メディアコホールディングの適時開示・重要契約・その他

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 18, 2024 (April 16, 2024)

Mediaco Holding Inc.

(Exact name of registrant as specified in its charter)

Indiana	001-39029		84-2427771
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)

395 Hudson St, Floor 7	New York	New York	10014
(Address of principal executive offices)			(Zip code)

Registrant’s telephone number, including area code: 1 (212) 229-9797

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.01 per share		MDIA		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On April 17, 2024, MediaCo Holding Inc., an Indiana corporation (“MediaCo”), and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“Purchaser”), entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Estrella Broadcasting, Inc., a Delaware corporation (“Estrella”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Aggregator”) and affiliate of HPS Investment Partners, LLC (“HPS”), pursuant to which Purchaser purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “Assumed Liabilities”) of Estrella and its subsidiaries.

MediaCo provided the following consideration for the Purchased Assets:

A warrant (the “Warrant”) to purchase up to 28,206,152 shares of MediaCo’s Class A Common Stock, par value $0.01 per share (“Class A Common Stock”);

ii.

60,000 shares of a newly designated series of MediaCo’s preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”), the terms of which are described in Item 3.03 of this Current Report on Form 8-K;

iii.

A term loan in the principal amount of $30.0 million under the Second Lien Credit Agreement (as defined below) (the “Second Lien Term Loan”); and

iv.

An aggregate cash payment in the amount of approximately $30.0 million to be used, in part, for the repayment of certain indebtedness of Estrella and payment of certain Estrella transaction expenses.

The shares of Class A Common Stock issuable upon the exercise of the Warrant and the shares of Class A Common Stock issuable upon the exercise of the Option Agreement (as defined below) represent approximately 43% of the outstanding shares of Class A Common Stock on a fully diluted basis (assuming the full exercise of the Warrant and the Option Agreement).

The Warrant, the shares of Series B Preferred Stock and the Second Lien Term Loan will initially be held by an affiliate of HPS.

The Asset Purchase Agreement provides that MediaCo will file an amendment to this Current Report on Form 8-K for the purpose of disclosing certain financial statements and pro forma financial information (see Item 9.01 of this Current Report on Form 8-K) and that as promptly as practicable after filing such amendment, MediaCo shall prepare and file with the Securities and Exchange Commission (the “SEC”) a proxy statement to be sent to MediaCo stockholders relating to a special meeting of MediaCo stockholders (the “Stockholders Meeting”) to be held to consider approval of the issuance of shares of Class A Common Stock upon exercise of the Warrant and the issuance of shares of Class A Common Stock pursuant to the Option Agreement (the “Proposal”). The board of directors of MediaCo (the “Board”) has directed that the Proposal be submitted to a vote at the Stockholders Meeting and recommended that MediaCo’s stockholders vote in favor of approval of the Proposal.

The Asset Purchase Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature.

The foregoing description of the Asset Purchase Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, which is attached as Exhibit 2.1 to this report and incorporated by reference herein.

The Asset Purchase Agreement and the foregoing description of such agreement have been included to provide investors and stockholders with information regarding the terms of such agreement. The representations and warranties contained in the Asset Purchase Agreement are qualified by information in confidential disclosure schedules delivered by Estrella and MediaCo in connection with the signing of the Asset Purchase Agreement. Moreover, certain representations and warranties in the Asset Purchase Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Asset Purchase Agreement. Accordingly, the representations and warranties in the Asset Purchase Agreement should not be relied on by any persons as characterizations of the actual state of facts and circumstances of Estrella, MediaCo, Purchaser or the Purchased Assets or Assumed Liabilities, as applicable, at the time they were made and investors should consider the information in the Asset Purchase Agreement in conjunction with the entirety of the factual disclosure about MediaCo and/or Purchaser, as applicable, in MediaCo’s public reports filed with the SEC. Information concerning the subject matter of the representations and warranties may change after the date of the Asset Purchase Agreement, which subsequent information may or may not be fully reflected in MediaCo’s public disclosures.

