0001437106-14-000011 Sample Contracts

June 30, 2014
Ascent Capital Group, Inc. • July 2nd, 2014 • Services-miscellaneous business services

In recognition of your successful tenure with Ascent Capital Group, Inc., I (“John”), on behalf of myself and Columbus Holding LLC (“Columbus”), and the Trusts (as defined below) wish to grant to you the purchase rights described in this letter. This letter sets forth the terms of our agreement with respect to certain shares of common stock of Ascent Capital Group, Inc. (the “Company”).

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STOCK EXCHANGE AGREEMENT
Stock Exchange Agreement • July 2nd, 2014 • Ascent Capital Group, Inc. • Services-miscellaneous business services • Colorado

This Stock Exchange Agreement (the “Agreement”) is made this 30th day of June, 2014 (the “Effective Date”), by and between William R. Fitzgerald (“Bill”) and William R. Fitzgerald 2012 Irrevocable Trust, dated 12/6/12 (“WRF Trust”), on the one hand, and Columbus Holding LLC (“Columbus”), on the other hand.

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