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Ascent’s stockholders are expected to receive approximately up to 5. 82 percent of the total shares of Monitronics common stock expected to be issued and outstanding immediately following completion of the reorganization and merger, but subject to dilution by certain shares issued under a management incentive plan for the company, in exchange for all then issued and outstanding shares of Ascent common stock. If, however, Ascent is expected to hold cash equal to or in excess of $20 million but less than the target cash amount as of the date of completion of the reorganization of Monitronics under the plan, the stockholders of Ascent will receive a proportionately lower percentage of shares of Monitronics common stock, and certain participants in the equity rights offering have agreed to contribute the shortfall. If Ascent is expected to hold less than $20 million in cash as of the date of completion of the reorganization of Monitronics under the plan, the merger will not be consummated, and certain participants in the equity rights offering have agreed to contribute the full target cash amount. Under the terms of the support agreement, Ascent must obtain approval for the merger from its stockholders within 65 days following the date on which Monitronics commences the chapter 11 cases. If the merger is not approved within 65 days following the petition date or the merger is not completed on the effective date of the plan for any reason, the merger will not occur, and the restructuring of Monitronics will be completed without the participation of Ascent.

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