any other Person (other than a corporation, partnership, or limited liability company) in which such Person, one or more Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof, has or have (1) the power to elect or direct the election of a majority of the members of the governing body of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, or (2) in the absence of such a governing body, at least a majority voting interest or (ii) any other Person of which an aggregate of 50% or more of the equity interests are, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

“Tax” and “Taxes” means any and all federal, state, local or non-U.S. taxes, charges, fees, duties, levies, imposts, rates or other like governmental assessments or charges, and, without limiting the generality of the foregoing, shall include income, gross receipts, net worth, property, sales, use, license, excise, franchise, capital stock, employment, payroll, unemployment insurance, social security, Medicare, stamp, environmental, value added, alternative or added minimum, ad valorem, trade, recording, withholding, occupation or transfer taxes, together with any related interest, penalties and additions imposed by any Tax Authority.

“Tax Attributes” means net operating losses, capital losses, research and development deductions, credits and carryovers, general business credits and carryovers, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or comparable items that could affect a Tax liability for a past or future Tax Period.

“Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision, agency, commission or authority thereof that imposes such Tax, and the agency, commission or authority (if any) charged with the assessment, determination or collection of such Tax for such entity or subdivision.

“Tax Benefit” means a reduction in the Tax liability (or increase in a Tax Refund) of a Company (or any of its Subsidiaries) for any Tax Period that is utilized or realized in accordance with Section 2 of this Agreement.

“Tax Item” means any item of income, gain, loss, deduction, credit, recapture of credit or any similar item which increases or decreases Taxes paid or payable, including an adjustment under Section 481 of the Code resulting from a change in accounting method.

“Tax Law” means the law of any governmental entity or political subdivision thereof, and any controlling judicial or administrative interpretations of such law, relating to any Tax.

“Tax Period” means, with respect to any Tax, the year, or shorter period, if applicable, for which the Tax is reported as provided under applicable Tax Law. For the avoidance of doubt, references to “Tax Period” for any franchise or other doing business Tax shall mean the Tax Period during which the income, operations, assets, or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another Tax period is obtained by the payment of such Tax.

“Tax Proceeding” means any Tax audit, assessment, or other examination by any Tax Authority, as well as any controversy, litigation, other proceeding, or appeal thereof relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

“Tax Records” means Tax Returns, Tax Return work papers, documentation relating to any Tax Proceedings, and any other books of account or records required to be maintained under applicable Tax Laws (including but not limited to Section 6001 of the Code) or under any record retention agreement with any Tax Authority.

“Tax Refund” means a refund of Taxes previously paid and any overpayment interest within the meaning of Section 6611 of the Code or any similar provision under applicable Tax Law (whether paid by way of a refund or credited against any liability for related Taxes).

“Tax Return” means any return or report of Taxes due, any claims for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed (by paper, electronically or otherwise) under any applicable Tax Law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“TRA” has the meaning set forth in the recitals hereof.

“Transaction Taxes” means any Taxes imposed on any member of the Distributing Group or SpinCo Group as a result of the Transactions (including the Section 336(e) Elections and Section 338(h)(10) Elections) and/or the Combination, including any Taxes imposed on any payments made between the parties hereunder, under the TRA, or under the Separation and Distribution Agreement.

“Transactions” has the meaning set forth in the recitals hereof.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period (or portion thereof).

“Upstream Merger” has the meaning set forth in the recitals hereof.

“VWAP” means, with respect to the SpinCo Series C GCI Group Common Stock, a price per share of such stock equal to the volume-weighted average price over the first twenty (20) trading days following the commencement of regular way trading of such series of stock.

Section 2.      Allocation of Tax Liabilities, Tax Benefits and Certain Losses.

2.1            Liability for and the Payment of Taxes.

(a)            Distributing Liabilities and Payments. For any Tax Period (or portion thereof), Distributing shall (i) be liable for the Taxes (determined without regard to Tax Benefits) allocated to it by this Section 2, reduced by any Tax Benefits that are allowable under applicable Tax Law to reduce such Taxes and allocated to Distributing as provided by this Section 2, and (ii) pay such Taxes, as so reduced, either to SpinCo as required by Section 4.1 or to the applicable Tax Authority.

(b)            SpinCo Liabilities and Payments. For any Tax Period (or portion thereof), SpinCo shall (i) be liable for the Taxes (determined without regard to Tax Benefits) allocated to it by this Section 2, reduced by any Tax Benefits that are allowable under applicable Tax Law to reduce such Taxes and allocated to SpinCo as provided by this Section 2, and (ii) pay such Taxes, as so reduced, either to Distributing as required by Section 4.1 or to the applicable Tax Authority.

(c)            Tax Benefits. For purposes of Section 2.1(a)(i), (x) Distributing shall reduce Taxes allocated to it with any Tax Benefits allocated to Distributing that are allowable under applicable Tax Law in the same Tax Period (or portion thereof) prior to reducing such Taxes with any Tax Benefits allocated to SpinCo, and (y) Distributing shall reduce Taxes allocated to it by Tax Benefits allocated to SpinCo only to the extent such Tax Benefits are not taken into account by SpinCo pursuant to Section 2.1(b)(i) in the same Tax Period (or portion thereof). For purposes of Section 2.1(b)(i), (x) SpinCo shall reduce Taxes allocated to it with any Tax Benefits allocated to SpinCo that are allowable under applicable Tax Law in the same Tax Period (or portion thereof) prior to reducing such Taxes with any Tax Benefits allocated to Distributing, and (y) SpinCo shall reduce Taxes allocated to it by Tax Benefits allocated to Distributing only to the extent such Tax Benefits are not taken into account by Distributing pursuant to Section 2.1(a)(i) in the same Tax Period (or portion thereof).

2.2            Allocation Rules. For purposes of Section 2.1:

(a)            Except as otherwise provided in this Section 2.2, (i) SpinCo shall be allocated all Taxes and Tax Items (for the avoidance of doubt, excluding any Transaction Taxes and Tax Items that give rise to or increase any Transaction Taxes, and in each case, determined without regard to Tax Benefits) that are attributable to or arise from the SpinCo Business (including the operation and activities thereof) for any Tax Period (or portion thereof), and (ii) subject to Sections 2.2(c) and 2.2(d) of this Agreement, Tax Benefits for any Tax Period (or portion thereof) shall be allocated to SpinCo based on the losses, credits, or other applicable Tax Items attributable to or arising from the SpinCo Business that contribute to such Tax Benefits.

(b)            Subject to Section 2.2(c) and Section 2.2(d), Distributing shall be allocated (i) all Transaction Taxes, (ii) all Taxes and Tax Items of the Distributing Business, and (iii) subject to the TRA, all Tax Benefits to the extent not attributable to or arising from (x) the SpinCo Business, (y) the Section 338(h)(10) Elections, or (z) the Section 336(e) Elections.

(c)            Notwithstanding any other provision of this Agreement but subject to the TRA, all Tax Benefits resulting from the Section 338(h)(10) Elections and the Section 336(e) Elections shall be allocated to SpinCo pursuant to this Agreement.

(d)            Notwithstanding anything to the contrary in this Agreement, any payments by Distributing or SpinCo (or obligations of Distributing or SpinCo to make payments) pursuant to the TRA, and any receipt by Distributing or SpinCo of (or right of Distributing or SpinCo to receive) a payment pursuant to the TRA, shall, for purposes of this Agreement, not be considered a Tax, a Tax Item, a Tax Refund, or a Tax Benefit; provided, however, that any Taxes imposed on the receipt of payments pursuant to the TRA shall be considered Transaction Taxes pursuant to this Agreement. In the event of a conflict between the TRA and this Agreement regarding the allocation of Tax Benefits resulting from the Section 338(h)(10) Elections or the Section 336(e) Elections, the TRA shall control.

(e)            All payments in respect of Taxes (for the avoidance of doubt, not including any payments pursuant to the TRA) made by GCI or any of its Subsidiaries to Distributing or any of its Subsidiaries (other than GCI or its Subsidiaries) with respect to any Pre-Distribution Period shall reduce the amount of any Taxes allocated to SpinCo pursuant to this Section 2, except to the extent such payment is attributable to the payment of Taxes for which Distributing is entitled to a Tax Refund that is allocated to SpinCo pursuant to Section 2.2(g) or Section 8.1.

(f)            Subject to Section 2.2(g), no Group member that utilizes a Tax Benefit of a member of the other Group shall be required to compensate or make any payment to such member of the other Group with respect to the utilization of such Tax Benefit, except in the case of a breach of this Section 2.2.

(g)            If a Tax Benefit arises in any Post-Distribution Period in respect of any Tax Return, to the fullest extent permitted under applicable Tax Law, the SpinCo Group or the relevant member of the SpinCo Group, as applicable, shall waive the carryback of such Tax Benefit. Subject to the immediately preceding sentence, if a Tax Benefit attributable to a Tax Item attributable to or arising from the SpinCo Business is required to be carried back from a Tax Period beginning after the Distribution Date to generate a Tax Benefit on a Combined Return filed with respect to a Tax Period beginning in the Pre-Distribution Period then, upon the request of SpinCo, Distributing shall use its commercially reasonable efforts to obtain a Tax Refund in respect of such Tax Benefit (including by filing a claim for a Tax Refund or an amended Tax Return), and shall pay the amount of such Tax Benefit (net of any Taxes or expenses) over to SpinCo.

Section 3.      Preparation and Filing of Tax Returns.

3.1            Combined Returns. Except as otherwise provided in this Section 3, and subject to Sections 3.7 and 3.10:

(a)            With respect to Combined Returns, SpinCo shall be responsible for preparing a pro forma draft of the applicable portions of any such Combined Return that reflects Tax Items of the SpinCo Business, together with any applicable schedules, statements or other supporting documentation;

(b)            Distributing shall be responsible for preparing the portions of all Combined Returns for which SpinCo is not responsible pursuant to Section 3.1(a) and for filing completed Combined Returns;

3.2            Separate Returns. Distributing shall be responsible for preparing and filing (or causing to be prepared and filed) all Distributing Separate Returns, and SpinCo shall be responsible for preparing and filing (or causing to be prepared and filed) all SpinCo Separate Returns.

3.3            Provision of Information.

(a)            At the request of a Controlling Party, the Non-Controlling Party shall provide to the Controlling Party any information about members of the Non-Controlling Party’s Group that the Controlling Party needs to determine the amount of Taxes due on any Payment Date with respect to a Tax Return for which the Controlling Party is responsible pursuant to Section 3.1 or 3.2 and to properly and timely file all such Tax Returns.

(b)            If a member of the SpinCo Group supplies information to a member of the Distributing Group at the request of Distributing, or a member of the Distributing Group supplies information to a member of the SpinCo Group at the request of SpinCo, and an officer of the requesting Group intends to sign a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of the requesting Group identifying the information being so relied upon, a duly authorized officer of the Group supplying such information shall certify, to the best of such officer’s knowledge, the accuracy of the information so supplied.

3.4            Special Rules Relating to the Preparation of Tax Returns.

(a)            General Rule. Except as otherwise provided in this Agreement, including Sections 2.2(g), 3.1(a), 3.4(b), 3.4(c), 3.5, 3.7, 3.8, 3.9, 3.10, and 3.11, the Company responsible for filing (or causing to be filed) a Tax Return pursuant to Section 3.1 or 3.2 shall have the exclusive right, in its sole discretion, with respect to such Tax Return to determine (i) the manner in which such Tax Return shall be prepared and filed, including the methods, conventions, practices, principles, positions, and elections to be used and the manner in which any Tax Item shall be reported, (ii) whether any extensions may be requested, (iii) whether an amended Tax Return shall be filed, (iv) whether any claims for refund shall be made, (v) whether any refunds shall be paid by way of refund or credited against any liability for the related Tax and (vi) whether to retain outside firms to prepare or review such Tax Return.

(b)            Past Practices. The Controlling Party shall prepare, or cause to be prepared, any Tax Return described in Section 3.1 or 3.2 (other than, for the avoidance of doubt, any portion of such a Tax Return that reflects the Section 338(h)(10) Elections or Section 336(e) Elections) in a manner consistent with past practices, methods, conventions, principles, positions or elections used by the Controlling Party in preparing similar Tax Returns to the extent that such Tax Return reflects information that could reasonably be expected to impact the Tax liability of the Non-Controlling Party under this Agreement, except to the extent that taking such position would be contrary to applicable Tax Law or with the prior written consent of the Non-Controlling Party.

(c)            Right to Review and Consent to Tax Returns.

(i)            Notwithstanding any other provision of this Agreement (but subject to Sections 3.7, 3.8, 3.10 and 3.11), with respect to any Tax Return described in Section 3.1 or 3.2 that reflects the Transactions, the Controlling Party shall submit to the Non-Controlling Party a draft of the relevant portions of such Tax Return, together with any applicable schedules, statements or other supporting documentation, at least ten (10) business days prior to the due date (including extensions) for the filing of such Tax Returns for the Non-Controlling Party’s review and comment, which comments the Controlling Party shall consider in good faith; provided that, if SpinCo is the Controlling Party, SpinCo shall incorporate any reasonable, good faith comments received from Distributing which are consistent with the Intended Tax Treatment; provided, further, that if any such Tax Return with respect to which Distributing is the Controlling Party reflects a Tax Item that could reasonably be expected to result in a payment to be made under the TRA, (i) SpinCo shall have approval rights with respect to the relevant portion of such Tax Return insofar as it relates to any such Tax Items that are in excess of one million dollars ($1,000,000) in the aggregate (such approval not to be unreasonably delayed, conditioned or withheld), (ii) if such approval is not given, then SpinCo shall promptly notify Distributing and the disputed matters shall be resolved in accordance with Section 9, and if the disputed matters have not been resolved by the day that is five (5) business days prior to the due date (including extensions) for the filing of such Tax Return, such Tax Return shall be filed as prepared as if SpinCo had given such approval (revised to reflect all initially disputed matters that the parties have agreed upon prior to such date) and (iii) in the event that the resolution of the disputed matters is inconsistent with such Tax Return as filed, such Tax Return shall be amended to properly reflect the resolution of the disputed matters and proper adjustment shall be made to any amounts previously paid or required to be paid in accordance with this Agreement in a manner that reflects such resolution.

(ii)            With respect to any Tax Return (or portion thereof) described in Section 3.1 or 3.2 that does not reflect the Transactions and that does reflect any other information that could reasonably be expected to impact the Tax liability of the Non-Controlling Party under this Agreement, the Controlling Party shall submit to the Non-Controlling Party a draft of such Tax Return (or portion thereof), together with any applicable schedules, statements or other supporting documentation, at least ten (10) business days prior to the due date (including extensions) for the filing of such Tax Return for the Non-Controlling Party’s review, comment and approval (such approval not to be unreasonably delayed, conditioned or withheld). If the Non-Controlling Party disagrees with any item reflected on such Tax Return (or portion thereof), then the Non-Controlling Party shall promptly notify the Controlling Party and the disputed matters shall be resolved in accordance with Section 9; provided that, (i) if the disputed matters have not been resolved by the day that is five (5) business days prior to the due date (including extensions) for the filing of such Tax Return, such Tax Return shall be filed as prepared by the Controlling Party (revised to reflect all initially disputed matters that the parties have agreed upon prior to such date), and (ii) in the event that the resolution of the disputed matters is inconsistent with such Tax Return as filed, such Tax Return shall be amended to properly reflect the resolution of the disputed matters and proper adjustment shall be made to any amounts previously paid or required to be paid in accordance with this Agreement in a manner that reflects such resolution.

3.5            Consistent Returns. Unless otherwise required by a Final Determination or a change in law occurring after the date of this Agreement, all Tax Returns of the Distributing Group and the SpinCo Group shall be prepared and filed in a manner consistent with the Intended Tax Treatment.

3.6            Tax Payments. The party responsible under applicable law for remitting to the proper Tax Authority the Tax shown on any Tax Return which has been prepared pursuant to this Agreement shall be responsible for remitting to the proper Tax Authority the Tax shown on any such Tax Return.

3.7            Section 338(h)(10) Election. With respect to the Contribution, Distributing and SpinCo shall jointly make (or cause to be jointly made) timely and valid elections provided for by Section 338(h)(10) of the Code (and any corresponding elections under state, local or non-U.S. Tax Law) (collectively, the “Section 338(h)(10) Elections”)) with respect to GCI and any of GCI’s Subsidiaries treated as U.S. corporations for U.S. federal income tax purposes (GCI and such Subsidiaries together, the “Section 338(h)(10) Entities”). SpinCo shall be responsible for the preparation of the IRS Form 8023 (including any schedules thereto), any similar state, local or non-U.S. forms, and any other documentation as may be contemplated by applicable Tax Law or administrative practice to effect such Section 338(h)(10) Elections. SpinCo shall provide drafts of any such documentation to Distributing for its review and comment at least 30 days prior to the due date for filing such documentation. Distributing and SpinCo shall cooperate in making the Section 338(h)(10) Elections.

3.8            Section 338(h)(10) Allocation.

(a)            SpinCo shall provide Distributing with a proposed determination of the “Aggregate Deemed Sale Price” and the “Adjusted Grossed-Up Basis” (each as defined under applicable Treasury Regulations and calculated using the SpinCo Enterprise Value) and the allocation of such Aggregate Deemed Sale Price and Adjusted Grossed-Up Basis among the assets of the Section 338(h)(10) Entities in accordance with the applicable provisions of Sections 338 and 1060 of the Code and applicable Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Tax Law, as appropriate) and in a manner consistent with the methodology set forth in Treasury Regulation Section 1.338-6(b) (the “Section 338 Allocation Statement”). SpinCo shall deliver an initial draft of such Section 338 Allocation Statement, together with work papers demonstrating the basis for its proposed determination, to Distributing no later than one hundred twenty (120) days after the Distribution Date for Distributing’s review and comment. Distributing shall have the right to review and comment on such draft within the sixty (60) day period after receipt from SpinCo. SpinCo and Distributing shall negotiate in good faith to resolve any disputes relating to the Section 338 Allocation Statement. If SpinCo and Distributing are unable to resolve any such dispute through good faith negotiations, any disputed matters shall be resolved in accordance with Section 9; provided that, (i) if any dispute regarding the Section 338 Allocation Statement is not resolved prior to the time the parties are required to file any IRS Forms 8594 reflecting such allocation, the parties shall file such IRS Forms 8594 when due and reflect the Section 338 Allocation Statement as proposed by SpinCo, with any modifications then agreed to by the parties, and (ii) in the event that the resolution of the disputed matters is inconsistent with such IRS Forms 8594 as filed, such forms shall be amended to properly reflect the resolution of the disputed matters and proper adjustment shall be made to any amounts previously paid or required to be paid in accordance with this Agreement in a manner that reflects such resolution.

(b)            Notwithstanding anything else to the contrary contained in this Agreement or any other agreement, SpinCo and Distributing shall file all Tax Returns (including but not limited to IRS Forms 8594 and any supplemental or amended IRS Forms 8594) consistent with the Section 338 Allocation Statement as finalized pursuant to this Section 3.8, and no party shall (i) take or permit to be taken any action at any time that could reasonably be expected to jeopardize the effectiveness of the Section 338(h)(10) Elections or (ii) take or permit to be taken any position on any Tax Return, in connection with any Tax Proceeding or otherwise, that is inconsistent with such elections or with the Section 338 Allocation Statement as finalized pursuant to this Section 3.8, unless otherwise required by a Final Determination or a change in law occurring after the date of this Agreement.

