0000950134-08-013829 Sample Contracts

FORM OF TAX SHARING AGREEMENT by and among DISCOVERY HOLDING COMPANY, DISCOVERY COMMUNICATIONS, INC., ASCENT MEDIA CORPORATION, ASCENT MEDIA GROUP, LLC and ASCENT MEDIA CREATIVE SOUND SERVICES, INC. Dated as of l, 2008

Tax Sharing Agreement • August 1st, 2008 • Discovery Communications, Inc. • Cable & other pay television services • Colorado

• Contract Type
  Tax Sharing Agreement
• Filed
  August 1st, 2008
• Company
  Discovery Communications, Inc.
• Industry
  Cable & other pay television services
• Jurisdiction
  Colorado

THIS TAX SHARING AGREEMENT (this “Agreement”) is entered into by and among DISCOVERY HOLDING COMPANY, a Delaware corporation (“DHC”), DISCOVERY COMMUNICATIONS, INC., a Delaware corporation (“New DHC”), ASCENT MEDIA CORPORATION, a Delaware corporation (“Spinco”), ASCENT MEDIA GROUP, LLC, a Delaware limited liability company (“AMG”), and [ASCENT MEDIA CREATIVE SOUND SERVICES, INC.], a New York corporation (the “Audio Company”, and together with DHC, New DHC, Spinco, and AMG, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Reorganization Agreement, dated as of June 4, 2008, by and among the Parties (the “Reorganization Agreement”).

FORM OF ESCROW AGREEMENT

Escrow Agreement • August 1st, 2008 • Discovery Communications, Inc. • Cable & other pay television services • Delaware

• Contract Type
  Escrow Agreement
• Filed
  August 1st, 2008
• Company
  Discovery Communications, Inc.
• Industry
  Cable & other pay television services
• Jurisdiction
  Delaware

This ESCROW AGREEMENT (this “Agreement”), dated as of [ ], 2008 by and among Discovery Communications, Inc., a Delaware corporation (“New DHC”), Advance/Newhouse Programming Partnership, a New York general partnership (“ANPP”) and JPMorgan Chase Bank, N.A. a national banking association, as escrow agent (the “Escrow Agent”).

Discovery Communications, LLC One Discovery Place Silver Spring, MD 20910 July 30, 2008

Employment Agreement • August 1st, 2008 • Discovery Communications, Inc. • Cable & other pay television services

• Contract Type
  Employment Agreement
• Filed
  August 1st, 2008
• Company
  Discovery Communications, Inc.
• Industry
  Cable & other pay television services

This letter supersedes our letter agreement dated June 29, 2004, regarding your position with Discovery Communications, Inc., and will be effective with the consummation of the transactions (collectively, the “Merger”) contemplated in the Form S-4 recently filed by “new” Discovery Communications, Inc. (“DCI”).