0001104659-13-014753 Sample Contracts

ASCENT CAPITAL GROUP, INC. 2008 INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • February 27th, 2013 • Ascent Capital Group, Inc. • Services-miscellaneous business services • Delaware

THIS AGREEMENT (this “Agreement”) is made as of November 30, 2012 (the “Grant Date”), by and between ASCENT CAPITAL GROUP, INC., a Delaware corporation (the “Company”), and the person signing as “Grantee” on the signature page hereof (“Grantee”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2013 • Ascent Capital Group, Inc. • Services-miscellaneous business services • Colorado

This Amended and Restated Employment Agreement (the “Agreement”), dated as of January 25, 2013, is entered into by and between Ascent Capital Group, Inc. (the “Company”), and William R. Fitzgerald (“Executive”).

ASCENT CAPITAL GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option Agreement • February 27th, 2013 • Ascent Capital Group, Inc. • Services-miscellaneous business services • Delaware

THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made as of November 30, 2012 (the “Effective Date”), by and between Ascent Capital Group, Inc., a Delaware corporation (the “Company”), and the individual whose name, address and social security number appear on the signature page hereto (the “Grantee”).

FORM OF AMENDMENT NO. 1 TO CREDIT AGREEMENT AND CONSENT
Credit Agreement • February 27th, 2013 • Ascent Capital Group, Inc. • Services-miscellaneous business services • New York

This Amendment No. 1 to Credit Agreement and Consent (this “Amendment”) is entered into as of November 7, 2012 by and among Monitronics International, Inc., a Texas corporation (“Borrower”), Bank of America, N.A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.

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