3.9            Tax Attributes. As promptly as practicable following the close of the taxable year in which the Distribution occurs, SpinCo shall deliver to Distributing its determination in writing of the amount of any Tax Attributes arising in a Pre-Distribution Period which are allocated or apportioned to the members of the SpinCo Group in accordance with applicable Tax Law and this Agreement (“Proposed Attribute Allocation”). Distributing shall have forty-five (45) days to review the Proposed Attribute Allocation and provide SpinCo with any comments with respect thereto. If Distributing either provides no comments or provides comments to which SpinCo agrees in writing, such resulting determination will become final (the “Final Attribute Allocation”). If Distributing provides comments to the Proposed Attribute Allocation, the parties shall negotiate in good faith to resolve any disputes with respect thereto. If SpinCo and Distributing are unable to resolve any such dispute through good faith negotiations, such disputed matters shall be resolved in accordance with Section 9, and the allocation as so determined shall become the Final Attribute Allocation. All members of the Distributing Group and all members of the SpinCo Group shall prepare all Tax Returns in accordance with the Final Attribute Allocation. In the event that a party becomes aware of any adjustment or proposed adjustment to any Tax Attributes, such party shall promptly notify the other party thereof. Any increase or reduction in any Tax Attribute as a result of a Tax Proceeding shall be allocated to the party to whom such Tax Attribute was originally allocated pursuant to this Section 3.9.

3.10          Section 336(e) Elections. With respect to the Distribution, Distributing shall make (or cause to be made) timely and valid protective elections under Section 336(e) of the Code (and any corresponding elections under state, local or non-U.S. Tax Law) (the “Section 336(e) Elections”) with respect to SpinCo, GCI and any of GCI’s Subsidiaries treated as U.S. corporations for U.S. federal income tax purposes (SpinCo, GCI and such Subsidiaries together, the “Section 336(e) Entities”). SpinCo shall be responsible for the preparation of any documentation as may be contemplated by applicable Tax Law or administrative practice to effect such Section 336(e) Elections, including written, binding agreements satisfying the requirements of Treasury Regulations Section 1.336-2(h)(1)(i), and election statements satisfying the requirements of Treasury Regulations Sections 1.336-2(h)(5) and (h)(6). SpinCo shall provide drafts of any such documentation to Distributing for its review and comment at least 30 days prior to the due date for filing such documentation. Distributing and SpinCo shall cooperate in making the Section 336(e) Elections and execute the agreements required to effect such Section 336(e) Elections.

3.11          Section 336(e) Allocation.

(a)            SpinCo shall provide Distributing with a proposed determination of the “Aggregate Deemed Asset Disposition Price” and the “Adjusted Grossed-Up Basis” (each as defined under applicable Treasury Regulations and calculated using the SpinCo Enterprise Value) and the allocation of such Aggregate Deemed Asset Disposition Price and Adjusted Grossed-Up Basis among the assets of the Section 336(e) Entities in accordance with the applicable provisions of Sections 336(e) of the Code and applicable Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Tax Law, as appropriate) (the “Section 336 Allocation Statement”). SpinCo shall deliver an initial draft of such Section 336 Allocation Statement, together with work papers demonstrating the basis for its proposed determination, to Distributing no later than one hundred twenty (120) days after the Distribution Date for Distributing’s review and comment. Distributing shall have the right to review and comment on such draft within the sixty (60) day period after receipt from SpinCo. SpinCo and Distributing shall negotiate in good faith to resolve any disputes relating to the Section 336 Allocation Statement. If SpinCo and Distributing are unable to resolve any such dispute through good faith negotiations, any disputed matters shall be resolved in accordance with Section 9; provided that, (i) if any dispute regarding the Section 336 Allocation Statement is not resolved prior to the time the parties are required to file any IRS Forms 8594 reflecting such allocation, the parties shall file such IRS Forms 8594 when due and reflect the Section 336 Allocation Statement as proposed by SpinCo, with any modifications then agreed to by the parties, and (ii) in the event that the resolution of the disputed matters is inconsistent with such IRS Forms 8594 as filed, such forms shall be amended to properly reflect the resolution of the disputed matters and proper adjustment shall be made to any amounts previously paid or required to be paid in accordance with this Agreement in a manner that reflects such resolution.

(b)            Notwithstanding anything else to the contrary contained in this Agreement or any other agreement, SpinCo and Distributing shall file all Tax Returns (including but not limited to IRS Forms 8594 and any supplemental or amended IRS Forms 8594) consistent with the Section 336 Allocation Statement as finalized pursuant to this Section 3.11, and no party shall (i) take or permit to be taken any action that is not expressly contemplated by this Agreement, the Separation and Distribution Agreement, or the Merger Agreement that could reasonably be expected to jeopardize the effectiveness of the Section 336(e) Elections or (ii) take or permit to be taken any position on any Tax Return, in connection with any Tax Proceeding or otherwise, that is inconsistent with the Section 336 Allocation Statement as finalized pursuant to this Section 3.11, unless otherwise required by a Final Determination or a change in law occurring after the date of this Agreement.

Section 4.      Payments.

4.1            Indemnification Payments.

(a)            Tax Payments Made by the Distributing Group. If any member of the Distributing Group is required to make a payment to a Tax Authority for Taxes for which SpinCo is responsible under this Agreement, Distributing shall provide notice to SpinCo of the amount due and describe in reasonable detail the particulars relating thereto. Unless SpinCo disputes the amount it is liable for under this Agreement, SpinCo shall reimburse Distributing for the amount of Taxes allocated to SpinCo set forth in the notice not later than the later of (i) ten (10) business days after receiving the notice requesting such amount, and (ii) three (3) business days prior to the date such payment is required to be made to such Tax Authority. To the extent that SpinCo does not agree with the amount of any Taxes set forth in the notice, the disputed matters shall be resolved in accordance with Section 9. Distributing shall, promptly following the payment of any Taxes described in this Section 4.1(a) to the relevant Tax Authority, provide to SpinCo evidence of such payment and a statement detailing the Taxes paid.

(b)            Tax Payments Made by the SpinCo Group. If any member of the SpinCo Group is required to make a payment to a Tax Authority for Taxes for which Distributing is responsible under this Agreement, SpinCo shall provide notice to Distributing of the amount due and describe in reasonable detail the particulars relating thereto. Unless Distributing disputes the amount it is liable for under this Agreement, Distributing shall reimburse SpinCo for the amount of Taxes allocated to Distributing set forth in the notice not later than the later of (i) ten (10) business days after receiving the notice requesting such amount, and (ii) three (3) business days prior to the date such payment is required to be made to such Tax Authority. To the extent that Distributing does not agree with the amount of any Taxes set forth in the notice, the disputed matters shall be resolved in accordance with Section 9. SpinCo shall, promptly following the payment of any Taxes described in this Section 4.1(b) to the relevant Tax Authority, provide to Distributing evidence of such payment and a statement detailing the Taxes paid.

4.2            Initial Determinations and Subsequent Adjustments. The initial determination of the amount of any payment that one Company is required to make to another under this Agreement shall be made on the basis of the Tax Return as filed, or, if the Tax to which the payment relates is not reported in a Tax Return, on the basis of the amount of Tax initially paid to the Tax Authority. The amounts paid under this Agreement shall be redetermined, and additional payments relating to such redetermination shall be made, as appropriate, if as a result of an audit by a Tax Authority or for any other reason (x) additional Taxes to which such determination relates are subsequently paid, (y) a Tax Refund relating to such Taxes is received or realized, or (z) the amount or character of any Tax Item is adjusted or redetermined. Each payment required by the immediately preceding sentence (i) as a result of a payment of additional Taxes will be due ten (10) business days after the date on which the additional Taxes were paid or, if later, ten (10) business days after the date of a request from the other Company for the payment, (ii) as a result of the receipt or realization of a Tax Refund will be due ten (10) business days after the Tax Refund was received or realized, or (iii) as a result of an adjustment or redetermination of the amount or character of a Tax Item will be due ten (10) business days after the date on which the final action resulting in such adjustment or redetermination is taken by a Tax Authority or either Company or any of their Subsidiaries. If a payment is made as a result of an audit by a Tax Authority which does not conclude the matter, further adjusting payments will be made, as appropriate, to reflect the outcome of subsequent administrative or judicial proceedings.

4.3            Tax Consequences of Payments. For U.S. federal income tax purposes and all other applicable Tax purposes and except as otherwise required by a Final Determination, the parties hereto shall treat any payment made between the parties after the Distribution Date pursuant to this Agreement, the TRA or the Separation and Distribution Agreement (other than amounts treated as interest for U.S. federal income tax purposes, which shall be taxable as such) as an adjustment to the purchase price in any taxable transaction deemed to occur as a result of the Section 338(h)(10) Elections or the Section 336(e) Elections with respect to the Contribution and the Distribution. No party shall take any position inconsistent with this treatment on any Tax Return or in any Tax Proceeding.

Section 5.      Assistance and Cooperation. In addition to the obligations enumerated in Sections 3.3 and 8.4, Distributing and SpinCo shall reasonably cooperate (and shall cause their respective Subsidiaries and Affiliates to reasonably cooperate) with each other and with each other’s agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies (and their respective Subsidiaries and Affiliates), including (i) provision of relevant documents and information in their possession that are reasonably requested by the other party, (ii) making available to each other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the parties or their respective Subsidiaries or Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any Tax Proceedings, and (iii) maintaining such books and records and providing such information and executing such documents as may be reasonably requested in connection with the filing of Combined Returns and Separate Returns, or the filing of a Tax Refund claim (including certification, to the best of a party’s knowledge, of the accuracy and completeness of the information it has supplied); provided that, the party requesting information or assistance pursuant to this Section 5 shall reimburse the other party for any reasonable and documented out-of-pocket costs and expenses incurred by such other party in connection with such request. Notwithstanding the foregoing, neither Distributing nor SpinCo (nor any of their respective Subsidiaries and Affiliates) shall be required to provide to the other access to, or copies of, any information or documents to the extent that doing so could reasonably be expected to result in the waiver of any Privilege, violate any law, or be commercially detrimental; provided that the parties shall use reasonable best efforts to permit compliance with the information request in a manner that avoids any such harm or consequence.

Section 6.      Tax Records.

6.1            Retention of Tax Records. Each of Distributing and SpinCo shall preserve, and shall cause their respective Subsidiaries to preserve, all Tax Records that are in their possession, and that could affect the liability of any member of the other Company’s Group for Taxes, for as long as the contents thereof may become material in the administration of any matter under applicable Tax Law, but in any event until the later of (x) the expiration of any applicable statutes of limitation, as extended, and (y) seven (7) years after the Distribution Date.

6.2            Access to Tax Records. SpinCo shall make available, and cause its Subsidiaries to make available, to members of the Distributing Group for inspection and copying, during normal business hours and upon reasonable notice, the portion of any Tax Records in their possession which is reasonably necessary for the preparation of a Tax Return by a member of the Distributing Group or any of their Affiliates or with respect to any Tax Proceeding relating to such return. Distributing shall make available, and cause its Subsidiaries to make available, to members of the SpinCo Group for inspection and copying, during normal business hours and upon reasonable notice, the portion of any Tax Records in their possession which is reasonably necessary for the preparation of a Tax Return by a member of the SpinCo Group or any of their Affiliates or with respect to any Tax Proceeding relating to such return.

6.3            Confidentiality. Each party hereby agrees that it will hold, and shall use its reasonable best efforts to cause its officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence all records and information prepared and shared by and between the parties in carrying out the intent of this Agreement, except as may otherwise be necessary in connection with the filing of Tax Returns or any Tax Proceedings or unless disclosure is compelled by a governmental authority. Information and documents of one party (the “Disclosing Party”) shall not be deemed to be confidential for purposes of this Section 6.3 to the extent such information or document (i) is previously known to or in the possession of the other party or parties (the “Receiving Party”) and is not otherwise subject to a requirement to be kept confidential, (ii) becomes publicly available by means other than unauthorized disclosure under this Agreement by the Receiving Party or (iii) is received from a third party without, to the knowledge of the Receiving Party after reasonable diligence, a duty of confidentiality owed to the Disclosing Party.

6.4            Delivery of Tax Records. As soon as practicable following the Distribution Date or, if later, the filing of any applicable Tax Return filed after the Distribution Date, Distributing shall provide to SpinCo (to the extent not previously provided to or held by any member of the SpinCo Group on the Distribution Date) copies of (i) the Separate Returns of any member of the SpinCo Group filed on or before the Distribution Date, (ii) the relevant portions of any other Tax Returns with respect to any member of the SpinCo Group, and (iii) other existing Tax Records (or the relevant portions thereof) reasonably necessary to prepare and file any Tax Returns of, or with respect to, the members of the SpinCo Group, or to defend or contest Tax matters relevant to the members of the SpinCo Group, including in each case, all Tax Records related to Tax Items of the members of the SpinCo Group and any and all written communications or agreements with, or rulings by, any Tax Authority with respect to any member of the SpinCo Group.

Section 7.      Restrictions on Certain Actions of Distributing and SpinCo; Indemnity.

7.1            Intended Tax Treatment. Following the Effective Time, SpinCo shall not, and shall cause the members of the SpinCo Group and their Affiliates not to, and Distributing shall not, and shall cause the members of the Distributing Group and their Affiliates not to, take any action that, or fail to take any action the failure of which, would be inconsistent with the Transactions qualifying, or would reasonably be expected to preclude the Transactions from qualifying, for the Intended Tax Treatment.

7.2            Distributing Indemnity. Distributing agrees to indemnify and hold harmless each member of the SpinCo Group (the “SpinCo Indemnitees”) from and against any and all (without duplication) (a) Taxes allocated to Distributing pursuant to Section 2 of this Agreement, (b) Transaction Taxes, (c) Taxes and Losses arising out of or based upon any breach or non-performance of any covenant or agreement made or to be performed by Distributing contained in this Agreement, and (d) Losses, including reasonable out-of-pocket legal, accounting and other advisory and court fees and expenses, incurred in connection with the items described in clauses (a) through (c) of this Section 7.2; provided, however, that notwithstanding clauses (a), (c) and (d) of this Section 7.2, Distributing shall not be responsible for, and shall have no obligation to indemnify or hold harmless any SpinCo Indemnitee for, any Taxes or Losses arising out of or based upon any breach or non-performance of any covenant or agreement made or to be performed by SpinCo contained in this Agreement.

7.3            SpinCo Indemnity. SpinCo agrees to indemnify and hold harmless each member of the Distributing Group (the “Distributing Indemnitees”) from and against any and all (without duplication) (a) Taxes allocated to SpinCo pursuant to Section 2 of this Agreement, (b) Taxes and Losses arising out of or based upon any breach or non-performance of any covenant or agreement made or to be performed by SpinCo contained in this Agreement, and (c) Losses, including reasonable out-of-pocket legal, accounting and other advisory and court fees, incurred in connection with the items described in clauses (a) and (b) of this Section 7.3; provided, however, that notwithstanding clauses (a), (b) and (c) of this Section 7.3, SpinCo shall not be responsible for, and shall have no obligation to indemnify or hold harmless any Distributing Indemnitee for, (x) any Transaction Taxes, or (y) any Taxes or Losses arising out of or based upon any breach or non-performance of any covenant or agreement made or to be performed by Distributing contained in this Agreement.

Section 8.      Tax Refunds; Tax Proceedings.

8.1            Tax Refunds. Subject to Section 2.2(c), (d) and (g), (a) Distributing shall have the right to any Tax Refunds, and any interest thereon, in respect of any Tax that is the responsibility of Distributing under this Agreement, and SpinCo shall promptly pay over to Distributing any Tax Refund to which Distributing is entitled pursuant to this Section 8.1 that is received by a member of the SpinCo Group within ten days of receipt, and (b) SpinCo shall have the right to any Tax Refund, and any interest thereon, in respect of any Tax that is the responsibility of SpinCo under this Agreement, and Distributing shall promptly pay over to SpinCo any Tax Refund to which SpinCo is entitled pursuant to this Section 8.1 that is received by a member of the Distributing Group within ten days of receipt. If a party pays any amount over to another party pursuant to this Section 8.1 and the Tax Refund to which such amount relates is subsequently disallowed, such other Group shall repay such amount to such party together with any interest or penalties due thereon.

8.2            Notices of Tax Proceedings. If a Company becomes aware of the existence of a Tax issue that may give rise to an indemnification obligation under this Agreement, such party shall give prompt notice to the other party of such issue (and such notice shall contain factual information, to the extent known, describing any asserted Tax liability in reasonable detail), and shall promptly forward to the other party copies of all notices and material communications with any Tax Authority relating to such issue. Failure to give timely notice shall not affect the indemnities given hereunder except, and only to the extent that, the indemnifying party shall have been actually materially prejudiced as a result of such failure.

8.3            Control of Tax Proceedings.

(a)            General Rule. Except as provided in Section 8.3(b) and (c), with respect to any Combined Returns and Separate Returns, the Controlling Party shall have the right, in its discretion and at its expense, to control, contest, and represent the interests of each member of the Distributing Group and/or the SpinCo Group, as applicable, in any Tax Proceeding relating to such Tax Return and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Tax Proceeding. Except as otherwise provided in Section 8.3(b) or (c), the Controlling Party’s rights shall extend to any matter pertaining to the management and control of a Tax Proceeding, including execution of waivers, choice of forum, scheduling of conferences and the resolution of any Tax Item.

(b)            Tax Proceedings Relating to Transaction Taxes. Notwithstanding anything to the contrary in this Agreement, Distributing will have the right to control the defense, compromise, or settlement of any pending or threatened Tax Proceeding, or other claim, action, suit, investigation or proceeding brought by a third party, relating to any Transaction Taxes regardless of the type of Tax Return to which such proceeding relates; provided that Distributing shall keep SpinCo informed, and shall consult with SpinCo in good faith, with respect to the conduct of any such proceeding, and shall act in good faith with a view to the merits in connection with such proceeding; provided, further, that, if any such proceeding relates to Tax Items that could reasonably be expected to result in any payment to be made under the TRA, (i) SpinCo shall also be entitled to participate in such proceeding at its expense, insofar as any such Tax Items are concerned, and (ii) Distributing shall not settle or compromise any such Tax Item that is in excess of one million dollars ($1,000,000.00) without SpinCo’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(c)            Other Non-Controlling Party Participation Rights. With respect to a Tax Proceeding (other than any Tax Proceeding relating to Transaction Taxes) relating to any Tax Return in which any Tax Item allocated to the Non-Controlling Party or any of its Subsidiaries is a subject of such Tax Proceeding (a “Contested Non-Controlling Party Item”), (i) the Non-Controlling Party shall be entitled to participate in such Tax Proceeding at its expense, insofar as the liabilities of the Non-Controlling Party or any of its Subsidiaries are concerned, (ii) the Controlling Party shall keep the Non-Controlling Party updated and informed, and shall consult with the Non-Controlling Party, with respect to any Contested Non-Controlling Party Item, (iii) the Controlling Party shall act in good faith with a view to the merits in connection with such Tax Proceeding, and (iv) the Controlling Party shall not settle or compromise any Contested Non-Controlling Party Item that is in excess of one million dollars ($1,000,000.00) without the Non-Controlling Party’s prior written consent, which consent shall not be unreasonably withheld or delayed.

