STOCK EXCHANGE AGREEMENTStock Exchange Agreement • March 3rd, 2004 • Estate of Bob Magness • Cable & other pay television services • Delaware
STOCK EXCHANGE AGREEMENT, dated as of February 25, 2004 (this “Agreement”), among Gary Magness, as an individual (“Gary”) and as the custodian of an account for the benefit of his daughter Chelsea Magness, the Estate of Bob Magness and Gary, as personal representative (collectively, the “Bob Estate”), Magness Securities LLC (the “LLC”), and GMag, LLC (“GMag”) (Gary, the Bob Estate, the LLC and GMag are hereinafter referred to individually as an “Exchange Party” and collectively as the “Exchange Parties”), Liberty Media Corporation (“Liberty”) and, solely for purposes of Sections 1.4, 4.1, 5.1, 5.2, 5.7, 6 and 7 of this Agreement, the Gary Magness Irrevocable Trust and Gary, in his capacity as trustee of the Gary Magness Irrevocable Trust (collectively, the “Gary Trust”), the Kim Magness Irrevocable Trust and Wendell Geeslin, Michael Robinson and Gary Vickers, solely in their capacity as trustees of the Kim Magness Irrevocable Trust (collectively, the “Kim Trust”), the Tyler Magness Irr
DISTRIBUTION AND RESTRICTED PROCEEDS AGREEMENTDistribution and Restricted Proceeds Agreement • March 3rd, 2004 • Estate of Bob Magness • Cable & other pay television services • Colorado
PARTIES: Kim Magness Irrevocable Trust, created under Agreement creating the Magness Family Irrevocable Trusts, dated March 29, 1996, by Bob Magness, as Grantor and initial trustee (the “Kim Trust”); and
