Contribution And Exchange Agreement

Exhibit 10.19 CONTRIBUTION AND EXCHANGE AGREEMENT This CONTRIBUTION AND EXCHANGE AGREEMENT (this " Agreement" ), dated as of September 26 2007, by and among FX Real Estate and Entertainment Inc., a Delaware corporation (the " Company" ), CKX, Inc., a Delaware corporation (" CKX" ), Flag Luxury Properties, LLC, a Delaware limited liability company (" Flag" ), Richard G. Cushing, as Trustee of (i) the CKX FXLR Stockholder Distribution Trust I, a grantor trust formed pursuant to the CKX FXLR Stockholder Distribution Trust I Agreement dated June 18, 2007 (the " Grantor Trust" and, together with CKX and Flag, collectively, the " Contributing Members" ) and (ii) the CKX FXLR Stockholder Distribution Trust II, a conventional trust formed pursuant to the CKX FXLR Stockholder Distribution Trust II Agreement dated June 18, 2007 (the " Conventional Trust" ), and FX Luxury Realty, LLC, a Delaware limited liability company (" FX LLC" ). Capitalized terms used and not otherwise defined herein, shall have the meanings ascribed to them in that certain Membership Interest Purchase Agreement, dated as of June 1, 2007 and amended by Amendment No. 1 to Membership Interest Purchase Agreement (" Amendment No. 1" ), dated as of June 18, 2007 (as amended, the " Purchase Agreement" ), by and among CKX, Flag and FX LLC. Background WHEREAS, CKX, Flag and FX LLC previously entered into Amendment No. 1, dated as of June 18, 2007, to the Purchase Agreement and, pursuant to Amendment No. 1 (i) CKX formed the Company and, in connection therewith, contributed to the capital of the Company an aggregate 15.5% Membership Interest in FX LLC; (ii) CKX, as the sole stockholder of the Company as of the time of its formation, transferred and assigned all of the equity interests in the Company to the Conventional Trust; and (iii) CKX transferred and assigned an aggregate 9.5% Membership Interest in FX LLC to Richard G. Cushing, as Trustee of the Grantor Trust; and WHEREAS, pursuant to the Purchase Agreement, the Company, CKX, Flag and the Grantor Trust desire to effect the Reorganization as provided herein; and WHEREAS, following the Reorganization contemplated hereby, the Company shall become the sole owner of all of the interests in FX LLC (except for the Flag Priority Interest), and each of CKX, Flag and the Grantor Trust shall be issued shares of common stock of the Company in such amounts as will result in the outstanding equity of the Company being owned 25% by CKX, 50% by Flag, 25% in the aggregate by the Grantor Trust and the Conventional Trust together. Terms and Conditions NOW THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows: 1. Contribution. Each of the Contributing Members hereby contributes transfers and assigns to the Company and its successors and assigns, and the Company hereby accepts, all of such Contributing Member' s right, title and interest in and to such Contributing Member' s membership interest in FX LLC (the " Contributed Interests" ) (except that Flag does not so contribute, transfer or assign the Flag Priority Interest). The pro rata portion of the Contributed Interests contributed by each Contributing Member is more particularly described on Exhibit" A" hereto. As a result of the contributions described herein, the Company shall hold 100% of the issued and outstanding limited liability company interests of FX LLC, except for the Flag Priority Interest.


2. Assignment and Assumption. As consideration and in exchange for the contribution of the Contributed Interests made under Section 1, the Company shall issue to the Contributing Members shares of common stock, par value $0.01 per share (the " Company Common Stock" ), of the Company, which shall aggregate and constitute 84.5% of the issued and outstanding shares of Company Common Stock as of the date hereof. The pro rata portion of the Company Common Stock allocable to each Contributing Member and the portion of the shares of Company Common Stock of the Company retained by the Conventional Trust are more particularly described on Exhibit " A" hereto. 3. Tax Treatment. The parties intend for the transactions contemplated in Section 1 and 2 to meet the requirements of a tax-deferred exchange pursuant to Section 351 of the Internal Revenue Code of 1986, as amended. 4. Representations and Warranties of the Company. The Company represents and warrants to each of the Contributing Members as follows: (a) Organization; Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) Valid Issuance. Upon contribution, transfer and assignment of the Contributed Interests set forth herein, the Company Common Stock to be issued to such Contributing Member hereunder shall be validly issued, fully paid and non-assessable. Upon such issuance, (i) such Company Common Stock shall not have been issued in violation of any applicable pre-emptive right, right of first refusal, right of first offer or similar right and (ii) the Company shall have obtained any waivers and given any notices required to be obtained or given as result of such issuance, as the case may be, under any contract or agreement to which the Company is a party or bound. (c) Authorization; No Breach or Violation. This Agreement and the issuance of the Company Common Stock have been duly authorized by all necessary action on the part of the Company and this Agreement has been duly executed and delivered by the Company. This Agreement constitutes the legal, valid and binding obligation of the Company, enforceable in accordance with the terms hereof, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution, delivery and performance of this Agreement by the Company shall not conflict with or constitute a default under any material agreement under which the Company is party or bound. 5. Representations and Warranties of the Contributing Members. Each Contributing Member, severally and not jointly, hereby represents and warrants to the Company as follows: (a) Authorization; No Breach or Violation. Such Contributing Member has full power and authority to enter into this Agreement and this Agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. The execution, delivery and performance of this Agreement by such Contributing Member shall not conflict with or constitute a default under any material agreement under which such Contributing Member is party or bound. (b) Ownership. Such Contributing Member owns good and valid title to, and is the sole record and beneficial owner of, the Contributed Interests being conveyed by such Contributing Member to the Company under this Agreement, free and clear of any restrictions on transfer (other than restrictions under the state and federal securities laws and the restrictions under the written operating


EXECUTION COPY agreements governing such Contributed Interests, security interests, options, warrants, purchase rights, contracts, commitments, eq ...