8.4            Cooperation. The parties shall provide each other with all information relating to a Tax Proceeding which is reasonably requested by the other party or parties to handle, participate in, defend, settle, or contest the Tax Proceeding. At the request of a party, the other party shall take any reasonable action (e.g., executing a power of attorney) that is necessary to enable the requesting party to exercise its rights under this Agreement in respect of a Tax Proceeding. SpinCo shall assist Distributing, and Distributing shall assist SpinCo, in taking any commercially reasonable actions that are necessary or desirable to minimize the effects of any adjustment made by a Tax Authority. The indemnifying party shall reimburse the indemnified party for any reasonable out-of-pocket costs and expenses incurred in complying with this Section 8.4.

Section 9.      Disagreements.

9.1            Discussion. The parties agree to try, and to cause the members of their respective Groups to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between any member of the Distributing Group, on the one hand, and any member of the SpinCo Group, on the other hand, as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Tax departments of the parties shall negotiate in good faith to resolve the Dispute.

9.2            Escalation. If good faith negotiations between the respective Tax departments of the parties do not result in a resolution of the Dispute, then upon written request of either party, the disputed matters shall be escalated to general counsels (or equivalent positions) of the parties or such other officers of the parties at a senior level of management as the parties may designate (the “Senior Executives”). The Senior Executives shall negotiate in good faith for a reasonable period of time to attempt to resolve the Dispute. All offers, promises, conduct and statements, whether oral or written, relating to trying to resolve the Dispute shall be treated as confidential and privileged information developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible in any subsequent proceeding between the parties.

9.3            Mediation. Subject to Section 9.4:

(a)            If the Senior Executives are unable to resolve the Dispute within thirty (30) business days, or such other period of time as the Senior Executives may agree, then either party to the Dispute shall have the right to refer the Dispute to mediation by providing written notice to the other party, in which case the parties to the Dispute shall refer the Dispute to a mediator appointed pursuant to the mediation rules of the American Arbitration Association (unless the parties to the Dispute mutually agree to select an alternative set of mediation rules). Each party to the Dispute will share the administrative costs of the mediation and the mediator’s fees and expenses equally, and each party to the Dispute shall bear all of its other costs and expenses related to the mediation, including attorney’s fees, witness fees, and travel expenses. The mediation shall take place in New York City unless the parties to the Dispute mutually agree to select an alternative forum.

(b)            If the parties to the Dispute are unable to resolve the Dispute through mediation within forty-five (45) business days of the appointment of the mediator (or the earlier withdrawal thereof), each party to such Dispute shall be entitled to seek relief in a court of competent jurisdiction pursuant to Section 10.3.

9.4            Referral to Independent Accountant for Computational Disputes. Notwithstanding anything to the contrary in this Section 9, with respect to any Dispute under this Agreement involving computational matters (or, if a Dispute involves both computational and non-computational matters, the portion of the Dispute relating to computational matters, so long as such portion can reasonably be separated from the other matters in dispute), if the parties are unable to resolve the Dispute through the discussion and escalation processes set forth in Sections 9.1 and 9.2, then, unless the parties mutually agree to select an alternative forum, the Dispute will be referred to a nationally recognized accounting firm that is mutually acceptable to the parties (the “Independent Accountant”) for resolution. The Independent Accountant may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Independent Accountant deems necessary to assist it in resolving the Dispute. The Independent Accountant shall be instructed to furnish written notice to the parties of its resolution of the Dispute as soon as practical, but in any event no later than forty-five (45) business days after its acceptance of the matter for resolution. Any such resolution by the Independent Accountant will be conclusive and binding on the parties. Following receipt of the Independent Accountant’s written notice to the parties of its resolution of the Dispute, the parties shall each take or cause to be taken any action necessary to implement such resolution of the Independent Accountant. All costs, fees, and expenses incurred with respect to the resolution of the Dispute shall be borne equally by the parties, except that if the Independent Accountant determines that the proposed position submitted by a party to the Independent Accountant for its determination is frivolous, has not been asserted in good faith, or is not supported by substantial authority, then 100% of such costs, fees, and expenses shall be borne by such party.

9.5            Injunctive Relief. Nothing in this Section 9 will prevent the parties from seeking injunctive relief if any delay resulting from the efforts to resolve the Dispute through the processes set forth above could result in serious and irreparable injury to the other parties. Notwithstanding anything to the contrary in this Agreement, Distributing and SpinCo (and their respective successors and permitted transferees and assigns) are the only entities entitled to commence a dispute resolution procedure under this Agreement, and Distributing, on the one hand, and SpinCo, on the other hand, will cause members of the Distributing Group and the members of the SpinCo Group, respectively, not to commence any dispute resolution procedure other than as provided in this Section 9.

Section 10.      General Provisions.

10.1         Termination. This Agreement shall terminate at such time as all obligations and liabilities of the parties hereto have been satisfied. The obligations and liabilities of the parties arising under this Agreement shall continue in full force and effect until all such obligations have been met and such liabilities have been paid in full, whether by expiration of time, operation of law, or otherwise. The obligations and liabilities of each party are made for the benefit of, and shall be enforceable by, the other parties and their successors and permitted assigns.

10.2         Predecessors or Successors. Any reference to Distributing, SpinCo, their respective Subsidiaries, or any other Person in this Agreement shall include any predecessors or successors (e.g., by merger or other reorganization, liquidation, conversion, or election under Treasury Regulations Section 301.7701-3, and including any “successor” as defined in Treasury Regulations Section 1.1502-77(b)(1)) of Distributing, SpinCo, such Subsidiary, or such Person, respectively.

10.3         Governing Law; Jurisdiction. This Agreement and the legal relations between the parties hereto will be governed in all respects, including validity, interpretation and effect, by the laws of the State of Delaware applicable to contracts made and performed wholly therein, without giving effect to any choice or conflict of laws provisions or rules that would cause the application of the laws of any other jurisdiction. Except as otherwise provided in Section 9, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with Section 10.5 and this Section 10.3, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or the subject matter hereof may not be enforced in or by such courts. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 10.5 shall be deemed effective service of process on such party.

10.4         Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.4.

10.5         Notices. All notices, requests, and other communications hereunder shall be in writing and shall be delivered in person, by electronic mail (with confirming copy sent by one of the other delivery methods specified herein), by overnight courier or sent by certified, registered or express air mail, postage prepaid, and shall be deemed given when so delivered in person, or when so received by electronic mail or courier, or, if mailed, three (3) calendar days after the date of mailing, as follows:

(a) If to Distributing, to:

Liberty Broadband Corporation

12300 Liberty Boulevard

Englewood, CO 80112

Attention: Chief Legal Officer

Email: [Separately Provided]

(b) If to SpinCo, to:

GCI Liberty, Inc.

12300 Liberty Boulevard

Englewood, CO 80112

Attention: Chief Legal Officer

Email: [Separately Provided]

or to such other address as the party to whom notice is given may have previously furnished to the other parties in writing in the manner set forth above, provided that any such notice, request or other communication to Distributing or SpinCo not made by electronic mail shall be accompanied by a confirming copy sent by electronic mail.

10.6         Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together constitute one Agreement.

10.7         Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to a merger of a party (including as a result of the Combination), neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party; provided, however, that nothing in this Section 10.7 shall prohibit Charter from (i) becoming a party to this Agreement pursuant to the Charter Joinder and (ii) being entitled to exercise and enforce all of the rights of Distributing, and being jointly and severally liable for all of the obligations and liabilities of Distributing, under this Agreement pursuant to the Charter Joinder.

10.8         Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Upon a determination that any provision of this Agreement is prohibited or unenforceable in any jurisdiction, the parties 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 in order that the provisions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

10.9         Amendments; Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Except as otherwise provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law. Any consent provided under this Agreement must be in writing, signed by the party against whom enforcement of such consent is sought.

10.10       Effective Date. This Agreement shall become effective on the date recited above on which the parties entered into this Agreement.

10.11       Changes in Law. Any reference to a provision of the Code, Treasury Regulations, or any other Tax Law shall be deemed to refer to the relevant provisions of any successor statute, regulation, or law and shall refer to such provisions as in effect from time to time.

10.12       Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of such party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its charter or bylaws or any agreement, instrument or order binding such party.

10.13       No Third Party Beneficiaries. Except as provided in Sections 7.2, 7.3, and 10.7, this Agreement is solely for the benefit of the parties and their respective Subsidiaries and is not intended to confer upon any other Person any rights or remedies hereunder. Notwithstanding anything in this Agreement to the contrary, this Agreement is not intended to confer upon any SpinCo Indemnitees any rights or remedies against SpinCo hereunder, and this Agreement is not intended to confer upon any Distributing Indemnitees any rights or remedies against Distributing hereunder.

10.14       Entire Agreement. This Agreement and the TRA (and, as and when executed, the Charter Joinder and the Charter TRA Joinder) together embody the entire understanding between the parties relating to their subject matter and supersede and terminate any prior agreements and understandings between the parties with respect to such subject matter, and no party to this Agreement shall have any right, responsibility, obligation or liability under any such prior agreement or understanding. Any and all prior correspondence, conversations and memoranda are merged herein and shall be without effect hereon. No promises, covenants, or representations of any kind, other than those expressly stated herein, have been made to induce any party to enter into this Agreement.

10.15       No Strict Construction; Interpretation

(a)            Distributing and SpinCo each acknowledge that this Agreement has been prepared jointly by the parties hereto and shall not be strictly construed against any party hereto.

(b)            When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference shall be to an Article of, a 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,” “included,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby,” 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. The words “date hereof” shall refer to the date of this Agreement. The term “or” is not exclusive and means “and/or” unless the context in which such phrase is used shall dictate otherwise. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other such thing extends, and such phrase shall not mean simply “if” unless the context in which such phrase is used shall dictate otherwise. 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. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers as of the date set forth above.

[Signature Page to Tax Sharing Agreement]

Exhibit 10.2

TAX RECEIVABLES AGREEMENT

This TAX RECEIVABLES AGREEMENT (this “Agreement”), dated as of July 14, 2025, is hereby entered into by and between Liberty Broadband Corporation, a Delaware corporation (“LBRD”), and GCI Liberty, Inc., a Nevada corporation (“SpinCo”).

WHEREAS, LBRD has entered into the Agreement and Plan of Merger, dated as of November 12, 2024 (as it may be amended from time to time, the “Merger Agreement”), between LBRD, Charter Communications, Inc., a Delaware corporation (“Charter”), Fusion Merger Sub 1, LLC, a single member Delaware limited liability company and a direct, wholly-owned Subsidiary of Charter (“Merger LLC”), and Fusion Merger Sub 2, Inc., a Delaware corporation and a direct wholly-owned Subsidiary of Merger LLC (“Merger Sub”), pursuant to which (a) Merger Sub will merge with and into LBRD (the “Merger”), and (b) LBRD (as the surviving corporation in the Merger) will immediately thereafter merge with and into Merger LLC (the “Upstream Merger,” and together with the Merger, the “Combination”);

WHEREAS, LBRD and SpinCo have entered into the Separation and Distribution Agreement, dated as of June 19, 2025 (the “Separation and Distribution Agreement”), pursuant to which, prior to the Combination, (a) LBRD will contribute the SpinCo Assets and SpinCo Contributed Businesses (each as defined below), including all of the outstanding equity interests of GCI, LLC, a Delaware limited liability company treated as a corporation for U.S. federal income tax purposes (“GCI”), to SpinCo in exchange for (i) 10,000 shares of SpinCo Non-Voting Preferred Stock (as defined below), (ii) the constructive issuance of common stock of SpinCo, and (iii) the assumption by SpinCo of the SpinCo Liabilities (as defined below) (the “Contribution”), (b) following the Contribution, the Amended SpinCo Charter authorizing shares of SpinCo GCI Group Common Stock and SpinCo Ventures Group Common Stock shall become effective, and SpinCo’s outstanding common stock will be reclassified into a sufficient number of shares of SpinCo Series A GCI Group Common Stock, SpinCo Series B GCI Group Common Stock, and SpinCo Series C GCI Group Common Stock (together, the “Recapitalized SpinCo Common Stock,” and such transaction, the “Recapitalization”) necessary to effect the Distribution (as defined below), and (c) LBRD will distribute all of the Recapitalized SpinCo Common Stock to the shareholders of LBRD, as described in the Separation and Distribution Agreement (the “Distribution,” and together with the Contribution, the Recapitalization, and the Preferred Stock Sale (as defined below), the “Transactions”);

WHEREAS, LBRD has entered into the Series A Preferred Stock Purchase Agreement, dated as of May 5, 2025, by and among Janus Henderson Income ETF, Janus Henderson Multi-Sector Income Fund (together, “Preferred Buyers”) and SpinCo, pursuant to which LBRD will sell to Preferred Buyers the SpinCo Non-Voting Preferred Stock immediately following the Contribution (the “Preferred Stock Sale”);

WHEREAS, LBRD and SpinCo are, on the date hereof, entering into the Tax Sharing Agreement (the “TSA”), which will govern the respective rights and obligation of LBRD and SpinCo with respect to certain Tax matters following the Transactions; WHEREAS, the parties hereto intend that, for U.S. federal income tax purposes, (i) the Contribution shall qualify (taking into account the Preferred Stock Sale and the Distribution) as a “qualified stock purchase” as defined in Section 338(d)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to which the Section 338(h)(10) Elections (as defined below) can validly be made (including by any applicable successor of LBRD) with respect to the Section 338(h)(10) Entities (as defined below), (ii) any Tax benefits resulting from the Section 338(h)(10) Elections and the Section 336(e) Elections (as defined below) shall not be subject to any limitation pursuant to Section 197(f)(9) of the Code and/or Treasury Regulations Section 1.197-2(h), and (iii) the receipt of SpinCo stock by LBRD shareholders in the Distribution, if any, shall be treated as the receipt of “other property” described in Section 356 of the Code to which Section 356(a)(2) of the Code does not apply pursuant to the Combination;

WHEREAS, pursuant to the TSA, LBRD and SpinCo intend to file joint elections under Section 338(h)(10) of the Code with respect to the Contribution, which elections are expected to result in a Basis Adjustment (as defined below) to the tangible and intangible assets owned by the Section 338(h)(10) Entities as of the date of the Contribution;

WHEREAS, pursuant to the TSA, LBRD and SpinCo intend for LBRD to file protective elections under Section 336(e) of the Code with respect to the Distribution, which elections may result in a Basis Adjustment to the tangible and intangible assets owned by SpinCo and the Section 338(h)(10) Entities as of the date of the Distribution;

WHEREAS, SpinCo is expected to file a consolidated U.S. federal income tax return as the common parent of a consolidated group that will initially consist of SpinCo and the Section 338(h)(10) Entities following the Transactions (the “SpinCo Group”);

WHEREAS, the income, gain, loss, expense and other Tax (as defined below) items of the SpinCo Group may be affected by the Basis Adjustment; and

WHEREAS, the parties to this Agreement desire to make certain arrangements with respect to the effect of the Basis Adjustment on the actual liability for Taxes of the SpinCo Group.

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01         Definitions. As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Any reference in this Agreement to SpinCo, GCI, or LBRD shall be deemed to include such party’s successors in interest.

“Accounting Firm” means, as of any time, the accounting firm that prepares the computation of Excess Realized Tax Benefits for the SpinCo Group.

“Aggregate Actual Basis Adjustment Amount” means the total net positive Basis Adjustment (as adjusted for any Determination and, for the avoidance of doubt, including any additional tax basis arising from amounts paid pursuant to this Agreement) in the assets of the SpinCo Group as a result of (i) the Contribution and the making of the Section 338(h)(10) Elections with respect to the Section 338(h)(10) Entities and, without duplication, (ii) the Distribution and the making of the Section 336(e) Elections with respect to SpinCo and the Section 338(h)(10) Entities.

“Aggregate Excess Basis Adjustment Amount” means the excess, if any, of (i) the Aggregate Actual Basis Adjustment Amount over (ii) the Aggregate Hypothetical Basis Adjustment Amount.

“Aggregate Hypothetical Basis Adjustment Amount” means the total net positive Basis Adjustment in the assets of the SpinCo Group as a result of (i) the Contribution and the making of the Section 338(h)(10) Elections with respect to the Section 338(h)(10) Entities and, without duplication, (ii) the Distribution and the making of the Section 336(e) Elections with respect to SpinCo and the Section 338(h)(10) Entities, in each case, calculated assuming that the value of such assets of the SpinCo Group would have resulted in total cash taxes payable with respect to the Transactions by LBRD, SpinCo or any of their respective Subsidiaries and for which LBRD, any of its Subsidiaries, or any of their successors are liable, including pursuant to the TSA, equal, in the aggregate, to $420,000,000. For purposes of this Agreement, “cash taxes payable” shall include any Taxes paid with respect to gain arising from the Transactions on any Tax Return or as a result of a “determination” within the meaning of Section 1313 of the Code (or any analogous provision of state or local law).

“Agreed Rate” means, subject to Section 6.03, a per annum rate equal to SOFR plus 200 basis points.

“Agreement” has the meaning set forth in the preamble hereof.

“Allocable Percentage” means the ratio, expressed as a percentage, obtained by dividing the (A) Aggregate Excess Basis Adjustment Amount by (B) the Aggregate Actual Basis Adjustment Amount.

“Amended SpinCo Charter” means the Amended and Restated Articles of Incorporation of SpinCo to be filed with the Secretary of State of the State of Nevada, immediately prior to the Distribution to effect, among other things, the Recapitalization.

“Basis Adjustment” means the adjustment, for U.S. federal income and comparable state and local income tax law purposes, to the tax basis of the assets of the Section 338(h)(10) Entities as a result of the Section 338(h)(10) Elections under Section 338(h)(10) of the Code and comparable sections of state and local tax law and/or (without duplication) the adjustment to the tax basis of the assets of SpinCo and the Section 338(h)(10) Entities as a result of the Section 336(e) Elections, if they become effective as a result of the Distribution, under Section 336(e) of the Code and comparable sections of state and local tax law.

“Business Day” means any calendar day that is not a Saturday, Sunday or other calendar day on which banks are required or authorized to be closed in the State of New York.

“Change Notice” has the meaning set forth in Section 4.01 of this Agreement.

“Charter” has the meaning set forth in the recitals hereof.

“Charter Joinder” means a joinder to this Agreement to be entered into by Charter immediately prior to, and effective immediately after, the closing of the Combination, as described in Section 5.24(e) of the Merger Agreement.

“Charter TSA Joinder” means a joinder to the TSA to be entered into by Charter immediately prior to, and effective immediately after, the closing of the Combination, as described in Section 5.24(e) of the Merger Agreement.

“Closing Date” shall have the meaning set forth in the Separation and Distribution Agreement.

“Code” has the meaning set forth in the recitals hereof.

“Combination” has the meaning set forth in the recitals hereof.

“Contribution” has the meaning set forth in the recitals hereof.

“Covered Taxable Year” means any Taxable Year of the SpinCo Group ending after the Closing Date and on or before the end of the first Taxable Year in which all Total Realized Tax Benefits have either been realized, utilized or have expired.