Option Agreement

On April 17, 2024, in connection with the Transactions contemplated by the Asset Purchase Agreement (the “Transactions”), MediaCo and Purchaser entered into an Option Agreement (the “Option Agreement”) with Estrella and certain subsidiaries of Estrella pursuant to which (i) Purchaser was granted the option to purchase 100% of the equity interests of certain subsidiaries of Estrella holding the Estrella Broadcast Assets (the “Option Subsidiaries Equity”) in exchange for 7,051,538 shares of Class A Common Stock, and (ii) Estrella was granted the right to put the Option Subsidiaries Equity to Purchaser for the same consideration beginning six months after the date of the closing of the Transactions (the “Closing Date”).

Voting and Support Agreement

On April 17, 2024, in connection with the Transactions, SG Broadcasting LLC (“SG Broadcasting”), the holder of shares of Class A Common Stock and Class B Common Stock, par value $0.01 per share (“Class B Common Stock”) representing a majority of the voting power of the shares of MediaCo, entered into a Voting and Support Agreement with MediaCo and Estrella (the “Voting and Support Agreement”), pursuant to which SG Broadcasting agreed to, among other things, and subject to the terms and conditions set forth therein, at any meeting of MediaCo stockholders (including the Stockholders Meeting), or at any adjournment or postponement thereof, vote in favor of the Proposal and against any action or proposal that would reasonably be expected to prevent or materially delay consummation of the Proposal. The Voting Agreement also includes certain customary restrictions on SG Broadcasting’s ability to transfer its shares of MediaCo stock. The Voting Agreement will automatically terminate upon the date on which the Proposal is approved.

The foregoing description of the Voting and Support Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting and Support Agreement, which is attached as Exhibit 10.1 to this report and incorporated by reference herein.

Warrant

On April 17, 2024, in connection with the Transactions, MediaCo issued the Warrant, which provides for the purchase of up to 28,206,152 shares of Class A Common Stock (the “Warrant Shares”), subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001. Subject to certain limitations, the Warrant also provides that the Warrant holder has the right to participate in distributions on Class A Common Stock on an as-exercised basis. The Warrant further provides that in no event shall the aggregate number of Warrant Shares issuable to the Warrant holder upon exercise of the Warrant exceed 19.9% of the aggregate number of shares of common stock of MediaCo outstanding, or the voting power of such outstanding shares of common stock, on the business day immediately preceding the issue date for such Warrant Shares, calculated in accordance with the applicable rules of the Nasdaq Capital Market (“Nasdaq”), unless and until the Proposal has been approved.

The foregoing description of the Warrant is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant, which is attached as Exhibit 4.1 to this report and incorporated by reference herein.

First Lien Term Loan

In order to finance the Transactions, MediaCo and its direct and indirect subsidiaries entered into a maximum $45.0 million first lien term loan credit facility, dated April 17, 2024 (the “First Lien Credit Agreement”), with White Hawk Capital Partners, LP, as term agent thereunder, and the lenders party thereto. Under the terms of the First Lien Credit Agreement, MediaCo received an initial term loan of $35.0 million on April 17, 2024 (the “Initial Loan”) and was provided with a subsequent delayed draw facility of up to $10.0 million that may be provided for additional working capital purposes under certain conditions (the “Delayed Draw” and the loans thereunder, the “Delayed Draw Term Loans”). The Initial Loan and Delayed Draw Term Loans are collectively referred to as the “First Lien Term Loans.” The proceeds of the Initial Loan were used to finance the Transactions, pay off certain existing indebtedness in connection therewith and pay related fees and transaction costs. The Initial Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term Loan. First Lien Term Loans will be subject to monthly amortization payments equal to 0.8333% of the initial principal amount of the First Lien Term Loans, and monthly interest payments at a rate of SOFR + 6.00%. The First Lien Term Loans are subject to a borrowing base in accordance with the terms of the First Lien Credit Agreement.

The foregoing description of the First Lien Credit Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the First Lien Credit Agreement, which is attached as Exhibit 10.2 to this report and incorporated by reference herein.

Second Lien Term Loan

In addition, MediaCo and its direct and indirect subsidiaries entered into a $30.0 million second lien term loan credit facility, dated April 17, 2024 (the “Second Lien Credit Agreement”), with HPS as term agent, and the lenders party thereto. Under the terms of the Second Lien Credit Agreement, MediaCo was deemed to receive the Second Lien Term Loan of $30.0 million on April 17, 2024 in exchange for the Transactions. The Second Lien Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00%. The Second Lien Term Loans are subject to a borrowing base in accordance with the terms of the Second Lien Credit Agreement.

