CONTRIBUTION AGREEMENT
Exhibit 7
This Contribution Agreement dated as of April 6, 2016, is by and between H C Crown, LLC (“HCC”) and CM Merger Co. (“CMC”).
WHEREAS, each of the Managing Member of HCC and the Board of Directors of CMC has authorized this transaction;
NOW, THEREFORE, the parties agree as follows:
1. Contribution. HCC hereby makes a capital contribution to CMC consisting of 324,885,516 shares of Class A Common Stock of Crown Media Holdings, Inc. as more specifically identified on Schedule I attached hereto (the “Shares”).
2. Restrictions on Shares. CMC hereby accepts the Shares and acknowledges that the Shares will continue to be subject to that certain Stockholders Agreement dated as of June 29, 2010, by and among HCC, Hallmark Cards, Incorporated and Crown Media Holdings, Inc., (the “Stockholders Agreement”), and CMC agrees to sign a Joinder Agreement in accordance with the Stockholders Agreement.
3. Stock Power. HCC agrees to provide a Stock Power assigning the Stock to CMC or its designee, as required.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
H C CROWN, LLC | ||
By: | /s/ Xxxxxx X. Xxx | |
Title: | Vice President | |
CM MERGER CO. | ||
By: | /s/ Xxxxxx X. Xxxxxx | |
Title: | Vice President |
SCHEDULE I
CROWN MEDIA HOLDINGS STOCK – Restricted Holdings (non-certificated)
Class CR1 |
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Held by |
Holder Account |
# of Shares | ||||
H C Crown, LLC |
AC # C-191 | 284,817,085 | ||||
H C Crown, LLC |
AC # C-248 | 68,431 | ||||
Hallmark Cards GmbH |
AC # C-663 | 40,000,000 | ||||
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Total Shares | 324,885,516 | |||||
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