“Covered Taxes” means Federal Income Taxes, and U.S. state and local income Taxes measured with respect to net income or net profit.

“Determination” means the final resolution of liability for any Tax for any Tax period, by or as a result of: (i) a closing agreement or similar final settlement with the IRS or the relevant state or local governmental authorities, (ii) an agreement contained in IRS Form 870-AD or other similar form, (iii) an agreement that constitutes a determination under Section 1313(a)(4) of the Code, (iv) any allowance of a refund or credit in respect of an overpayment of Tax, but only after the expiration of all periods during which such refund or credit may be recovered by the jurisdiction imposing the Tax, (v) a deficiency notice with respect to which the period for filing a petition with the Tax Court or the relevant state or local tribunal has expired, (vi) a decision, judgment, decree or other order of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired, or (vii) the payment of any Tax with respect to any item disallowed or adjusted by a Tax Authority provided that LBRD and SpinCo mutually agree that no action shall be taken to recoup such payment.

“Dispute” has the meaning set forth in Section 7.03(a) of this Agreement.

“Distribution” has the meaning set forth in the recitals hereof.

“Early Termination Notice” has the meaning set forth in Section 5.02 of this Agreement.

“Early Termination Payment” has the meaning set forth in Section 5.01(a) of this Agreement.

“Excess Realized Tax Benefit” for any Covered Taxable Year means the product of (i) the Total Realized Tax Benefit for such Covered Taxable Year, multiplied by (ii) the Allocable Percentage.

“Federal Income Tax” means any Tax imposed under Subtitle A of the Code or any other provision of U.S. federal income tax law (including, without limitation, the Taxes imposed by Sections 11 and 55 of the Code), and any interest, additions to Tax or penalties applicable or related to such Tax.

“GCI” has the meaning set forth in the recitals hereof.

“Independent Accountant” has the meaning set forth in Section 7.03(d) of this Agreement.

“IRS” means the U.S. Internal Revenue Service.

“LBRD” has the meaning set forth in the preamble hereof.

“Merger” has the meaning set forth in the recitals hereof.

“Merger Agreement” has the meaning set forth in the recitals hereof.

“Merger LLC” has the meaning set forth in the recitals hereof.

“Merger Sub” has the meaning set forth in the recitals hereof.

“Non-Stepped Up Tax Basis” means, with respect to any asset at any time, the U.S. federal (and applicable state and local) income Tax basis that such asset would have had at such time if no Basis Adjustment had been made.

“Non-Stepped Up Tax Liability” for any Covered Taxable Year means the hypothetical liability for Covered Taxes of the SpinCo Group for such Covered Taxable Year using, except to the extent described below, the same methods, elections, conventions and similar practices used on the SpinCo Group’s actual Tax Returns but computed using the Non-Stepped Up Tax Basis for the Covered Taxable Year. Non-Stepped Up Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item or attribute (or portion thereof) that is available for use because of any Basis Adjustment.

“Person” means any individual, corporation, company, partnership, trust, incorporated or unincorporated association, joint venture, or other entity.

“Preferred Buyers” has the meaning set forth in the recitals hereof.

“Preferred Stock Sale” has the meaning set forth in the recitals hereof.

“Proposed Early Termination Payment” has the meaning set forth in Section 5.02 of this Agreement.

“Recapitalization” has the meaning set forth in the recitals hereof.

“Recapitalized SpinCo Common Stock” has the meaning set forth in the recitals hereof.

“Reconciliation Procedures” means those procedures set forth in Section 7.03 of this Agreement.

“Revised Schedule” has the meaning set forth in Section 2.01(b) of this Agreement.

“Section 336(e) Elections” means the elections (including protective elections) pursuant to Section 336(e) of the Code and the Treasury Regulations thereunder, and any comparable provisions of applicable state or local tax law, made by LBRD with respect to SpinCo and each Section 338(h)(10) Entity in respect of the Distribution.

“Section 338(h)(10) Elections” means the elections pursuant to Section 338(h)(10) of the Code and the Treasury Regulations thereunder, and any comparable provisions of applicable state or local tax law, jointly made by LBRD and SpinCo with respect to each Section 338(h)(10) Entity in respect of the Contribution.

“Section 338(h)(10) Entities” means GCI and each Subsidiary of GCI treated as a U.S. corporation for U.S. federal income tax purposes.

“Senior Executives” has the meaning set forth in Section 7.03(b) of this Agreement.

“Senior Obligations” has the meaning set forth in Section 6.01 of this Agreement.

“Separation and Distribution Agreement” has the meaning set forth in the recitals hereof.

“SOFR” means a rate per annum equal to the forward-looking secured overnight financing term rate as administered by the SOFR Administrator for a tenor of 3 months, as published by the SOFR Administrator as of the date the applicable payment is due and each 3-month anniversary thereof (each such date, a “SOFR Determination Date”) until such payment is made in accordance with the terms hereof; provided that, if such tenor has not been published by the SOFR Administrator on any such date, then SOFR will be determined based on the first preceding U.S. Government Securities Business Day for which the forward looking secured overnight financing term rate as administered by the SOFR Administrator for a tenor of 3 months is published by the SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than one month prior to the applicable SOFR Determination Date.

“SOFR Administrator” means the CME Group Benchmark Administration Limited (or a successor administrator selected by LBRD in good faith).

“SpinCo” has the meaning set forth in the preamble hereof.

“SpinCo Assets” has the meaning given to such term in the Separation and Distribution Agreement.

“SpinCo Contributed Businesses” has the meaning given to the term “SpinCo Businesses” in the Separation and Distribution Agreement.

“SpinCo GCI Group Common Stock” means the SpinCo Series A GCI Group Common Stock, the SpinCo Series B GCI Group Common Stock, and the SpinCo Series C GCI Group Common Stock.

“SpinCo Group” has the meaning set forth in the recitals hereof.

“SpinCo Liabilities” has the meaning given to such term in the Separation and Distribution Agreement.

“SpinCo Non-Voting Preferred Stock” means the 12% Series A Cumulative Redeemable Non-Voting Preferred Stock, par value $0.01 per share, of SpinCo.

“SpinCo Payment” has the meaning set forth in Section 6.01 of this Agreement.

“SpinCo Series A GCI Group Common Stock” means SpinCo’s Series A GCI Group common stock, par value $0.01 per share.

“SpinCo Series B GCI Group Common Stock” means SpinCo’s Series B GCI Group common stock, par value $0.01 per share.

“SpinCo Series C GCI Group Common Stock” means SpinCo’s Series C GCI Group common stock, par value $0.01 per share.

“SpinCo Ventures Group Common Stock” means SpinCo’s Series A Ventures Group common stock, par value $0.01 per share, Series B Ventures Group common stock, par value $0.01 per share, and Series C Ventures Group common stock, par value $0.01 per share.

“Subsidiary” when used with respect to any Person, means (i)(A) a corporation a majority in voting power of whose share capital or capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, (B) a partnership or limited liability company in which such Person or a Subsidiary of such Person is, at the date of determination, (1) in the case of a partnership, a general partner of such partnership with the power affirmatively to direct the policies and management of such partnership or (2) in the case of a limited liability company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such limited liability company, or (C) any other Person (other than a corporation, partnership, or limited liability company) in which such Person, one or more Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof, has or have (1) the power to elect or direct the election of a majority of the members of the governing body of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, or (2) in the absence of such a governing body, at least a majority voting interest or (ii) any other Person of which an aggregate of 50% or more of the equity interests are, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person.

“Tax” or “Taxes” means any and all federal, state, local or non-U.S. taxes, charges, fees, duties, levies, imposts, rates or other like governmental assessments or charges, and, without limiting the generality of the foregoing, shall include income, gross receipts, net worth, property, sales, use, license, excise, franchise, capital stock, employment, payroll, unemployment insurance, social security, Medicare, stamp, environmental, value added, alternative or added minimum, ad valorem, trade, recording, withholding, occupation or transfer taxes, together with any related interest, penalties and additions imposed by any Tax Authority.

“Tax Authority” means, with respect to any Tax, the governmental entity or political subdivision, agency, commission or authority thereof that imposes such Tax, and the agency, commission or authority (if any) charged with the assessment, determination or collection of such Tax for such entity or subdivision.

“Tax Benefit Payment” has the meaning set forth in Section 3.01(b) of this Agreement.

“Tax Return” means any return or report of Taxes due, any claims for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed (by paper, electronically or otherwise) under any applicable tax law, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Tax Schedule” has the meaning set forth in Section 2.01(a) of this Agreement.

“Taxable Year” means a taxable year as defined in Section 441(b) of the Code or comparable section of U.S. state or local income or franchise tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is filed).

“Total Realized Tax Benefit” for any Covered Taxable Year means the excess, if any, of the Non-Stepped Up Tax Liability for such Covered Taxable Year over the actual liability for Covered Taxes of the SpinCo Group for such Covered Taxable Year. If all or a portion of the actual liability for such Taxes for the Covered Taxable Year arises as a result of an audit by a Tax Authority, such actual liability and the corresponding Non-Stepped Up Tax Liability shall not be included in determining the Total Realized Tax Benefit unless and until there has been a Determination with respect to such actual liability.

“Transactions” has the meaning set forth in the recitals hereof.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period (or portion thereof).

“TSA” has the meaning set forth in the recitals hereof.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

ARTICLE II

Determination of Realized Tax Benefit

Section 2.01.         (a) Tax Schedule. Within one hundred and twenty (120) calendar days after the due date (including extensions) for the U.S. federal income tax return of the SpinCo Group for any Covered Taxable Year in which the Excess Realized Tax Benefit exceeds zero dollars ($0), SpinCo shall provide to LBRD a schedule (the “Tax Schedule”) showing the computation of the Excess Realized Tax Benefit and the Tax Benefit Payment (if any) for such Covered Taxable Year, together with work papers providing reasonable detail regarding the computation of such items. SpinCo shall allow LBRD reasonable access to the appropriate representatives at the SpinCo Group and the Accounting Firm in connection with its review of the Tax Schedule and work papers. Subject to the other provisions of this Agreement, the items reflected on a Tax Schedule shall become final thirty (30) calendar days after delivery of such Tax Schedule to LBRD unless LBRD, during such thirty (30) calendar day period, provides SpinCo with written notice of a material objection thereto made in good faith; provided that such notice shall state any objections, including supporting calculations, and LBRD shall allow SpinCo reasonable access to the appropriate representatives at LBRD, its Subsidiaries and the accounting firm (if any) that assisted in the preparation of the calculations provided by LBRD, in connection with SpinCo’s review of such calculations. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within fifteen (15) calendar days, SpinCo and LBRD shall employ the Reconciliation Procedures.

(b) Revised Schedule. Notwithstanding that the Excess Realized Tax Benefit and the Tax Benefit Payment for a Covered Taxable Year may have become final under Section 2.01(a), such items shall be revised to the extent necessary to reflect (i) a Determination, (ii) inaccuracies in the original computation as a result of factual information that was not previously taken into account, (iii) a change attributable to a carryback or carryforward of a loss or other Tax item, (iv) a change attributable to an amended Tax Return filed for such Covered Taxable Year (provided, however, that such a change attributable to an audit of a Tax Return by an applicable Tax Authority attributable to any Basis Adjustment shall not be taken into account under this Section 2.01(b) unless and until there has been a Determination with respect to such change) or (v) to comply with the resolution of the Dispute (or any portion thereof) under the Reconciliation Procedures. The parties shall cooperate in connection with any proposed revision to the Excess Realized Tax Benefit and the Tax Benefit Payment for a Covered Taxable Year. The party proposing a change to such an item shall provide the other party a schedule (a “Revised Schedule”) showing the computation and explanation of such revision, together with work papers providing reasonable detail regarding the computation of such items. Subject to the other provisions of this Agreement, such revised Excess Realized Tax Benefit and revised Tax Benefit Payment shall become final thirty (30) calendar days after delivery of such Revised Schedule unless the other party, during such thirty (30) calendar day period, provides written notice of a material objection thereto made in good faith. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within fifteen (15) calendar days, SpinCo and LBRD shall employ the Reconciliation Procedures.

(c) Applicable Principles. It is the intention of the parties for SpinCo to pay LBRD the benefit of any cash tax savings resulting from or attributable to any Basis Adjustment made as a result of the Section 338(h)(10) Elections and/or the Section 336(e) Elections (including any additional tax basis arising from amounts paid pursuant to this Agreement) to the extent such Basis Adjustment exceeds the Basis Adjustment that would have resulted had the total cash taxes payable by LBRD, SpinCo or any of their respective Subsidiaries with respect to the Transactions and for which LBRD, any of its Subsidiaries, or their successors are liable, including pursuant to the TSA, equaled $420,000,000, and this Agreement shall be interpreted in accordance with such intention. Such amount shall be determined using a “with and without” methodology. Carryovers or carrybacks of any tax item shall be considered to be subject to the rules of the Code (or any successor U.S. federal income tax statute) and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type.

ARTICLE III

Tax Benefit Payments

Section 3.01.         Payments. (a) Within three (3) Business Days of the Tax Schedule for any Covered Taxable Year becoming final under Section 2.01(a), SpinCo shall pay to LBRD an amount equal to the Tax Benefit Payment (determined in accordance with Section 3.01(b)). Each Tax Benefit Payment shall be made by wire transfer of immediately available funds to the bank account of LBRD previously designated by LBRD to SpinCo.

(b) A “Tax Benefit Payment” shall mean an amount, not less than zero, equal to, with respect to any Covered Taxable Year, the amount of Excess Realized Tax Benefit, if any, for such Covered Taxable Year;

increased by:

(1)            any increase in the Excess Realized Tax Benefit for any prior Covered Taxable Year that has become final under Section 2.01(b) prior to the time the applicable Tax Benefit Payment is due; plus

(2)            interest on the Excess Realized Tax Benefit calculated at the Agreed Rate, computed based on actual days elapsed and a 360 day year, from the due date (without extensions) for filing the U.S. federal income tax return of SpinCo for such Taxable Year until the date of payment by SpinCo to LBRD under this Section 3.01;

and decreased, but without duplication of amounts reimbursed pursuant to Section 3.02, by:

(3)            any decrease in the Excess Realized Tax Benefit for any prior Covered Taxable Year that has not been reimbursed pursuant to Section 3.02, and that has become final under Section 2.01(b) prior to the time the applicable Tax Benefit Payment is due;

provided, however, that the amounts described in Section 3.01(b)(1) and (3) shall not be taken into account in determining a Tax Benefit Payment attributable to any Covered Taxable Year to the extent that such amounts were taken into account in determining any Tax Benefit Payment in a preceding Covered Taxable Year.

Section 3.02.         Reimbursement and Indemnification. To the extent that there is a Determination that reduces the Excess Realized Tax Benefit taken into account in computing a prior Tax Benefit Payment, LBRD shall promptly (i) reimburse SpinCo for the portion of such prior payment attributable to such reduction and (ii) without duplication, indemnify SpinCo and hold it harmless with respect to the Allocable Percentage of any interest or penalties and any other losses in respect of the disallowance of such deductions (together with reasonable attorneys’ and accountants’ fees incurred in connection with any related Tax contest, but the indemnity for such reasonable attorneys’ and accountants’ fees shall only apply to the extent LBRD is permitted to control such contest). LBRD’s obligations pursuant to this Section 3.02 shall survive the termination of this Agreement.

Section 3.03.         Tax Treatment of Payments. For U.S. federal income tax purposes and all other applicable Tax purposes and except as otherwise required by a Determination, the parties hereto shall treat any payment made pursuant to this Section 3 in accordance with Section 4.3 of the TSA.

Section 3.04.         No Duplicative Payments. No duplicative payment of any amount (including interest) will be required under this Agreement.

ARTICLE IV

Section 4.01.         Change Notices. If SpinCo or any of its Subsidiaries receives a 30-day letter, a final audit report, a statutory notice of deficiency or similar written notice from any Tax Authority with respect to the Tax treatment of the Transactions or the Section 338(h)(10) Elections or Section 336(e) Elections (a “Change Notice”), which, if sustained, would result in (i) a reduction in the amount of Excess Realized Tax Benefit with respect to a Taxable Year preceding the taxable year in which the Change Notice is received or (ii) a reduction in the amount of Tax Benefit Payments that SpinCo will be required to pay to LBRD with respect to Taxable Years after and including the taxable year in which the Change Notice is received, and which, if determined adversely to the recipient of the Change Notice or after the lapse of time would be grounds for reimbursement by LBRD under Section 3.02, prompt written notice shall be given to LBRD; provided, however, that failure to give such notification shall not affect the reimbursement provided under this Agreement except to the extent the reimbursing party shall have been actually prejudiced as a result of such failure.

ARTICLE V

Termination

Section 5.01.         Early Termination of Agreement. (a) SpinCo may terminate this Agreement by SpinCo paying to LBRD an agreed value of payments remaining to be made under this Agreement (the “Early Termination Payment”) as of the date of the Early Termination Notice (as defined below), subject to such other terms as are agreed between SpinCo and LBRD at the time of the Early Termination Payment. Upon payment of the Early Termination Payment by SpinCo, SpinCo shall have no further payment obligations under this Agreement, other than for any (a) Tax Benefit Payment agreed to by SpinCo and LBRD as due and payable but unpaid as of the Early Termination Notice and (b) any Tax Benefit Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount described in clause (a) or (b) is included in the Early Termination Payment), and LBRD shall have no reimbursement or other repayment obligation to SpinCo.

(b) This Agreement shall terminate automatically if either (i) there is a Determination regarding the Basis Adjustment that results in no Aggregate Excess Basis Adjustment Amount, or (ii) upon the expiration of the applicable statutes of limitation (assuming a six-year limitations period, unless such limitations period is actually extended in connection with an audit or similar proceeding) with respect to the Taxable Year of SpinCo that includes the Contribution and Distribution, there is no Aggregate Excess Basis Adjustment Amount. If SpinCo determines that either of the events described in this Section 5.01(b) has occurred, it shall promptly notify LBRD.

Section 5.02.         Early Termination Notice. If SpinCo chooses to request early termination under Section 5.01(a), above, SpinCo shall deliver to LBRD a notice (the “Early Termination Notice”) specifying SpinCo’s intention to request early termination and showing in reasonable detail its calculation of the Early Termination Payment (the “Proposed Early Termination Payment”). At the time SpinCo delivers the Early Termination Notice to LBRD, SpinCo shall (a) deliver to LBRD schedules and work papers providing reasonable detail regarding the calculation of the Proposed Early Termination Payment and (b) allow LBRD reasonable access to the appropriate representatives at SpinCo and its Subsidiaries in connection with its review of such calculation. Within thirty (30) days after receiving such calculation, LBRD shall notify SpinCo whether it agrees to or objects to the Proposed Early Termination Payment. The Proposed Early Termination Payment shall only become final and binding on the parties if LBRD agrees in writing to the value of the Proposed Early Termination Payment within such thirty (30)-day period (or such shorter period as may be mutually agreed in writing by the parties). If the parties cannot agree upon the value of the Early Termination Payment, this Agreement will remain in full force and effect. For the avoidance of doubt, SpinCo shall have no obligation to request early termination under Section 5.01(a).

