AGREEMENT AND PLAN OF MERGER BY AND AMONG MONITRONICS INTERNATIONAL, INC., MONO LAKE MERGER SUB, INC., and ASCENT MEDIA CORPORATION DECEMBER 17, 2010Merger Agreement • December 23rd, 2010 • Ascent Media CORP • Cable & other pay television services • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into this 17th day of December, 2010, by and among MONITRONICS INTERNATIONAL, INC., a Texas corporation (the “Company”), ASCENT MEDIA CORPORATION, a Delaware corporation (“Parent”), and MONO LAKE MERGER SUB, INC., a Texas corporation (“Merger Sub”). Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 8.2 hereof.
ESCROW AGREEMENTEscrow Agreement • December 23rd, 2010 • Ascent Media CORP • Cable & other pay television services • New York
THIS ESCROW AGREEMENT (this “Agreement”), is dated as of December 17, 2010, by and among Citibank, N.A., as escrow agent (the “Escrow Agent”), Ascent Media Corporation, a Delaware corporation (the “Parent”), ABRY Partners, LLC, a Delaware limited liability company (the “Shareholder Representative”), and Monitronics International, Inc., a Texas corporation (the “Company”).