The foregoing description of the Second Lien Credit Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Lien Credit Agreement, which is attached as Exhibit 10.3 to this report and incorporated by reference herein.

Stockholders Agreement

On April 17, 2024, in connection with the Transactions, MediaCo entered into a stockholders’ agreement with SG Broadcasting and Aggregator (the “Stockholders Agreement”). The Stockholders’ Agreement provides Aggregator (i) the right to designate up to three individuals for election to the Board (each such designee, an “Investor Director Designee”), subject to reduction and termination based on certain MediaCo stock ownership requirements (including that such designation right falls away upon Aggregator ceasing to beneficially own at least ten percent (10%) of the fully diluted MediaCo common stock for ten consecutive days), and (ii) certain consent rights over material actions taken by MediaCo.

The foregoing description of the Stockholders Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Stockholders Agreement, which is attached as Exhibit 10.4 to this report and incorporated by reference herein.

Registration Rights Agreement

On April 17, 2024, in connection with the Transactions, MediaCo entered into a registration rights agreement with SG Broadcasting and Aggregator (the “Registration Rights Agreement”), pursuant to which MediaCo has granted each of SG Broadcasting and Aggregator customary underwritten shelf takedown and piggyback rights with respect to the registration of shares of Class A Common Stock with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). In addition, MediaCo has agreed to prepare and file within three months of the Closing Date a registration statement covering the sale or distribution of shares of Class A Common Stock held by SG Broadcasting and Aggregator.

The foregoing description of the Registration Rights Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 10.5 to this report and incorporated by reference herein.

Network Affiliation and Supply Agreements

On April 17, 2024, in connection with the Transactions, Purchaser entered into a Network Program Supply Agreement (the “Network Program Supply Agreement”) with certain subsidiaries of Estrella that operate radio broadcast stations (the “Radio Stations”). Pursuant to the Network Program Supply Agreement, Purchaser has agreed to license certain programs and other material to the Radio Stations for distribution on the Radio Stations’ broadcast channels.

On April 17, 2024, in connection with the Transactions, Purchaser entered into a Network Affiliation Agreement (the “Network Affiliation Agreement”) with certain subsidiaries of Estrella that operate television broadcast stations (the “TV Stations”). Pursuant to the Network Affiliation Agreement, Purchaser has agreed to license certain programs and other material to the TV Stations for distribution on the TV Stations’ broadcast channels.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth with respect to the Warrant, the First Lien Term Loan, and the Second Lien Term Loan in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

As previously disclosed, in December 2019, MediaCo issued shares of Series A Convertible Preferred Stock of MediaCo (the “Series A Preferred Stock”) to SG Broadcasting. Under the terms of the Series A Preferred Stock, SG Broadcasting has exercised its right to convert all 286,031 shares of Series A Preferred Stock that it owns into an aggregate of 20,733,869 shares of Class A Common Stock, which amount is equal to the Accrued Value of the shares being converted divided by the Conversion Price (both capitalized terms as defined in MediaCo’s Articles of Amendment to Amended & Restated Articles of Incorporation establishing the Series A Preferred Stock) as determined in accordance with the terms and conditions of the Series A Preferred Stock. The conversion was effective on April 16, 2024 and was effected in accordance with an exemption from registration under Section 3(a)(9) of the Securities Act.

The information set forth with respect to the Warrant, the Option Agreement and the Series B Preferred Stock in Items 1.01, 3.03 and 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

The issuance of the Warrant and the Series B Preferred Stock was effected in accordance with an exemption from registration under Section 4(a)(2) of the Securities Act. Initially, a maximum of 28,206,152 shares of Class A Common Stock may be issued upon exercise of the Warrant, which is subject to customary anti-dilution adjustment provisions, and a maximum of 7,051,538 shares of Class A Common Stock may be issued pursuant to the terms of the Option Agreement.

Item 3.03. Material Modification of Rights of Security Holders.