Section 5.03.         Payment upon Early Termination. Within three (3) Business Days of an agreement between LBRD and SpinCo as to the value of the Early Termination Payment, SpinCo shall pay to LBRD an amount equal to the Early Termination Payment. Such payment shall be made by wire transfer of immediately available funds to a bank account designated by LBRD.

ARTICLE VI

Subordination and Late Payments

Section 6.01.        Subordination. Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required to be made by SpinCo to LBRD under this Agreement (a “SpinCo Payment”) shall rank subordinate and junior in right of payment to any principal, interest or other amounts due and payable in respect of any debt of SpinCo (“Senior Obligations”) and shall rank pari passu with all current or future unsecured obligations of SpinCo that are not Senior Obligations.

Section 6.02.         Late Payments by SpinCo. The amount of all or any portion of a SpinCo Payment not made to LBRD when due under the terms of this Agreement shall be payable together with any interest thereon (which interest shall be computed at the Agreed Rate based on actual days elapsed and a 360 day year, accruing from the date on which such SpinCo Payment was due and payable to, but excluding, the date of such late payment).

Section 6.03.         Benchmark Replacement. In the event that SOFR cannot be determined in the manner set forth in the definition thereof (as determined in good faith by LBRD (prior to consummation of the Combination, in consultation with Charter)), the parties hereto shall work together in good faith to promptly amend this Agreement to provide for a replacement to such benchmark rate in a manner consistent with then-prevailing market conventions.

ARTICLE VII

Consistency; Cooperation; Disagreements

Section 7.01.         LBRD Participation in SpinCo Group Tax Matters. Except as otherwise provided herein or in the TSA, SpinCo shall have full responsibility for, and sole discretion over, all Tax matters concerning SpinCo, GCI and their respective Subsidiaries, including, without limitation, the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, SpinCo shall notify LBRD of, and keep LBRD reasonably informed with respect to, the portion of any audit of SpinCo, GCI and their respective Subsidiaries, as applicable, by a Tax Authority the outcome of which is reasonably expected to affect LBRD’s rights under this Agreement. SpinCo shall provide to LBRD reasonable opportunity to provide information and other input to SpinCo and its advisors concerning the conduct of any such portion of such audits.

Section 7.02.         Cooperation. LBRD shall (and shall cause its affiliates to) (a) furnish to SpinCo in a timely manner such information, documents and other materials as SpinCo may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Tax Authority, (b) make appropriate representatives at LBRD and any law firms or accounting firms engaged by LBRD available to SpinCo and its representatives to provide explanations of documents and materials and such other information as SpinCo or its representative may reasonably request in connection with any of the matters described in clause (a) above, and (c) reasonably cooperate in connection with any such matter.

Section 7.03          Disagreements. (a) The parties agree to try, and to cause their Subsidiaries to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement. In furtherance thereof, in the event of any dispute or disagreement (a “Dispute”) between LBRD and SpinCo as to the interpretation of any provision of this Agreement or the performance of obligations hereunder, the Tax departments of the parties shall negotiate in good faith to resolve the Dispute.

(b) If good faith negotiations between the respective Tax departments of the parties do not result in a resolution of the Dispute, then upon written request of either party, the disputed matters shall be escalated to general counsels (or equivalent positions) of the parties or such other officers of the parties at a senior level of management as the parties may designate (the “Senior Executives”). The Senior Executives shall negotiate in good faith for a reasonable period of time to attempt to resolve the Dispute. All offers, promises, conduct and statements, whether oral or written, relating to trying to resolve the Dispute shall be treated as confidential and privileged information developed for the purpose of settlement and shall be exempt from discovery or production and shall not be admissible in any subsequent proceeding between the parties.

(c) Subject to Section 7.03(d):

(1)            If the Senior Executives are unable to resolve the Dispute within thirty (30) Business Days, or such other period of time as the Senior Executives may agree, then either party to the Dispute shall have the right to refer the Dispute to mediation by providing written notice to the other party, in which case the parties to the Dispute shall refer the Dispute to a mediator appointed pursuant to the mediation rules of the American Arbitration Association (unless the parties to the Dispute mutually agree to select an alternative set of mediation rules). The costs and expenses relating to the engagement of such mediator, including the mediator’s fees and expenses, shall be borne by SpinCo except as otherwise provided in the next sentence. Each party to the Dispute shall bear its own costs and expenses related to the mediation, including attorney’s fees, witness fees, and travel expenses, unless (i) the mediator adopts LBRD’s position, in which case SpinCo shall reimburse LBRD for any reasonable out-of-pocket costs and expenses related to such mediation, or (ii) the mediator adopts SpinCo’s position, in which case LBRD shall reimburse SpinCo for any reasonable out-of-pocket costs and expenses related to such mediation. The mediation shall take place in New York City unless the parties to the Dispute mutually agree to select an alternative forum.

(2)            If the parties to the Dispute are unable to resolve the Dispute through mediation within forty-five (45) Business Days of the appointment of the mediator (or the earlier withdrawal thereof), each party to such Dispute shall be entitled to seek relief in a court of competent jurisdiction pursuant to Section 8.04.

(d) Notwithstanding anything to the contrary in this Section 7.03, with respect to any Dispute under this Agreement involving computational matters (or, if a Dispute involves both computational and non-computational matters, the portion of the Dispute relating to computational matters, so long as such portion can reasonably be separated from the other matters in dispute), if the parties are unable to resolve the Dispute through the discussion and escalation processes set forth in Section 7.03(a) and (b), then, unless the parties mutually agree to select an alternative forum, the Dispute will be referred to a nationally recognized accounting firm that is mutually acceptable to the parties (the “Independent Accountant”) for resolution. The Independent Accountant may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Independent Accountant deems necessary to assist it in resolving the Dispute. The Independent Accountant shall be instructed to furnish written notice to the parties of its resolution of the Dispute as soon as practical, but in any event no later than forty-five (45) Business Days after its acceptance of the matter for resolution. Any such resolution by the Independent Accountant will be conclusive and binding on the parties. Following receipt of the Independent Accountant’s written notice to the parties of its resolution of the Dispute, the parties shall each take or cause to be taken any action necessary to implement such resolution of the Independent Accountant. The costs and expenses relating to the engagement of the Independent Accountant shall be borne by SpinCo, except as provided in the next sentence. Each party to the Dispute shall bear its own costs and expenses related to such resolution of the Dispute, including attorney’s fees, unless (i) the Independent Accountant adopts LBRD’s position, in which case SpinCo shall reimburse LBRD for any reasonable out-of-pocket costs and expenses related to such resolution of the Dispute, or (ii) the Independent Accountant adopts SpinCo’s position, in which case LBRD shall reimburse SpinCo for any reasonable out-of-pocket costs and expenses related to such resolution of the Dispute.

(e) Nothing in this Section 7.03 will prevent the parties from seeking injunctive relief if any delay resulting from the efforts to resolve the Dispute through the processes set forth above could result in serious and irreparable injury to the other parties. Notwithstanding anything to the contrary in this Agreement, LBRD and SpinCo (and their respective successors and permitted transferees and assigns) are the only entities entitled to commence a dispute resolution procedure under this Agreement, and LBRD, on the one hand, and SpinCo, on the other hand, will cause their respective Subsidiaries not to commence any dispute resolution procedure other than as provided in this Section 7.03.

ARTICLE VIII

General Provisions

Section 8.01.        Notices. All notices, requests, and other communications hereunder shall be in writing and shall be delivered in person, by electronic mail (with confirming copy sent by one of the other delivery methods specified herein), by overnight courier or sent by certified, registered or express air mail, postage prepaid, and shall be deemed given when so delivered in person, or when so received by electronic mail or courier, or, if mailed, three (3) calendar days after the date of mailing, as follows:

(a) If to LBRD, to:

Liberty Broadband Corporation

12300 Liberty Boulevard

Englewood, CO 80112

Attention: Chief Legal Officer

Email: [Separately Provided]

(b) If to SpinCo, to:

GCI Liberty, Inc.

12300 Liberty Boulevard

Englewood, CO 80112

Attention: Chief Legal Officer

Email: [Separately Provided]

or to such other address as the party to whom notice is given may have previously furnished to the other parties in writing in the manner set forth above, provided that any such notice, request or other communication to LBRD or SpinCo not made by electronic mail shall be accompanied by a confirming copy sent by electronic mail.

Section 8.02.         Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together constitute one Agreement.

Section 8.03.         Entire Agreement. This Agreement and the TSA (and, as and when executed, the Charter Joinder and the Charter TSA Joinder) together embody the entire understanding between the parties relating to their subject matter and supersede and terminate any prior agreements and understandings between the parties with respect to such subject matter, and no party to this Agreement shall have any right, responsibility, obligation or liability under any such prior agreement or understanding. Any and all prior correspondence, conversations and memoranda are merged herein and shall be without effect hereon. No promises, covenants, or representations of any kind, other than those expressly stated herein, have been made to induce any party to enter into this Agreement.

Section 8.04.         Governing Law; Jurisdiction. This Agreement and the legal relations between the parties hereto will be governed in all respects, including validity, interpretation and effect, by the laws of the State of Delaware applicable to contracts made and performed wholly therein, without giving effect to any choice or conflict of laws provisions or rules that would cause the application of the laws of any other jurisdiction. Except as otherwise provided in Section 7.03, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement, and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement, and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with Section 8.01 and this Section 8.04, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement or the subject matter hereof may not be enforced in or by such courts. Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on such party as provided in Section 8.01 shall be deemed effective service of process on such party.

Section 8.05.         Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Upon a determination that any provision of this Agreement is prohibited or unenforceable in any jurisdiction, the parties 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 in order that the provisions contemplated hereby are consummated as originally contemplated to the fullest extent possible.

Section 8.06.         Predecessors and Successors; Assignment. (a) Any reference to LBRD, SpinCo, their respective Subsidiaries, or any other Person in this Agreement shall include any predecessors or successors (e.g., by merger or other reorganization, liquidation, conversion, or election under Treasury Regulations Section 301.7701-3, and including any “successor” as defined in Treasury Regulations Section 1.1502-77(b)(1)) of LBRD, SpinCo, such Subsidiary, or such Person, respectively.

(b)  This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Except with respect to a merger of a party (including as a result of the Combination), neither SpinCo nor LBRD may assign this Agreement to any person without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing in this Section 8.06 shall prohibit Charter from (i) becoming a party to this Agreement pursuant to the Charter Joinder and (ii) being entitled to exercise and enforce all of the rights of LBRD, and being jointly and severally liable for the obligations and liabilities of LBRD, under this Agreement pursuant to the Charter Joinder; provided, further, that LBRD may pledge some or all of its rights, interests, or entitlements under this Agreement to any U.S. money center bank in connection with a bona fide loan or other indebtedness.

Section 8.07.         No Strict Construction; Interpretation. (a) LBRD and SpinCo each acknowledge that this Agreement has been prepared jointly by the parties hereto and shall not be strictly construed against any party hereto.

(b)  When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference shall be to an Article of, a 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,” “included,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “herein,” “hereby,” 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. The words “date hereof” shall refer to the date of this Agreement. The term “or” is not exclusive and means “and/or” unless the context in which such phrase is used shall dictate otherwise. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other such thing extends, and such phrase shall not mean simply “if” unless the context in which such phrase is used shall dictate otherwise. 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. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

Section 8.08.         Waiver of Jury Trial. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.08.

Section 8.09.         Amendments; Waivers. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement, or in the case of a waiver, by the party against whom the waiver is to be effective. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. Except as otherwise provided herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by applicable law. Any consent provided under this Agreement must be in writing, signed by the party against whom enforcement of such consent is sought.

Section 8.10.         No Third Party Beneficiaries. Except as provided in Section 8.06, this Agreement is solely for the benefit of the parties and their respective Subsidiaries and is not intended to confer upon any other Person any rights or remedies hereunder.

Section 8.11.         Withholding. SpinCo and LBRD shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as SpinCo or LBRD, as applicable, is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Tax Authority by SpinCo, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to LBRD or SpinCo, as applicable.

Section 8.12.         Effective Date. This Agreement shall become effective on the date recited above on which the parties entered into this Agreement.

Section 8.13.         Changes in Law. Any reference to a provision of the Code, Treasury Regulations, or any other tax law shall be deemed to refer to the relevant provisions of any successor statute, regulation, or law and shall refer to such provisions as in effect from time to time.

Section 8.14.         Authorization, Etc. Each of the parties hereto hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such party, that this Agreement constitutes a legal, valid and binding obligation of such party and that the execution, delivery and performance of this Agreement by such party does not contravene or conflict with any provision of law or of its charter or bylaws or any agreement, instrument or order binding such party.

* * * * * * * * *

[Signature page follows]

IN WITNESS WHEREOF, LBRD and SpinCo have duly executed this Agreement as of the date first written above.

[Signature Page to the Tax Receivables Agreement]

Exhibit 10.3

Execution Version

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (this “Agreement”) is made and entered into as of July 14, 2025, by and between Liberty Media Corporation, a Delaware corporation (the “Provider”), and GCI Liberty, Inc., a Nevada corporation (“SpinCo”).

RECITALS

WHEREAS, on the date hereof SpinCo is a wholly-owned subsidiary of Liberty Broadband Corporation, a Delaware corporation (“LBC”);

WHEREAS, as a result of the consummation of the transactions contemplated by the Separation and Distribution Agreement, dated as of June 19, 2025, by and between LBC and SpinCo (the “Separation and Distribution Agreement”), SpinCo holds, among other things, 100% of the ownership and voting interests in GCI, LLC, a Delaware limited liability company (“GCI”) and its subsidiaries, including certain other assets and liabilities associated with GCI, as further described in the plan of restructuring set forth in Exhibit B to the Separation and Distribution Agreement;

WHEREAS, in accordance with the Separation and Distribution Agreement, LBC will distribute to the holders of record of LBC’s Series A common stock, Series B common stock and Series C common stock shares of the corresponding series of SpinCo’s GCI Group common stock, with the effect that SpinCo will be spun-off (the “Spin-Off”) from LBC;

WHEREAS, SpinCo and the Provider desire that, from and after the date of the Spin-Off (the “Spin-Off Effective Date”), SpinCo obtain from the Provider the services described herein, and that SpinCo compensate the Provider for the performance of such services on the basis set forth in this Agreement; and

WHEREAS, on the date hereof, Provider, Liberty Property Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of the Provider, and SpinCo are also entering into a facilities sharing agreement with respect to the premises located at 12300 Liberty Boulevard, Englewood, Colorado 80112 (the “Facilities Sharing Agreement”).

AGREEMENT

NOW THEREFORE, in consideration of the foregoing recitals, the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be bound legally, agree as follows:

ARTICLE I
ENGAGEMENT AND SERVICES

Section 1.1             Engagement. Commencing on the Spin-Off Effective Date, SpinCo engages the Provider to provide to SpinCo the services set forth in Section 1.2 (collectively, the “Services”), and the Provider accepts such engagement, subject to and upon the terms and conditions of this Agreement. The parties acknowledge that certain of the Services will be performed by officers, employees or consultants of the Provider, who may also serve, from time to time, as officers, employees or consultants of other companies, including, without limitation, SpinCo, LBC, QVC Group, Inc. (“QVC”) and Atlanta Braves Holdings, Inc. (“ABH”).

Section 1.2             Services.

(a)           The Services will include the following, if and to the extent requested by SpinCo during the Term (as defined below):

(i)            insurance administration and risk management services;

(ii)           technical and information technology assistance (including management information systems, computer, data storage network and telecommunications services), computers, office supplies, postage, courier service and other office services;

(iii)          services performed by the Provider’s finance, accounting, payroll, treasury, cash management, legal, disclosure compliance, human resources, employee benefits, investor relations, tax and real estate management departments; and

(iv)         such other services as the Provider may obtain from its officers, employees and consultants in the management of its own operations that SpinCo may from time to time request or require.

(b)            The Services are intended to be those services and functions that are appropriate for the operation and management of SpinCo as a publicly-traded company and are not intended to be duplicative of services and functions for the operating subsidiaries of SpinCo that are to be performed by officers, employees and consultants of those companies.

Section 1.3             Services Not to Interfere with the Provider’s Business. SpinCo acknowledges and agrees that in providing Services hereunder the Provider will not be required to take any action that would disrupt, in any material respect, the orderly operation of the Provider’s business activities.

Section 1.4             Books and Records. The Provider will maintain books and records, in reasonable detail in accordance with the Provider’s standard business practices, with respect to its provision of the Services to SpinCo pursuant to this Agreement, including records supporting the determination of the Services Fee (as defined below) and other costs and expenses to SpinCo pursuant to Article II (collectively, “Supporting Records”). The Provider will give SpinCo and its duly authorized representatives, agents, and attorneys reasonable access to all such Supporting Records during the Provider’s regular business hours upon SpinCo’s request after reasonable advance notice.

ARTICLE II
COMPENSATION

Section 2.1             Services Fee. SpinCo agrees to pay, and the Provider agrees to accept, a fee (the “Services Fee”) equal to $5,000,000 payable in monthly installments in arrears as set forth in Section 2.3. The Provider and SpinCo will review and evaluate the Services Fee for reasonableness on a quarterly basis during the Term and will negotiate in good faith to reach agreement on any appropriate adjustments to the Services Fee. Based on such review and evaluation, Provider and SpinCo will agree on the appropriate effective date (which may be retroactive) of any such adjustment to the Services Fee. For the avoidance of doubt, the determination of the Services Fee and any future adjustment thereto does not and will not include charges included under the Annual Allocation Expense (as such term is defined in the Facilities Sharing Agreement) payable by SpinCo under the Facilities Sharing Agreement.

Section 2.2            Cost Reimbursement. In addition to (and without duplication of) the Services Fee payable pursuant to Section 2.1, SpinCo also will reimburse the Provider for all direct out-of-pocket costs, with no markup (“Out-of-Pocket Costs”), incurred by the Provider in performing the Services (e.g., postage and courier charges, travel, meals and entertainment expenses, and other miscellaneous expenses that are incurred by the Provider or the Personnel (as defined below) in the conduct of the Services).

Section 2.3            Payment Procedures.

(a)           SpinCo will pay the Provider, by wire or intrabank transfer of funds or in such other manner specified by the Provider to SpinCo, in arrears on or before the last day of each calendar month beginning with the first full calendar month following the Spin-Off Effective Date, the Services Fee then in effect, in monthly installments.

(b)           Any reimbursement to be made by SpinCo to the Provider pursuant to Section 2.2 will be paid by SpinCo to the Provider within 15 days after receipt by SpinCo of an invoice therefor, by wire or intrabank transfer of funds or in such other manner specified by the Provider to SpinCo. The Provider will invoice SpinCo monthly for reimbursable expenses incurred by the Provider on behalf of SpinCo during the preceding calendar month as contemplated in Section 2.2; provided, however, that the Provider may separately invoice SpinCo at any time for any single reimbursable expense incurred by the Provider on behalf of SpinCo in an amount equal to or greater than $25,000. Any invoice or statement pursuant to this Section 2.3(b) will be accompanied by supporting documentation in reasonable detail consistent with Provider’s own expense reimbursement policy.

(c)           Any payments not made when due under this Section 2.3 will bear interest at the rate of 1.5% per month on the outstanding amount from and including the due date to, but excluding, the date paid.

