CONTRIBUTION AGREEMENTContribution Agreement • January 24th, 2011 • Icon Acquisition Holdings, L.P. • Cable & other pay television services • Delaware
This Contribution Agreement (this “Agreement”) dated as of January 9, 2011, by and among Icon Acquisition Holdings, L.P., a Delaware limited partnership (“Purchaser”), The HMH Playboy Stock Trust (the “PS Trust”), and The Hugh M. Hefner 1991 Trust, dated May 21, 1991, as amended (the “1991 Trust,” and collectively with the PS Trust, the “Investors”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
ROLLOVER AGREEMENTRollover Agreement • January 24th, 2011 • Icon Acquisition Holdings, L.P. • Cable & other pay television services • Delaware
This Rollover Agreement (this “Agreement”) dated as of January 9, 2011, by and between Icon Acquisition Holdings, L.P., a Delaware limited partnership (“Purchaser”) and Scott Flanders (the “Investor”), a stockholder of Playboy Enterprises, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2011 • Icon Acquisition Holdings, L.P. • Cable & other pay television services • California
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on January 9, 2011 by and between Hugh M. Hefner (“Executive”) and Icon Merger Sub, Inc., a Delaware corporation (the “Company”), but shall become effective (automatically and without need for further action by any Person) only upon the merger (the “Merger”) of the Company, with and into Philly, as described in that certain Agreement and Plan of Merger dated as of even date herewith by and among the Company, Philly and Icon Acquisition Holdings, L.P., a Delaware limited partnership (the date of the Merger is referred to as the “Effective Date”). Upon the Merger, Philly shall succeed to the rights and obligations of the Company under this Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2011 • Icon Acquisition Holdings, L.P. • Cable & other pay television services • California
This EMPLOYMENT AGREEMENT (“Agreement”), is entered into on January 9, 2011 by and between Scott Flanders (“Executive”), and Icon Merger Sub, Inc., a Delaware corporation (“Employer” or the “Company”), but shall become effective (automatically and without need for further action by any person) only upon the merger (the “Merger”) of the Company, with and into PLAYBOY ENTERPRISES, INC., a Delaware corporation (“PEI”), as described in that certain Agreement and Plan of Merger dated as of even date herewith by and among the Company, PEI and Icon Acquisition Holdings, L.P., a Delaware limited partnership (“Icon”) (the date of the Merger is referred to as the “Effective Date”). Upon the Merger, PEI shall succeed to the rights and obligations of the Company under this Agreement. For the avoidance of doubt, the Employment Agreement initially dated as of June 1, 2009, and as amended on September 29, 2010 between Executive and PEI shall remain effective until the Effective Date, and upon the Eff
January 9, 2011Icon Acquisition Holdings, L.P. • January 24th, 2011 • Cable & other pay television services • Delaware
MEMORANDUM OF UNDERSTANDING License of Name and Likeness Rights Key Material Terms January 9, 2011Icon Acquisition Holdings, L.P. • January 24th, 2011 • Cable & other pay television services
This Memorandum of Understanding (this “MOU”) sets forth the material terms and conditions of the parties’ agreement regarding HMH’s license of his name and likeness to the Licensee upon and after the closing of the merger contemplated in that certain Agreement and Plan of Merger of even date herewith, by and among Icon Acquisition Holdings, L.P., Icon Merger Sub, Inc. and Playboy Enterprises, Inc. (the “Merger Agreement”).