On April 17, 2024, as consideration under the Asset Purchase Agreement, MediaCo issued 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $60.0 million, which Series B Preferred Stock rank senior and in priority of payment to all other equity securities of MediaCo, including with respect to any repayment, redemption, distributions, bankruptcy, insolvency, liquidation, dissolution or winding-up. Pursuant to the Series B Articles of Amendment, as defined in Item 5.03 of this Current Report on Form 8-K, the ability of MediaCo to make distributions with respect to, or make a liquidation payment on, any other class of capital stock in the Company designated to be junior to, or on parity with, the Series B Preferred Stock, will be subject to certain restrictions. Issued and outstanding shares of Series B Preferred Stock will accrue dividends, payable in kind, at an annual rate equal to six percent (6.0%) of the liquidation value thereof, subject to increase upon the occurrence of certain trigger events set forth in the Series B Articles of Amendment.

The information provided in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Transactions, effective as of the Closing Date, Jacqueline Hernández, age 58, was appointed as MediaCo’s Interim Chief Executive Officer. Ms. Hernández is a media executive who most recently was Founder and CEO of New Majority Ready, a marketing strategy and content development firm. Prior to starting her own company, she was President of Combate Americas, a leading Hispanic sports franchise. Prior to Combate Americas, Ms. Hernández was Chief Marketing Officer of NBC Universal Hispanic Enterprises and Content and Chief Operation Officer of NBC Universal’s Telemundo Enterprises. Prior to joining NBC Universal, Ms. Hernández was Publisher of People en Español and TEEN People. Prior to joining People en Español, she was Vice President Turner International Advertising. Prior to Turner, Ms. Hernández was Director of Marketing of TIME International. Prior to TIME, Ms. Hernández was Director of Targeted Advertising Sales for the Village Voice. Ms. Hernández began her career in advertising at the Boston Globe. Ms. Hernández currently sits on the board of Victoria’s Secret & Co., and previously served on the board of Estrella Media, Inc. She holds a BA from Tufts University and an MBA from Baruch College.

In connection with Ms. Hernández’s appointment, MediaCo entered into offer letter with Ms. Hernández (the “Hernández Offer Letter”) setting forth the terms and conditions of her service as MediaCo’s Interim Chief Executive Officer. The Hernández Offer provides that Ms. Hernández will receive an annual base salary of $960,000, with the term of her employment commencing on the Closing Date and continuing for a period six months, which period may be extended for an additional three months if agreed by Ms. Hernández and MediaCo. Ms. Hernández will also be afforded the right to participate in all employee benefit plans of MediaCo for which she is eligible.

There are no family relationships between Ms. Hernández and any director or executive officer of MediaCo subject to disclosure under Item 401(d) of Regulation S-K, and she has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with the Transactions, effective as of the Closing Date, (i) Kudjo Sogadzi, MediaCo’s Interim President and Chief Operating Officer was appointed as MediaCo’s President and removed as MediaCo’s Chief Operating Officer, and (ii) Brian Kei, age 46, was appointed as MediaCo’s Chief Operating Officer. Mr. Kei was previously the Chief Operating Officer and Chief Financial Officer for Estrella Media, Inc. Prior to joining Estrella Media, Inc., he led finance and strategy as the Vice President of Finance for ABC Television, a division of the Walt Disney Company. Mr. Kei holds an AB in Economics from Princeton University.

There are no family relationships between Mr. Kei and any director or executive officer of MediaCo subject to disclosure under Item 401(d) of Regulation S-K, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with the Transactions, effective immediately following Closing, and in accordance with the Amended and Restated Articles of Incorporation and Amended and Restated Code of Bylaws (the “Bylaws”) of MediaCo and the Stockholders Agreement, the Board approved an increase in the number of members on the Board to eleven, resulting in three vacancies. Effective immediately following Closing, the Board appointed the following three individuals designated by Estrella to the Board to fill the vacancies: Brett Pertuz, age 50, Colbert Cannon, age 48, and Ms. Hernández. Mr. Pertuz was elected to serve as a Class II director (as defined in the Bylaws), for a term expiring at MediaCo’s 2024 annual meeting of stockholders. Mr. Cannon was elected to serve as a Class III director (as defined in the Bylaws), for a term expiring at MediaCo’s 2025 annual meeting of stockholders. Ms. Hernández was elected to serve as a Class I director (as defined in the Bylaws), for a term expiring at MediaCo’s 2026 annual meeting of stockholders. Each of Mr. Cannon, Mr. Pertuz, and Ms. Hernández is an Investor Director Designee pursuant to the Stockholders Agreement.