ARTICLE III
TERM

Section 3.1            Term Generally. The term of this Agreement will commence on the Spin-Off Effective Date and will continue until terminated pursuant to Section 3.3 (the “Term”).

Section 3.2            Discontinuance of Select Services. At any time during the Term, on not less than 30 days’ prior notice by SpinCo to the Provider, SpinCo may elect to discontinue obtaining any of the Services from the Provider. In such event, the Provider’s obligation to provide those Services that have been discontinued pursuant to this Section 3.2, and SpinCo’s obligation to compensate the Provider for such Services, will cease as of the end of such 30-day period (or such later date as may be specified in the notice), and this Agreement will remain in effect for the remainder of the Term with respect to those Services that have not been so discontinued. The Provider and SpinCo will promptly evaluate the Services Fee for reasonableness following the discontinuance of any Services and will negotiate in good faith to reach agreement on any appropriate adjustment to the Services Fee. Each party will remain liable to the other for any required payment or performance accrued prior to the effective date of discontinuance of any Service.

Section 3.3            Termination. This Agreement will be terminated upon the following events:

(a)           at any time upon at least 30 days’ prior written notice by either party;

(b)           immediately upon written notice (or at any later time specified in such notice) by the Provider to SpinCo if a Change in Control or Bankruptcy Event (each as defined below) occurs with respect to SpinCo; or

(c)           immediately upon written notice (or at any later time specified in such notice) by SpinCo to the Provider if a Change in Control or Bankruptcy Event occurs with respect to the Provider.

A “Change in Control” will be deemed to have occurred with respect to a party if a merger, consolidation, binding share exchange, acquisition, or similar transaction (each, a “Transaction”), or series of related Transactions, involving such party occurs as a result of which the voting power of all voting securities of such party outstanding immediately prior thereto represent (either by remaining outstanding or being converted into voting securities of the surviving entity or the acquiring entity) less than 75% of the voting power of such party or the surviving entity or the acquiring entity of the Transaction outstanding immediately after such Transaction (or if such party or the surviving entity or the acquiring entity after giving effect to such Transaction is a subsidiary of the issuer of securities in such Transaction, then the voting power of all voting securities of such party outstanding immediately prior to such Transaction represent (by being converted into voting securities of such issuer) less than 75% of the voting power of the issuer outstanding immediately after such Transaction).

A “Bankruptcy Event” will be deemed to have occurred with respect to a party upon such party’s insolvency, general assignment for the benefit of creditors, such party’s voluntary commencement of any case, proceeding, or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution, or consolidation of such party’s debts under any law relating to bankruptcy, insolvency, or reorganization, or relief of debtors, or seeking appointment of a receiver, trustee, custodian, or other similar official for such party or for all or any substantial part of such party’s assets (each, a “Bankruptcy Proceeding”), or the involuntary filing against SpinCo or the Provider, as applicable, of any Bankruptcy Proceeding that is not stayed within 60 days after such filing.

Upon the expiration or termination of this Agreement pursuant to this Section 3.3, the payment obligations of the parties pursuant to Article II will terminate; provided, however, that each party will remain liable to the other for any required payment accrued prior to the expiration or termination of this Agreement, including, without limitation, (x) any unpaid Services Fee pursuant to Section 2.1, subject to proration for any partial month, if applicable, and (y) any unreimbursed Out-of-Pocket Costs pursuant to Section 2.2.

Notwithstanding the foregoing or anything in this Agreement to the contrary, the terms and conditions of Article VI, Section 7.14, Section 7.15 and any other provision of this Agreement that by its terms contemplates performance following expiration or termination of this Agreement will survive such expiration or termination.

ARTICLE IV
PERSONNEL AND EMPLOYEES

Section 4.1            Personnel to Provide Services.

(a)           The Provider will make available to SpinCo, on a non-exclusive basis, the appropriate personnel (the “Personnel”) to perform the Services. The Personnel made available to perform selected Services are expected to be substantially the same personnel who provide similar services in connection with the management and administration of the business and operations of the Provider.

(b)           SpinCo acknowledges that:

(i)            certain of the Personnel also will be performing services for the Provider, QVC, LBC, ABH and/or other companies, from time to time, including certain Subsidiaries and Affiliates (each as defined below) of each of the foregoing, in each case, while also potentially performing services directly for SpinCo and certain of its Subsidiaries and Affiliates under a direct employment, consultancy or other service relationship between such Person (as defined below) and SpinCo and irrespective of this Agreement; and

(ii)           the Provider may elect, in its discretion, to utilize independent contractors rather than employees of the Provider to perform Services from time to time, and such independent contractors will be deemed included within the definition of “Personnel” for all purposes of this Agreement.

Section 4.2            Provider as Payor. The parties acknowledge and agree that the Provider, and not SpinCo, will be solely responsible for the payment of salaries, wages, benefits (including health insurance, retirement, and other similar benefits, if any) and other compensation applicable to all Personnel; provided, however, that (a) SpinCo is responsible for the payment of the Services Fee in accordance with Section 2.1, and (b) SpinCo is responsible for the payment of (i) all compensation based on, comprised of or related to the equity securities of SpinCo and (ii) any bonus amounts payable to any Personnel who holds the office of Vice President or higher of SpinCo (each, a “SpinCo Officer”) with respect to services performed for the benefit of SpinCo (together with (i), “Excluded Compensation”). The parties acknowledge that Personnel may provide services directly to SpinCo in consideration for the receipt of Excluded Compensation pursuant to such Personnel’s separate employment, consultancy or other service relationship with SpinCo. All Personnel will be subject to the personnel policies of the Provider and will be eligible to participate in the Provider’s employee benefit plans to the same extent as similarly situated employees of the Provider performing services in connection with the Provider’s business. The parties acknowledge and agree that (i) the Provider will be responsible for the payment of all federal, state, and local withholding taxes on the compensation of all Personnel (other than Excluded Compensation) and other such employment related taxes as are required by law, and (ii) SpinCo will be responsible for the payment of all federal, state, and local withholding taxes on Excluded Compensation paid to any Personnel by SpinCo and other such employment related taxes as are required by law. Each of SpinCo and Provider will cooperate with the other to facilitate the other’s compliance with applicable federal, state, and local laws, rules, regulations, and ordinances applicable to the employment or engagement of all Personnel by either party.

Section 4.3            Additional Employee Provisions. The Provider will have the right to terminate its employment of any Personnel at any time.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

Section 5.1            Representations and Warranties of the Provider. The Provider represents and warrants to SpinCo as follows:

(a)           The Provider is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b)           The Provider has the power and authority to enter into this Agreement and to perform its obligations under this Agreement, including the Services.

(c)           The Provider is not subject to any contractual or other legal obligation that materially interferes with its full, prompt, and complete performance under this Agreement.

(d)           The individual executing this Agreement on behalf of the Provider has the authority to do so.

Section 5.2            Representations and Warranties of SpinCo. SpinCo represents and warrants to the Provider as follows:

(a)           SpinCo is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada.

(b)           SpinCo has the power and authority to enter into this Agreement and to perform its obligations under this Agreement.

(c)           SpinCo is not subject to any contractual or other legal obligation that materially interferes with its full, prompt, and complete performance under this Agreement.

(d)           The individual executing this Agreement on behalf of SpinCo has the authority to do so.

ARTICLE VI
INDEMNIFICATION

Section 6.1            Indemnification by the Provider. The Provider will indemnify, defend, and hold harmless SpinCo and each of its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “SpinCo Indemnitees”), from and against any and all Actions, judgments, Liabilities (as defined below), losses, costs, damages, or expenses, including reasonable counsel fees, disbursements, and court costs (collectively, “Losses”), that any SpinCo Indemnitee may suffer arising from or out of, or relating to, (a) any material breach by the Provider of its obligations under this Agreement, or (b) the gross negligence, willful misconduct, fraud, or bad faith of the Provider in connection with the performance of any provision of this Agreement, in each case except to the extent such Losses (i) are fully covered by insurance maintained by SpinCo or such other SpinCo Indemnitee or (ii) are payable by SpinCo pursuant to Section 7.11.

Section 6.2            Indemnification by SpinCo. SpinCo will indemnify, defend, and hold harmless the Provider and its Subsidiaries, Affiliates, officers, directors, employees and agents, successors and assigns (collectively, the “Provider Indemnitees”), from and against any and all Losses that any Provider Indemnitee may suffer arising from or out of, or relating to (a) any material breach by SpinCo of its obligations under this Agreement, or (b) any acts or omissions of the Provider in providing the Services pursuant to this Agreement (in each case except to the extent such Losses (i) arise from or relate to any material breach by the Provider of its obligations under this Agreement, (ii) are attributable to the gross negligence, willful misconduct, fraud, or bad faith of the Provider or any other Provider Indemnitee seeking indemnification under this Section 6.2, (iii) are fully covered by insurance maintained by the Provider or such other Provider Indemnitee, or (iv) are payable by the Provider pursuant to Section 7.11).

Section 6.3            Indemnification Procedures.

(a)           (i) In connection with any indemnification provided for in Section 6.1 or 6.2, the party seeking indemnification (the “Indemnitee”) will give the party from which indemnification is sought (the “Indemnitor”) prompt notice whenever it comes to the attention of the Indemnitee that the Indemnitee has suffered or incurred, or may suffer or incur, any Losses for which it is entitled to indemnification under Section 6.1 or 6.2, and, if and when known, the facts constituting the basis for such claim and the projected amount of such Losses (which shall not be conclusive as to the amount of such Losses), in each case in reasonable detail. Without limiting the generality of the foregoing, in the case of any Action commenced by a third party for which indemnification is being sought (a “Third-Party Claim”), such notice will be given no later than ten business days following receipt by the Indemnitee of written notice of such Third-Party Claim. Failure by any Indemnitee to so notify the Indemnitor will not affect the rights of such Indemnitee hereunder except to the extent that such failure has a material prejudicial effect on the defenses or other rights available to the Indemnitor with respect to such Third-Party Claim. The Indemnitee will deliver to the Indemnitor as promptly as practicable, and in any event within five business days after Indemnitee’s receipt, copies of all notices, court papers and other documents received by the Indemnitee relating to any Third-Party Claim.

(ii)           After receipt of a notice pursuant to Section 6.3(a)(i) with respect to any Third-Party Claim, the Indemnitor will be entitled, if it so elects, to take control of the defense and investigation with respect to such Third-Party Claim and to employ and engage attorneys reasonably satisfactory to the Indemnitee to handle and defend such claim, at the Indemnitor’s cost, risk and expense, upon written notice to the Indemnitee of such election, which notice acknowledges the Indemnitor’s obligation to provide indemnification under this Agreement with respect to any Losses arising out of or relating to such Third-Party Claim. The Indemnitor will not settle any Third-Party Claim that is the subject of indemnification without the written consent of the Indemnitee, which consent will not be unreasonably withheld, conditioned or delayed; provided, however, that, after reasonable notice, the Indemnitor may settle a claim without the Indemnitee’s consent if such settlement (A) makes no admission or acknowledgment of Liability or culpability with respect to the Indemnitee, (B) includes a complete release of the Indemnitee and (C) does not seek any relief against the Indemnitee other than the payment of money damages to be borne by the Indemnitor. The Indemnitee will cooperate in all reasonable respects with the Indemnitor and its attorneys in the investigation, trial and defense of any lawsuit or action with respect to such claim and any appeal arising therefrom (including the filing in the Indemnitee’s name of appropriate cross-claims and counterclaims). The Indemnitee may, at its own cost, participate in any investigation, trial and defense of any Third-Party Claim controlled by the Indemnitor and any appeal arising therefrom, including participating in the process with respect to the potential settlement or compromise thereof. If the Indemnitee has been advised by its counsel that there may be one or more legal defenses available to the Indemnitee that conflict with those available to, or that are not available to, the Indemnitor (“Separate Legal Defenses”), or that there may be actual or potential differing or conflicting interests between the Indemnitor and the Indemnitee in the conduct of the defense of such Third-Party Claim, the Indemnitee will have the right, at the expense of the Indemnitor, to engage separate counsel reasonably acceptable to the Indemnitor to handle and defend such Third-Party Claim, provided, that, if such Third-Party Claim can be reasonably separated between those portion(s) for which Separate Legal Defenses are available (“Separable Claims”) and those for which no Separate Legal Defenses are available, the Indemnitee will instead have the right, at the expense of the Indemnitor, to engage separate counsel reasonably acceptable to the Indemnitor to handle and defend the Separable Claims, and the Indemnitor will not have the right to control the defense or investigation of such Third-Party Claim or such Separable Claims, as the case may be (and, in which latter case, the Indemnitor will have the right to control the defense or investigation of the remaining portion(s) of such Third-Party Claim).

(iii)           If, after receipt of a notice pursuant to Section 6.3(a)(i) with respect to any Third-Party Claim as to which indemnification is available hereunder, the Indemnitor does not undertake to defend the Indemnitee against such Third-Party Claim, whether by not giving the Indemnitee timely notice of its election to so defend or otherwise, the Indemnitee may, but will have no obligation to, assume its own defense, at the expense of the Indemnitor (including attorneys’ fees and costs), it being understood that the Indemnitee’s right to indemnification for such Third-Party Claim shall not be adversely affected by its assuming the defense of such Third-Party Claim. The Indemnitor will be bound by the result obtained with respect thereto by the Indemnitee; provided, that the Indemnitee may not settle any lawsuit or action with respect to which the Indemnitee is entitled to indemnification hereunder without the consent of the Indemnitor, which consent will not be unreasonably withheld, conditioned or delayed; provided further, that such consent shall not be required if (i) the Indemnitor had the right under this Section 6.3 to undertake control of the defense of such Third-Party Claim and, after notice, failed to do so within 30 days of receipt of such notice (or such lesser period as may be required by court proceedings in the event of a litigated matter), or (ii) (x) the Indemnitor does not have the right to control the defense of the entirety of such Third-Party Claim pursuant to Section 6.3(a)(ii) or (y) the Indemnitor does not have the right to control the defense of any Separable Claim pursuant to Section 6.3(a)(ii) (in which case such settlement may only apply to such Separable Claims), the Indemnitee provides reasonable notice to Indemnitor of the settlement, and such settlement (A) makes no admission or acknowledgment of Liability or culpability with respect to the Indemnitor, (B) does not seek any relief against the Indemnitor and (C) does not seek any relief against the Indemnitee for which the Indemnitor is responsible other than the payment of money damages.

(b)           In no event will the Indemnitor be liable to any Indemnitee for any special, consequential, indirect, collateral, incidental or punitive damages, however caused and on any theory of liability arising in any way out of this Agreement, whether or not such Indemnitor was advised of the possibility of any such damages; provided, that the foregoing limitations shall not limit a party’s indemnification obligations for any Losses incurred by an Indemnitee as a result of the assertion of a Third-Party Claim.

(c)           The Indemnitor and the Indemnitee shall use commercially reasonable efforts to avoid production of Confidential Information, and to cause all communications among employees, counsel and others representing any party with respect to a Third-Party Claim to be made so as to preserve any applicable attorney-client or work-product privilege.

(d)           The Indemnitor shall pay all amounts payable pursuant to this Section 6.3 by wire transfer of immediately available funds, promptly following receipt from an Indemnitee of a bill, together with all accompanying reasonably detailed backup documentation, for any Losses that are the subject of indemnification hereunder, unless the Indemnitor in good faith disputes the amount of such Losses or whether such Losses are covered by the Indemnitor’s indemnification obligation in which event the Indemnitor shall promptly so notify the Indemnitee. In any event, the Indemnitor shall pay to the Indemnitee, by wire transfer of immediately available funds, the amount of any Losses for which it is liable hereunder no later than three (3) days following any final determination of the amount of such Losses and the Indemnitor’s liability therefor. A “final determination” shall exist when (a) the parties to the dispute have reached an agreement in writing or (b) a court of competent jurisdiction shall have entered a final and non-appealable order or judgment.

(e)           If the indemnification provided for in this Section 6.3 shall, for any reason, be unavailable or insufficient to hold harmless an Indemnitee in respect of any Losses for which it is entitled to indemnification hereunder, then the Indemnitor shall contribute to the amount paid or payable by such Indemnitee as a result of such Losses, in such proportion as shall be appropriate to reflect the relative benefits received by and the relative fault of the Indemnitor on the one hand and the Indemnitee on the other hand with respect to the matter giving rise to such Losses.

(f)           The remedies provided in this Section 6.3 shall be cumulative and shall not preclude assertion by any Indemnitee of any other rights or the seeking of any and all other remedies against an Indemnitor, subject to Section 6.3(b).

(g)           To the fullest extent permitted by applicable law, the Indemnitor will indemnify the Indemnitee against any and all reasonable fees, costs and expenses (including attorneys’ fees), incurred in connection with the enforcement of his, her or its rights under this Article VI.

ARTICLE VII
MISCELLANEOUS

Section 7.1            Defined Terms.

(a)           The following terms will have the following meanings for all purposes of this Agreement:

“Action” means any demand, action, claim, suit, countersuit, litigation, arbitration, prosecution, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any court, grand jury or other governmental authority or any arbitrator or arbitration panel.

“Affiliate” means, with respect to any Person, any other Person controlled by such first Person, with “control” for such purpose meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract, or otherwise. Notwithstanding the foregoing, for purposes of this Agreement, none of the Persons listed in clause (i), (ii), (iii), (iv), or (v), shall be deemed to be Affiliates of any Person listed in any other such clause: (i) Provider taken together with its Subsidiaries, (ii) SpinCo taken together with its Subsidiaries, (iii) QVC taken together with its Subsidiaries, (iv) LBC taken together with its Subsidiaries, or (v) ABH taken together with its Subsidiaries.

“Confidential Information” means any information marked, noticed, or treated as confidential by a party which such party holds in confidence, including all trade secrets, technical, business, or other information, including customer or client information, however communicated or disclosed, relating to past, present and future research, development and business activities.

“Liabilities” means any and all debts, liabilities, commitments and obligations, whether or not fixed, contingent or absolute, matured or unmatured, direct or indirect, liquidated or unliquidated, accrued or unaccrued, known or unknown, and whether or not required by GAAP to be reflected in financial statements or disclosed in the notes thereto (other than taxes).

“Person” means any natural person, corporation, limited liability corporation, partnership, trust, unincorporated organization, association, governmental authority, or other entity.

“Subsidiary” when used with respect to any Person, means (i)(A) a corporation a majority in voting power of whose share capital or capital stock with voting power, under ordinary circumstances, to elect directors is at the time, directly or indirectly, owned by such Person, by one or more Subsidiaries of such Person, or by such Person and one or more Subsidiaries of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, (B) a partnership or limited liability company in which such Person or a Subsidiary of such Person is, at the date of determination, (1) in the case of a partnership, a general partner of such partnership with the power affirmatively to direct the policies and management of such partnership or (2) in the case of a limited liability company, the managing member or, in the absence of a managing member, a member with the power affirmatively to direct the policies and management of such limited liability company, or (C) any other Person (other than a corporation) in which such Person, one or more Subsidiaries of such Person or such Person and one or more Subsidiaries of such Person, directly or indirectly, at the date of determination thereof, has or have (1) the power to elect or direct the election of a majority of the members of the governing body of such Person, whether or not such power is subject to a voting agreement or similar encumbrance, or (2) in the absence of such a governing body, at least a majority ownership interest or (ii) any other Person of which an aggregate of 50% or more of the equity interests are, at the time, directly or indirectly, owned by such Person and/or one or more Subsidiaries of such Person. Notwithstanding the foregoing, for purposes of this Agreement, none of the Subsidiaries of the Provider will be deemed to be Subsidiaries of SpinCo or any of its Subsidiaries, nor will any of SpinCo’s Subsidiaries be deemed to be Subsidiaries of the Provider or any of its Subsidiaries.

