Capital Contributions and Percentage Interests. (a) Initial Capital Contributions. ----------------------------- (i) In exchange for their Class A Units and Percentage Interests set forth in Exhibit "A" hereto, Cabrillo, Golden Hills, KSMS-TV, Las Tres, Tierra Alta and Valley Channel (each a "Class A Entity" and collectively "Class A Entities") shall enter into the LMA Agreements and shall contribute to the Company their respective assets and Businesses, as going concerns, including without limitation, their FCC Licenses and Univision Agreements, indicated opposite their respective names on Exhibit "A" hereto (with respect to each Class A Entity collectively referred to as such Class A Entity's "Business" and collectively the "Businesses") and shall receive a capital account credit as set forth below. Such transfer and assignment of the Businesses shall be pursuant to Asset Contribution Agreements between the Company and each Class A Entity (each an "Asset Contribution Agreement"). The allocation of Class A Membership Units to the Class A Entities is derived from the relative net equity values of the Class A Entities set forth in revised Exhibit "D" to the Formation Agreement and upon closing of the Asset Contribution Agreements, such values as set forth on Exhibit "A" attached hereto shall be the initial amount reflected in the contributing Class A Entities capital accounts. The initial capital account of all other Members shall be as set forth on Exhibit "A" attached hereto. By execution hereof, each Member hereby consents to the issuance of Class A Units and Percentage Interest to Valley Channel following consummation of the Merger. The Class A Units, Percentage Interest, and capital account to be issued to Valley Channel shall be inserted in an amended Exhibit "A" upon closing of the Asset Contribution Agreement relating to Valley Channel. (ii) In exchange for their Class A Units and Percentage Interests, the ▇▇▇▇▇ Trust, ▇▇▇▇▇▇ Trust and ▇▇▇▇▇▇▇▇▇ Children's Gift Trust shall each exchange the respective membership interests held by each trust pursuant to the Original Operating Agreement in exchange for 23,900 Class A Units. (iii) The Company previously loaned $360,366.38 to Golden Hills to facilitate the purchase of a portion of the ▇▇▇▇▇ Estate ownership interest in Golden Hills (the "▇▇▇▇▇ Interest"). Pursuant to the terms and conditions set forth in Section 1.6 of the Formation Agreement, ▇▇▇▇▇▇ has delivered a Secured Promissory Note to the Company in the principal amount of $360,366.38 in exchange for 10,313 additional Class A Units as set forth on Exhibit "A" attached hereto (the "▇▇▇▇▇▇ Note"). (iv) ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ shall receive those certain Class C Units in the Company indicated opposite their respective names on Exhibit "A" hereto in connection for services to be rendered in their capacities as Managing Members of the Company. (v) Except with respect to the execution and delivery of the LMA Agreements, each Class A Entity's initial capital contribution shall be due upon closing of the Asset Contribution Agreement relating to said entity. (vi) ▇▇▇▇▇▇ and Norton shall receive those certain Class C Units in the Company set forth opposite their respective names on Exhibit "A" hereto in connection with services rendered to the Company.
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Sources: Subordinated Note Purchase and Option Agreement (Entravision Communications Corp), Roll Up Agreement (Entravision Communications Corp)