1 EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT dated as of May 29, 1998Securities Purchase Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services • New York
1 EXHIBIT 10.1 STOCKHOLDERS AGREEMENTStockholders Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services • Delaware
1 EXHIBIT 2.1 ============================================================================== CONTRIBUTION AGREEMENTContribution Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services • New York
WITNESSETH:Employment Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services
1 EXHIBIT 10.7 TAX SHARING AGREEMENT TAX SHARING AGREEMENT (the "Agreement") dated as of [ ] by and among Hallmark Entertainment, Inc., a Delaware corporation ("HEI"), Crown Media, Inc., a Delaware corporation, Crown Media Holdings, Inc., a Delaware...Tax Sharing Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services • Delaware
EXHIBIT 10.9 AMENDED AND RESTATED TRADEMARK LICENSE AGREEMENT (UK) This Agreement is made and entered into as of January 1, 2000, by and between HALLMARK CARDS, INCORPORATED ("Hallmark") and HALLMARK ENTERTAINMENT NETWORKS (UK) LIMITED ("HEN (UK)")....Trademark License Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services • Missouri
WITNESSETH:Employment Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services
1 EXHIBIT 10.24 EMPLOYMENT AGREEMENT Agreement, made this 1st day of March, 1999, between Hallmark Entertainment Networks, Inc., a Delaware corporation with offices at 1325 Avenue of the Americas, New York, New York 10019-3800, or its permitted...Employment Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services
WITNESSETH:Securities Purchase Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services • New York
1 EXHIBIT 10.29 [HALLMARK ENTERTAINMENT LETTERHEAD] January 28, 1999 George Stein 1640 Layton Drive Cherry Hills, Colorado 80110 Dear George: This will confirm our agreement regarding your separation from Hallmark Entertainment Networks, Inc. ("HEN"...Separation Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services
EXHIBIT 10.12 AMENDED AND RESTATED INTERCOMPANY SERVICES AGREEMENT This Amended and Restated Intercompany Services Agreement (this "Agreement") is made and entered into as of January 1, 2000, by and between Hallmark Cards, Incorporated, a Missouri...Intercompany Services Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services • Missouri
EXHIBIT 10.11 AMENDED AND RESTATED COMPANY AGREEMENTCompany Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services
1 EXHIBIT 10.6 PROGRAM AGREEMENT DATED AS OF JULY 1, 1999 This Program Agreement shall serve to confirm the agreement between Hallmark Entertainment Distribution LLC, successor to Hallmark Entertainment Distribution Company ("Distribution") and...Program Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services
1 EXHIBIT 10.15 PROGRAM LICENSE AGREEMENT Dated as of Nov. 13, 1998 This Program License Agreement shall serve to confirm the agreement between Hallmark Entertainment Distribution Company ("HEDC" or "Licensor") and the Odyssey Holdings L.L.C....Program License Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services • New York
RECITALSSecurity Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services • Missouri
RECITALSLease • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services
1 EXHIBIT 10.19 PROGRAM LICENSE AGREEMENT Dated As Of May 12, 1998 This Program License Agreement shall serve to confirm the agreement between Hallmark Entertainment Distribution Company ("HEDC") and H&H Programming - Asia, LLC ("Licensee") in...Program License Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services • New York
RECITALSGuaranty of Lease Obligations • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services • Colorado
2 3 IN WITNESS WHEREOF, this Agreement is executed as of the date first written above.Trademark Sublicense Agreement • March 10th, 2000 • Crown Media Holdings Inc • Cable & other pay television services • Missouri