(b)           The following terms will have the meanings for all purposes of this Agreement set forth in the Section reference provided next to such term:

Section 7.2            Entire Agreement; Severability. This Agreement and the Facilities Sharing Agreement constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings, oral and written, among the parties hereto with respect to such subject matter. It is the intention of the parties hereto that the provisions of this Agreement will be enforced to the fullest extent permissible under all applicable laws and public policies, but that the unenforceability of any provision hereof (or the modification of any provision hereof to conform with such laws or public policies, as provided in the next sentence) will not render unenforceable or impair the remainder of this Agreement. Accordingly, if any provision is determined to be invalid or unenforceable either in whole or in part, this Agreement will be deemed amended to delete or modify, as necessary, the invalid or unenforceable provisions and to alter the balance of this Agreement in order to render the same valid and enforceable, consistent (to the fullest extent possible) with the intent and purposes hereof. If the provisions of this Agreement conflict with any provisions of the Facilities Sharing Agreement, the provisions of this Agreement shall control.

Section 7.3            Notices. All notices and communications hereunder will be in writing and will be deemed to have been duly given if (a) delivered personally or mailed, certified or registered mail with postage prepaid, or (b) sent by email (provided that the sending party does not receive an automatically generated message from the recipient’s email server that such email could not be delivered to such recipient), addressed as follows:

or to such other address (or to the attention of such other person) as the parties may hereafter designate in writing. All such notices and communications will be deemed to have been given on the date of delivery if sent by email or personal delivery, or the third day after the mailing thereof, except that any notice of a change of address will be deemed to have been given only when actually received.

Section 7.4            Governing Law. This Agreement and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by the laws of the State of Colorado applicable to contracts made and performed wholly therein, without giving effect to any choice or conflict of laws provisions or rules that would cause the application of the laws of any other jurisdiction.

Section 7.5            Rules of Construction. The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. Words used in this Agreement, regardless of the gender and number specifically used, will be deemed and construed to include any other gender, masculine, feminine, or neuter, and any other number, singular or plural, as the context requires. As used in this Agreement, the word “including” or any variation thereof is not limiting, and the word “or” is not exclusive. The word day means a calendar day. If the last day for giving any notice or taking any other action is a Saturday, Sunday, or a day on which banks in New York, New York or Denver, Colorado are closed, the time for giving such notice or taking such action will be extended to the next day that is not such a day.

Section 7.6            No Third-Party Rights. Nothing expressed or referred to in this Agreement is intended or will be construed to give any Person other than the parties hereto, the SpinCo Indemnitees, Provider Indemnitees and their respective successors and permitted assigns any legal or equitable right, remedy or claim under or with respect to this Agreement, or any provision hereof, it being the intention of the parties hereto that this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their respective successors and assigns.

Section 7.7            Counterparts. This Agreement may be executed in one or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument.

Section 7.8            Payment of Expenses. From and after the Spin-Off Effective Date, and except as otherwise expressly provided in this Agreement, each of the parties to this Agreement will bear its own expenses, including the fees of any attorneys and accountants engaged by such party, in connection with this Agreement.

Section 7.9            Binding Effect; Assignment.

(a)           This Agreement will inure to the benefit of and be binding on the parties to this Agreement and their respective legal representatives, successors and permitted assigns.

(b)           Except as expressly contemplated hereby (including by Section 4.1), this Agreement, and the obligations arising hereunder, may not be assigned by either party to this Agreement, provided, however, that SpinCo and Provider may assign their respective rights, interests, duties, liabilities and obligations under this Agreement to any of their respective wholly-owned Subsidiaries, but such assignment shall not relieve SpinCo or the Provider, as the assignor, of its obligations hereunder.

Section 7.10          Amendment, Modification, Extension or Waiver. Any amendment, modification or supplement of or to any term or condition of this Agreement will be effective only if in writing and signed by both parties hereto. Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party to this Agreement, or (b) waive compliance by the other party with any of the agreements or conditions contained herein or any breach thereof. Any agreement on the part of either party to any such extension or waiver will be valid only if set forth in an instrument in writing signed on behalf of such party. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instance, will be deemed or construed as a further or continuing waiver of any such term, provision or condition or of any other term, provision or condition, but any party hereto may waive its rights in any particular instance by written instrument of waiver.

Section 7.11          Legal Fees; Costs. If either party to this Agreement institutes any action or proceeding to enforce any provision of this Agreement, the prevailing party will be entitled to receive from the other party reasonable attorneys’ fees, disbursements and costs incurred in such action or proceeding, whether or not such action or proceeding is prosecuted to judgment.

Section 7.12          Force Majeure. Neither party will be liable to the other party with respect to any nonperformance or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to any action or claims by any third party, labor dispute, labor strike, weather conditions or any cause beyond a party’s reasonable control. Each party agrees that it will use all commercially reasonable efforts to continue to perform its obligations under this Agreement, to resume performance of its obligations under this Agreement, and to minimize any delay in performance of its obligations under this Agreement notwithstanding the occurrence of any such event beyond such party’s reasonable control.

Section 7.13          Specific Performance. Each party agrees that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each of the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which they are entitled at law or in equity.

Section 7.14          Further Actions. The parties will execute and deliver all documents, provide all information, and take or forbear from all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

Section 7.15          Confidentiality.

(a)           Except with the prior consent of the disclosing party, each party will:

(i)            limit access to the Confidential Information of the other party disclosed to such party hereunder to its employees, agents, representatives, and consultants on a need-to-know basis;

(ii)           advise its employees, agents, representatives, and consultants having access to such Confidential Information of the proprietary nature thereof and of the obligations set forth in this Agreement; and

(iii)          safeguard such Confidential Information by using a reasonable degree of care to prevent disclosure of the Confidential Information to third parties, but not less than that degree of care used by that party in safeguarding its own similar information or material.

(b)           A party’s obligations respecting confidentiality under Section 7.15(a) will not apply to any of the Confidential Information of the other party that a party can demonstrate: (i) was, at the time of disclosure to it, in the public domain; (ii) after disclosure to it, is published or otherwise becomes part of the public domain through no fault of the receiving party; (iii) was in the possession of the receiving party at the time of disclosure to it without being subject to any obligation of confidentiality; (iv) was received after disclosure to it from a third party who, to its knowledge, had a lawful right to disclose such information to it; (v) was independently developed by the receiving party without reference to the Confidential Information; (vi) was required to be disclosed to any regulatory body having jurisdiction over a party or any of their respective clients; or (vii) was required to be disclosed by reason of legal, accounting, or regulatory requirements beyond the reasonable control of the receiving party. In the case of any disclosure pursuant to clauses (vi) or (vii) of this paragraph (b), to the extent practical, the receiving party will give prior notice to the disclosing party of the required disclosure and will use commercially reasonable efforts to obtain a protective order covering such disclosure.

Section 7.16          Dispute Resolution. In the event of any dispute arising out of or related to this Agreement or any of the transactions contemplated hereby, the parties shall first negotiate in good faith to resolve such dispute in accordance with this Section 7.16 prior to commencing any action, suit or proceeding before any court or other adjudicatory body. The parties shall designate representatives to meet to negotiate in good faith a resolution of such dispute for a period of 30 days (which may be extended by agreement of the parties). If at the end of the good faith negotiation period the parties fail to resolve the dispute, then the parties shall mediate the dispute before a neutral third party mediator under the then current American Arbitration Association (AAA) procedures for mediation of business disputes. The parties will equally share the cost of the mediation.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties has signed this Agreement, or has caused this Agreement to be signed by its duly authorized officer, as of the date first above written.

Signature Page to Services Agreement

Exhibit 10.4

Execution Version

Facilities Sharing Agreement

LIBERTY PROPERTY HOLDINGS, INC.

12300 LIBERTY BOULEVARD

ENGLEWOOD, CO 80112

July 14, 2025

GCI Liberty, Inc.

12300 Liberty Boulevard

Englewood, CO 80112

Attention: Legal Department

Ladies and Gentlemen:

Liberty Broadband Corporation, a Delaware corporation (“Liberty Broadband”), has effected, or will shortly effect, the spin-off (the “Spin-Off”) of GCI Liberty, Inc., a Nevada corporation (“SpinCo”), by means of a pro rata distribution to the holders of record of Liberty Broadband’s Series A common stock, Series B common stock and Series C common stock of the corresponding series of SpinCo’s GCI Group common stock. To that end, Liberty Broadband and SpinCo have entered into a Separation and Distribution Agreement, dated as of June 19, 2025 (the “Separation and Distribution Agreement”), pursuant to which various assets and businesses of Liberty Broadband and its subsidiaries have been, or will be, transferred to SpinCo and its subsidiaries.

As you are aware, Liberty Property Holdings, Inc., a Delaware corporation (“LPH”), is the owner of 12300 Liberty Boulevard, Englewood, Colorado (the “Premises”) and is a wholly-owned subsidiary of Liberty Media Corporation, a Delaware corporation (“Liberty Media” or “Provider”). SpinCo desires to occupy and use a portion of the office and parking facilities within the Premises for a fee following the Spin-Off.  Liberty Media and LPH are amenable to such a sharing arrangement, on the terms and subject to the conditions set forth in this facilities sharing agreement (this “Agreement”).

As you are also aware, in connection with the Spin-Off, Liberty Media and SpinCo have entered into a services agreement, dated July 14, 2025 (the “Services Agreement”), pursuant to which Liberty Media will provide to SpinCo the services described therein on the terms set forth therein from and after the date of the Spin-Off (the “Spin-Off Effective Date”).

Based on the premises and the mutual agreements of the parties set forth in this Agreement, and for other good and valuable consideration the receipt and adequacy of which is hereby acknowledged, SpinCo, LPH and Liberty Media hereby agree as follows:

Section 1.  Use of Facilities. The shared facilities consist of 62,523 square feet, in the aggregate, of fully-furnished executive offices, working stations for secretarial and other support staff and common areas, including the main reception area, conference facilities, hallways, stairways, restrooms, kitchenettes, the employee cafeteria, and the fitness area (collectively, the “Shared Facilities Space”), plus access to parking facilities, located within the Premises. Notwithstanding anything to the contrary, Provider, SpinCo and LPH may mutually agree in writing to adjust the Shared Facilities Space and corresponding square footage from time to time.

Section 2.  Sharing Fee. SpinCo will pay to LPH a monthly fee (the “Sharing Fee”), by wire or intrabank transfer of funds or in such other manner as may be agreed upon by the parties, in arrears on or before the last day of each calendar month beginning with the first full calendar month following the date of the Spin-Off, equal to one-twelfth of the sum of (A) the product of (i) an agreed-upon Facilities Percentage (as defined below) multiplied by (ii) the product of the total square footage of space within the Shared Facilities Space and the Square Foot Rate (as defined below), plus (B) the Annual Allocation Expense (as defined below). For this purpose, SpinCo and LPH agree that, until December 31, 2025, the fair market “fully loaded” rental rate per square foot, for space comparable to the Shared Facilities Space in Englewood, Colorado will be $39.84 per square foot (the “Square Foot Rate”). The Square Foot Rate will be automatically increased on the first day of the first month of each calendar year thereafter in an amount equal to the percentage increase in the U.S. Department of Labor Consumer Price Index All Items, All Urban Consumers Denver-Aurora-Lakewood for the same period. The Square Foot Rate does not include charges for expenses related to the use of the Shared Facilities Space, including, but not limited to, utilities, security and janitorial services, office equipment rent, office supplies, use of the cafeteria facilities onsite at the Shared Facilities Space, maintenance and repairs, telephone, satellite, video and information technology (including network maintenance and data storage, computer and telephone support and maintenance, and management and information systems (servers, hardware and related software)) (the “Allocations”). With respect to each calendar year during the Term (as defined below), SpinCo shall reimburse LPH in an amount (the “Annual Allocation Expense”) equal to the product of (x) the aggregate amount of the estimated Allocations for such year, as determined in good faith by LPH and notified to SpinCo prior to the commencement of such calendar year, and (y) the Facilities Percentage applicable to such calendar year; provided that, if the Facilities Percentage changes during any calendar year, the Annual Allocation Expense applicable to such calendar year shall be adjusted accordingly.

The “Facilities Percentage” is the percentage of the Shared Facilities Space that Provider estimates, in good faith, will be used to provide services to SpinCo under the Services Agreement.  The initial Facilities Percentage will be determined by Provider on or prior to the Spin-Off Effective Date, and Provider and SpinCo will review and evaluate the Facilities Percentage for reasonableness semiannually during the Term and will negotiate in good faith to reach agreement on any appropriate adjustments to the Facilities Percentage. Based on such review and evaluation, Provider and SpinCo will agree on the appropriate effective date (which may be retroactive) of any such adjustment to the Facilities Percentage.

Provider and SpinCo will also review and evaluate the Annual Allocation Expense for reasonableness semi-annually during the Term, and will negotiate in good faith to reach agreement on any appropriate adjustments to the Annual Allocation Expense based on such review and evaluation.

SpinCo’s obligation to pay any unpaid amounts of the Sharing Fee or Annual Allocation Expenses in respect of any period during the Term will survive the expiration or earlier termination of this Agreement.

Section 3.  Term.

(i)            The term of this Agreement will commence on the Spin-Off Effective Date and will continue until the third anniversary of the Spin-Off Effective Date (the “Term”).

(ii)           This Agreement will be terminated prior to the expiration of the Term upon the following events:

For purposes of this Section 3(ii), a “Change in Control” will have the meaning ascribed thereto in the Services Agreement.

For purposes of this Section 3(ii), a “Bankruptcy Event” will have the meaning ascribed thereto in the Services Agreement.

Section 4.   Miscellaneous.

(i)  Entire Agreement; Severability. This Agreement, the Services Agreement and the Separation and Distribution Agreement constitute the entire agreement among the parties hereto or thereto, as applicable with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings, oral and written, among the parties hereto with respect to such subject matter. It is the intention of the parties hereto that the provisions of this Agreement will be enforced to the fullest extent permissible under all applicable laws and public policies, but that the unenforceability of any provision hereof (or the modification of any provision hereof to conform with such laws or public policies, as provided in the next sentence) will not render unenforceable or impair the remainder of this Agreement. Accordingly, if any provision is determined to be invalid or unenforceable either in whole or in part, this Agreement will be deemed amended to delete or modify, as necessary, the invalid or unenforceable provisions and to alter the balance of this Agreement in order to render the same valid and enforceable, consistent (to the fullest extent possible) with the intent and purposes hereof. If the cost of any service to be provided to SpinCo under the Services Agreement is included in the Annual Allocation Expense payable hereunder, then the cost of such service shall not also be payable by SpinCo under the Services Agreement.

(ii)  Notices.  All notices and communications hereunder will be in writing and will be deemed to have been duly given if (a) delivered personally or mailed, certified or registered mail with postage prepaid, or (b) sent by email (provided that the sending party does not receive an automatically generated message from the recipient’s email server that such email could not be delivered to such recipient), addressed as follows:

If to LPH:

Liberty Property Holdings, Inc.

c/o Liberty Media Corporation

12300 Liberty Boulevard

Englewood, Colorado 80112

Attention:  Chief Legal Officer

Email: [Separately Provided]

If to SpinCo:

GCI Liberty, Inc.

12300 Liberty Boulevard

Englewood, Colorado 80112

Attention:  Chief Legal Officer

Email: [Separately Provided]

or to such other address (or to the attention of such other person) as the parties may hereafter designate in writing.  All such notices and communications will be deemed to have been given on the date of delivery if sent by email or personal delivery, or the third day after the mailing thereof, except that any notice of a change of address will be deemed to have been given only when actually received.

(iii)  Governing Law.  This Agreement and the legal relations among the parties hereto will be governed in all respects, including validity, interpretation and effect, by the laws of the State of Colorado applicable to contracts made and performed wholly therein, without giving effect to any choice or conflict of laws provisions or rules that would cause the application of the laws of any other jurisdiction.

(iv)  No Third-Party Rights.  Nothing expressed or referred to in this Agreement is intended or will be construed to give any person other than the parties hereto and their respective successors and permitted assigns any legal or equitable right, remedy or claim under or with respect to this Agreement, or any provision hereof, it being the intention of the parties hereto that this Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Agreement and their respective successors and assigns.

(v)   Assignment.  This Agreement will inure to the benefit of and be binding on the parties to this Agreement and their respective legal representatives, successors and permitted assigns.  Except as expressly contemplated hereby, this Agreement, and the obligations arising hereunder, may not be assigned by either party to this Agreement, provided, however, that LPH and SpinCo may assign their respective rights, interests, duties, liabilities and obligations under this Agreement to any of their respective wholly-owned subsidiaries, but such assignment shall not relieve the assignor of its obligations hereunder.

(vi)  Amendment. Any amendment, modification or supplement of or to any term or condition of this Agreement will be effective only if in writing and signed by both parties hereto.

(vii)  Further Actions.  The parties will execute and deliver all documents, provide all information, and take or forbear from all actions that may be necessary or appropriate to achieve the purposes of this Agreement.

(viii)  Force Majeure.  Neither party will be liable to the other party with respect to any nonperformance or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to any action or claims by any third party, labor dispute, labor strike, weather conditions or any cause beyond a party’s reasonable control. Each party agrees that it will use all commercially reasonable efforts to continue to perform its obligations under this Agreement, to resume performance of its obligations under this Agreement, and to minimize any delay in performance of its obligations under this Agreement notwithstanding the occurrence of any such event beyond such party’s reasonable control.

If the foregoing meets with your approval, kindly execute below and return a copy to the undersigned.

Signature Page to Facilities Sharing Agreement

Exhibit 10.5

Execution Version

FALCON 7X N780LM

AIRCRAFT TIME SHARING AGREEMENT

This Aircraft Time Sharing Agreement (this “Agreement”) is entered into as of the 14th day of July, 2025, by and between Liberty Media Corporation, with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessor”), and GCI Liberty, Inc., with an address of 12300 Liberty Boulevard, Englewood, Colorado 80112 (“Lessee”).

RECITALS

WHEREAS, Lessor is the owner of that certain Dassault Falcon 7X aircraft, bearing manufacturer’s serial number 291, currently registered with the Federal Aviation Administration (“FAA”) as N780LM (the “Aircraft”);

WHEREAS, Lessor employs a fully qualified flight crew to operate the Aircraft;

WHEREAS, Lessor desires to lease the Aircraft to Lessee and to provide a fully qualified flight crew for all operations on a periodic, non-exclusive time sharing basis, as defined in Section 91.501(c)(1) of the Federal Aviation Regulations (“FAR”); and

WHEREAS, the use of the Aircraft by Lessee shall at all times be pursuant to and in full compliance with the requirements of FAR Sections 91.501(b)(6), 91.501(c)(1) and 91.501(d).

NOW, THEREFORE, in consideration of the mutual promises and considerations contained in this Agreement, the parties agree as follows:

1.             Lessor agrees to lease the Aircraft to Lessee on a periodic, non-exclusive basis, and to provide a fully qualified flight crew for all operations, pursuant and subject to the provisions of FAR Section 91.501(c)(1) and the terms of this Agreement. The parties expressly acknowledge and agree that, regardless of any employment, contractual or other relationship of any kind or nature, at all times that the Aircraft is operated under this Agreement, Lessor, as the party furnishing the Aircraft and flight crew and exercising complete control over all phases of aircraft operation, shall be deemed to have operational control of the Aircraft as such term is defined in 14 C.F.R. Section 1.1. This Agreement will commence on the date the securities of Lessee are first listed on the Nasdaq Capital Market (the “Effective Date”) and continue until the first anniversary of the Effective Date. Thereafter, this Agreement shall be automatically renewed on a month-to-month basis, unless sooner terminated by either party as hereinafter provided. Either party may at any time terminate this Agreement (including during the initial term) upon 30 days’ prior written notice to the other party; provided, however, that this Agreement will automatically terminate without any further action required upon the sale of the Aircraft by Lessor to a third party.

2.             Lessee shall pay Lessor for each flight conducted under this Agreement an amount equal to those charges specifically permitted by FAR Section 91.501(d) and in no event an amount in excess of such charges (the “Time Sharing Charge”), which are as follows:

(a)            Fuel, oil, lubricants, and other additives;

(b)           Travel expenses of the crew, including food, lodging and ground transportation;

(c)            Hangar and tie down costs away from the Aircraft's base of operation;

(d)            Insurance obtained for the specific flight;

(e)            Landing fees, airport taxes and similar assessments;

(g)           In-flight food and beverages;

(h)           Passenger ground transportation;

(i)            Flight planning and weather contract services; and

3.            Lessor will pay all expenses related to the operation of the Aircraft when incurred, and will bill Lessee on a monthly basis as soon as practicable after the last day of each calendar month for the Time Sharing Charge for any and all flights for the account of Lessee pursuant to this Agreement during the preceding month. Lessee shall pay Lessor for all flights for the account of Lessee pursuant to this Agreement within 30 days of receipt of the invoice therefor. If requested by Lessee, Lessor will provide Lessee with a detailed accounting of the expenses composing the Time Sharing Charge for each flight for the account of Lessee pursuant to this Agreement. Without limiting the foregoing, amounts payable by Lessee to Lessor under this Agreement may include any federal excise tax that may be imposed under Internal Revenue Code Section 4261 or any similar excise taxes, if any.

4.             Lessee will provide Lessor with requests for flight time and proposed flight schedules as far in advance of any given flight as possible, and in any case, at least 24 hours in advance of Lessee’s planned departure unless Lessor otherwise agrees. Requests for flight time shall be in a form, whether written or oral, mutually convenient to, and agreed upon by the parties. In addition to the proposed schedules and flight times, Lessee shall provide at least the following information for each proposed flight at some time prior to scheduled departure as required by Lessor or Lessor’s flight crew:

5.             Lessor shall have sole and exclusive authority over the scheduling of the Aircraft, including any limitations on the number of passengers on any flight; provided, however, that Lessor will use commercially reasonable efforts to accommodate Lessee’s needs and to avoid conflicts in scheduling.

6.             As between Lessor and Lessee, Lessor shall be solely responsible for securing maintenance, preventive maintenance and required or otherwise necessary inspections on the Aircraft, and shall take such requirements into account in scheduling the Aircraft. No period of maintenance, preventative maintenance or inspection shall be delayed or postponed for the purpose of scheduling the Aircraft, unless said maintenance or inspection can be safely conducted at a later time in compliance with all applicable laws and regulations, and within the sound discretion of the pilot in command. The pilot in command shall have final and complete authority to cancel any flight for any reason or condition that in his judgment would compromise the safety of the flight.

7.             Lessor shall employ, pay for and provide to Lessee a qualified flight crew for each flight undertaken under this Agreement.

8.             In accordance with applicable FARs, the qualified flight crew provided by Lessor will exercise all of its duties and responsibilities in regard to the safety of each flight conducted hereunder. Lessee specifically agrees that the flight crew, in its sole discretion, may terminate any flight, refuse to commence any flight or take other action which in the considered judgment of the pilot in command is necessitated by considerations of safety. No such action of the pilot in command shall create or support any liability for loss, injury, damage or delay to Lessee or any other person. The parties further agree that Lessor shall not be liable for delay or failure to furnish the Aircraft and crew pursuant to this Agreement when such failure is caused by government regulation or authority, mechanical difficulty, war, civil commotion, strikes or labor disputes, weather conditions, acts of God or any other event or circumstance beyond the reasonable control of Lessor.

9.             (a)             At all times during the term of this Agreement, Lessor shall cause to be carried and maintained, at Lessor’s cost and expense, physical damage insurance with respect to the Aircraft, third party aircraft liability insurance, passenger legal liability insurance, property damage liability insurance, and medical expense insurance in such amounts and on such terms and conditions as Lessor shall determine in its sole discretion. Lessor shall also bear the cost of paying any deductible amount on any policy of insurance in the event of a claim or loss.

(b)            Any policies of insurance carried in accordance with this Agreement: (i) shall name Lessee as an additional insured; (ii) shall contain a waiver by the underwriter thereof of any right of subrogation against Lessee; and (iii) shall require the insurers to provide at least 30 days’ prior written notice (or at least seven days’ in the case of any war-risk insurance) to Lessee if the insurers cancel insurance for any reason whatsoever; provided, however, that the insurers shall provide at least ten days’ prior written notice if the same is allowed to lapse for non-payment of premium. Each liability policy shall be primary without right of contribution from any other insurance that is carried by Lessee or Lessor and shall expressly provide that all of the provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured.

(c)            Lessor shall obtain the approval of this Agreement by the insurance carrier for each policy of insurance on the Aircraft. If requested by Lessee, Lessor shall arrange for a Certificate of Insurance evidencing the insurance coverage with respect to the Aircraft carried and maintained by Lessor to be given by its insurance carriers to Lessee or will provide Lessee with a copy of such insurance policies. Lessor will give Lessee reasonable advance notice of any material modifications to insurance coverage relating to the Aircraft.

10.          (a)             LESSEE AGREES THAT THE PROCEEDS OF INSURANCE WILL BE LESSEE’S SOLE RECOURSE AGAINST LESSOR WITH RESPECT TO ANY CLAIMS THAT LESSEE MAY HAVE UNDER THIS AGREEMENT, EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY LESSOR.

(b)            THE PROVISIONS OF THIS SECTION 10 SHALL SURVIVE INDEFINITELY THE TERMINATION OR EXPIRATION OF THE AGREEMENT.

11.           Lessee warrants that:

(a)            it will not use the Aircraft for the purpose of providing transportation of passengers or cargo in air commerce for compensation or hire, for any illegal purpose, or in violation of any insurance policies with respect to the Aircraft;

(b)            it will refrain from incurring any mechanics, international interest, prospective international interest or other lien and shall not attempt to convey, mortgage, assign, lease or grant or obtain an international interest or prospective international interest or in any way alienate the Aircraft or create any kind of lien or security interest involving the Aircraft or do anything or take any action that might mature into such a lien; and

(c)            it will comply with all applicable laws, governmental and airport orders, rules and regulations, as shall from time to time be in effect relating in any way to the operation and use of the Aircraft under this Agreement.

12.           For purposes of this Agreement, the permanent base of operation of the Aircraft shall be Centennial Airport, Englewood, Colorado.

13.           A copy of this Agreement shall be carried in the Aircraft and available for review upon the request of the FAA on all flights conducted pursuant to this Agreement.

14.           Lessee shall not assign this Agreement or its interest herein to any other person or entity without the prior written consent of Lessor, which may be granted or denied in Lessor’s sole discretion. Subject to the preceding sentence, this Agreement shall inure to the benefit of and be binding upon the parties hereto, and their respective heirs, representatives, successors and assigns, and does not confer any rights on any other person.

15.           This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any prior understandings and agreements between the parties respecting such subject matter. This Agreement may be amended or supplemented and any provision hereof waived only by a written instrument signed by all parties. The failure or delay on the part of any party to insist on strict performance of any of the terms and conditions of this Agreement or to exercise any rights or remedies hereunder shall not constitute a waiver of any such provisions, rights or remedies. This Agreement may be executed in counterparts, which shall, singly or in the aggregate, constitute a fully executed and binding Agreement. Words of gender used in this Agreement may be read as masculine, feminine or neuter as required by the context. Words of number may be read as singular or plural, as required by the context. The word “include” and derivatives of that word are used in this Agreement in an illustrative sense rather than a limiting sense. The word “or” is not exclusive and shall be interpreted as meaning “and/or.” The words “shall” and “will” are used interchangeably and are intended to have the same meaning. Where applicable, this Agreement may be referred to as “this Lease.”

16.           Except as otherwise set forth in Section 4, all communications and notices provided for herein shall be in writing and shall become effective when delivered by facsimile transmission or by personal delivery, Federal Express or other overnight courier or four days following deposit in the United States mail, with correct postage for first-class mail prepaid, addressed to Lessor or Lessee at their respective addresses set forth above, or else as otherwise directed by the other party from time to time in writing.

17.           If any one or more provisions of this Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provisions shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision. To the extent permitted by applicable law, the parties hereby waive any provision of law, that renders any provision of this Agreement prohibited or unenforceable in any respect.

18.           This Agreement is entered into under, and is to be construed in accordance with, the laws of the State of Colorado, without reference to conflicts of laws.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

19.          TRUTH IN LEASING STATEMENT UNDER FAR SECTION 91.23

THE AIRCRAFT, A DASSAULT FALCON 7X, MANUFACTURER’S SERIAL NO. 291, CURRENTLY REGISTERED WITH THE FEDERAL AVIATION ADMINISTRATION AS N780LM, HAS BEEN MAINTAINED AND INSPECTED UNDER FAR PART 91 DURING THE 12 MONTH PERIOD PRECEDING THE DATE OF THIS LEASE.

THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER FAR PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS LEASE. DURING THE DURATION OF THIS LEASE, LIBERTY MEDIA CORPORATION, 12300 LIBERTY BOULEVARD, ENGLEWOOD, COLORADO 80112 IS CONSIDERED RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT UNDER THIS LEASE.

AN EXPLANATION OF THE FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FEDERAL AVIATION REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE.

THE “INSTRUCTIONS FOR COMPLIANCE WITH TRUTH IN LEASING REQUIREMENTS” ATTACHED HERETO ARE INCORPORATED HEREIN BY REFERENCE.

LIBERTY MEDIA CORPORATION, LOCATED AT 12300 LIBERTY BOULEVARD, ENGLEWOOD, COLORADO 80112, THROUGH ITS UNDERSIGNED AUTHORIZED SIGNATORY BELOW, CERTIFIES THAT LESSOR IS RESPONSIBLE FOR OPERATIONAL CONTROL OF THE AIRCRAFT AND THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH APPLICABLE FEDERAL AVIATION REGULATIONS.

IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the Effective Date.

INSTRUCTIONS FOR COMPLIANCE WITH “TRUTH IN LEASING” REQUIREMENTS

Federal Aviation Administration

Aircraft Registration Branch

ATTN: Technical Section

P.O. Box 25724

Oklahoma City, Oklahoma 73125

Exhibit 10.6

Execution Version

July 9, 2025

RONALD A. DUNCAN

GCI Communication Corp.

2550 Denali Street, #1000

Anchorage, AK 99503-2781

Attention: General Counsel

Liberty Broadband Corporation

12300 Liberty Boulevard

Englewood, CO 80112

Attn: Chief Legal Officer

Re: Irrevocable Waiver of Right to Assert Good Reason

Ladies and Gentlemen:

Reference is made to that certain Employment Agreement, effective as of December 22, 2022 (the “Employment Agreement”), by and between GCI Communication Corp., an Alaska corporation (the “Company”), and me. Capitalized terms used but not defined herein have the meanings ascribed to them in the Employment Agreement.

On June 19, 2025, Liberty Broadband Corporation, a Delaware corporation (“LBC”), entered into a Separation and Distribution Agreement, whereby, subject to the terms thereof, LBC’s wholly-owned subsidiary, GCI Liberty, Inc., a Nevada Corporation (“GCI Liberty”), and its subsidiaries, including the Company, will spin-off from LBC (the “Spin-Off”). Following the Spin-Off, GCI Liberty will be an independent publicly traded company. I serve as the President and Chief Executive Officer of GCI Liberty and, following the Spin-Off will be a member of the Board of Directors of GCI Liberty.

As a result of the Spin-Off and my role as President and Chief Executive Officer and a member of the Board of Directors of GCI Liberty, following the Spin-Off (i) I will no longer report to the Chief Executive Officer of LBC and will report to the Board of Directors of GCI Liberty and (ii) I will no longer attend board meetings of LBC. I hereby irrevocably and unconditionally waive and release any and all rights, claims, demands or actions, known or unknown, in law or in equity, that I, my personal representatives, successors, assigns, or estate have or may have, now or in the future, to assert that the effects of the Spin-Off and as described herein constitute “Good Reason” as defined in the Employment Agreement.

For the avoidance of doubt, the agreements, waivers and releases set forth above to assert that I have “Good Reason” to resign from the Company for any of the reasons described above apply for all purposes and under any agreement under which I, my personal representatives, successors, assigns, or estate may have otherwise had the right to assert that I have “Good Reason” to resign from the Company in connection with or arising out of the Spin-Off and as described herein, including, without limitation, the Employment Agreement and any outstanding equity award agreements between LBC and me (the agreements, waivers and releases set forth above, the “Released Claims”). In addition, I hereby irrevocably agree not to assert in writing, directly or indirectly, by legal proceeding or otherwise, any Released Claim against LBC, GCI Liberty, the Company, their respective Affiliates and each of their respective officers, directors, successors and assigns.

Execution Version

I will not terminate, or attempt to terminate, my employment with the Company for Good Reason in connection with or arising out of the Spin-Off and as described herein.

I also hereby acknowledge that, effective as of the Spin-Off, references to LBC in the definition of “Fundamental Transaction” and “Wak Sale” and throughout Section 5.2, in each case, in the Employment Agreement are no longer applicable and that references will apply to GCI Liberty as a Successor Entity to LBC for purposes of the Employment Agreement.

This letter will be governed and construed under and in accordance with the substantive laws of the State of Alaska without reference to the principles of conflicts of laws and any and all disputes between the parties arising out of this letter will be resolved in accordance with Section 11 of the Employment Agreement.

I understand that, except as specifically set forth in this letter, all other terms and conditions of the Employment Agreement shall remain in full force and effect.

Exhibit 99.1

Liberty Broadband Corporation Completes Spin-Off of GCI Liberty, Inc.

ENGLEWOOD, Colo., July 14, 2025—(BUSINESS WIRE)—Liberty Broadband Corporation (“Liberty Broadband”) (Nasdaq: LBRDA, LBRDK, LBRDP) and GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBK) (“GCI Liberty”) announced that they have completed the spin-off (the “Spin-Off”) of GCI Liberty from Liberty Broadband today at 4:30 p.m., New York City time. As a result, Liberty Broadband and GCI Liberty are now separate publicly traded companies. GCI Liberty Series A common stock and Series C common stock will begin trading on Tuesday, July 15, 2025 on The Nasdaq Stock Market under the symbols “GLIBA” and “GLIBK”, respectively. GCI Liberty Series B common stock has been approved for quotation on the OTC Markets under the symbol “GLIBB,” and quoting is expected to begin on or around Monday, July 21, 2025. Effective as of the Spin-Off, GCI Liberty has outstanding an aggregate of 3,650,938 shares of GCI Liberty Series A common stock, 400,806 shares of GCI Liberty Series B common stock and 24,646,041 shares of GCI Liberty Series C common stock. In addition, as of the Spin-Off, GCI Liberty has outstanding 10,000 shares of 12% Series A Cumulative Redeemable Non-Voting Preferred Stock, which are not expected to be listed on The Nasdaq Stock Market or quoted on the OTC Markets.

Liberty Broadband’s Series A common stock, Series B common stock, Series C common stock and Series A Cumulative Redeemable preferred stock will continue trading or being quoted, as applicable, on their respective markets following the Spin-Off until the consummation of the previously announced acquisition (the “Merger”) of Liberty Broadband by Charter Communications, Inc. (“Charter”). In connection with the previously announced definitive agreement by Charter and Cox Communications (“Cox”) to combine their businesses (the “Combination”), Liberty Broadband has agreed to accelerate the closing of the Merger to occur contemporaneously with the Combination. For additional details regarding these acquisitions, please see the press release issued by Liberty Broadband on May 16, 2025.

In connection with the Spin-Off, Marty E. Patterson was appointed to the role of President and CEO of Liberty Broadband. In addition, Mr. Patterson is Senior Vice President of Liberty Media Corporation and Co-Head of Corporate Development, and has served on the board of directors of Charter Communications, Inc. since April 2025. Upon effectiveness of Mr. Patterson’s appointment, John C. Malone resigned as President and CEO of Liberty Broadband. Mr. Malone will remain Chairman of the Boards of Liberty Broadband and GCI Liberty.

Cautionary Note Regarding Forward-Looking Statements

This communication includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including certain statements relating to the transactions described herein, including the proposed timing thereof. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. These forward-looking statements generally can be identified by phrases such as “possible,” “potential,” “intends” or “expects” or other words or phrases of similar import or future or conditional verbs such as “will,” “may,” “might,” “should,” “would,” or “could,” or similar variations. These forward-looking statements involve many risks and uncertainties that could cause actual results and the timing of events to differ materially from those expressed or implied by such statements, including, without limitation, satisfaction of the conditions to the transactions described herein. These forward-looking statements speak only as of the date of this communication, and Liberty Broadband and GCI Liberty expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Liberty Broadband’s or GCI Liberty’s expectations with regard thereto or any change of events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Liberty Broadband and GCI Liberty, including the Final Prospectus relating to the Spin-Off of GCI Liberty, and Liberty Broadband’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports Liberty Broadband or GCI Liberty subsequently files with the SEC, for additional information about Liberty Broadband, GCI Liberty and the risks and uncertainties related to Liberty Broadband’s and GCI Liberty’s businesses that may affect the statements made in this communication.

About GCI Liberty, Inc.

GCI Liberty, Inc. (Nasdaq: GLIBA, GLIBK) operates and owns its subsidiary GCI, LLC (“GCI”), which provides data, mobile, voice and managed services to consumer, business, government and carrier customers throughout Alaska, serving more than 200 communities in the state. GCI has invested $4.7 billion in its Alaska network and facilities over the past 45 years. Through a combination of ambitious network initiatives, GCI continues to expand and strengthen its statewide network infrastructure to deliver the best possible connectivity to its customers and close the digital divide in Alaska.

About Liberty Broadband Corporation

Liberty Broadband Corporation’s (Nasdaq: LBRDA, LBRDK, LBRDP) principal asset consists of its interest in Charter Communications.

Contact for Liberty Broadband Corporation and GCI Liberty, Inc.

Shane Kleinstein, 720-875-5432

Source: GCI Liberty, Inc.; Liberty Broadband Corporation