Mr. Cannon is a Managing Director at HPS. Prior to joining HPS in 2017, Mr. Cannon was a Partner and Director of Research at Wingspan Investment Management, a distressed credit investment firm launched in 2013. Prior to Wingspan, Mr. Cannon was a Managing Director at Glenview Capital, where he led the Credit Investment effort from 2009 to 2012. Prior to joining Glenview, Mr. Cannon was a Principal at Audax Group, a Boston-based Private Equity firm. Mr. Cannon began his career in Mergers and Acquisitions Investment Banking at Goldman Sachs. Mr. Cannon holds an AB in Social Studies from Harvard College.

Mr. Pertuz is a Managing Director at HPS. Prior to joining HPS in 2018, Mr. Pertuz worked in private equity as a Managing Director first with Bruckmann, Rosser, Sherrill & Co. and later with Altpoint Capital Partners. Mr. Pertuz began his career at Bain & Company in management consulting. Mr. Pertuz holds a BS from the University of Virginia and an MBA from Harvard Business School.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 17, 2024, MediaCo filed with the Secretary of State of the State of Indiana the Articles of Amendment (the “Series B Articles of Amendment”) to the Amended and Restated Articles of Incorporation of MediaCo (the “Articles of Incorporation”), to designate 60,000 shares of MediaCo’s preferred stock as “Series B Preferred Stock” and to establish the terms, rights and preferences of the Series B Preferred Stock under Article VIII of the Articles of Incorporation.

The Series B Articles of Amendment became effective upon filing with the Secretary of State of the State of Indiana, and the foregoing description is qualified in its entirety by the complete description of the Series B Preferred Stock in the Series B Articles of Amendment, which are filed as Exhibit 3.1 hereto and incorporated by reference herein.

Item 8.01. Other Events.

On April 18, 2024, MediaCo and Estrella Media, Inc., a wholly owned subsidiary of Estrella, issued a joint press release announcing the execution of the Asset Purchase Agreement, the consummation of the Transactions, and the appointment of Ms. Hernández as Interim Chief Executive Officer. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On April 17, 2024, MediaCo received a notification letter from the Listing Qualifications Department of the Nasdaq Stock Market LLC indicating that the Company has regained compliance with Nasdaq’s Minimum Bid Price Requirement and the matter is closed.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses or funds acquired.

MediaCo intends to file financial statements required by this Item 9.01(a) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed.

(b) Pro forma financial information.

MediaCo intends to file the pro forma financial information that is required by this Item 9.01(b) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed.

(d) Exhibits:

Exhibit No.	Description
2.1*	Asset Purchase Agreement by and among MediaCo Holding Inc., MediaCo Operations LLC, Estrella Broadcasting, Inc., and SLF LBI Aggregator, LLC, dated April 17, 2024.
3.1	Articles of Amendment to Amended & Restated Articles of Incorporation of MediaCo Holding Inc., dated April 17, 2014.
4.1	Class A Common Stock Purchase Warrant issued by MediaCo Holding Inc. to SLF LBI Aggregator, LLC, dated April 17, 2024.
10.1*	Voting and Support Agreement, by and among Estrella Broadcasting, Inc., MediaCo Holding, Inc., and SG Broadcasting LLC, dated April 17, 2024.
10.2*	Term Loan Agreement dated as of April 17, 2024, between MediaCo Holding Inc., as Borrower, the financial institutions party thereto as lenders and WhiteHawk Capital Partners LP as Term Agent.
10.3*	Second Lien Term Loan Agreement dated as of April 17, 2024, between MediaCo Holding Inc., as Borrower, the financial institutions party thereto as lenders and HPS Investment Partners, LLC as Term Agent.
10.4	Stockholders Agreement by and among MediaCo Holding Inc., SLF LBI Aggregator, LLC, and SG Broadcasting LLC, dated April 17, 2024.
10.5	Registration Rights Agreement by and among MediaCo Holding Inc., SG Broadcasting LLC, and SLF LBI Aggregator, LLC, dated April 17, 2024.
99.1	Joint Press Release of MediaCo Holding Inc. and Estrella Media, Inc., dated April 18, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment to the SEC upon request.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act, as amended, and it is intended that all forward-looking statements concerning MediaCo and Estrella, the transactions and other matters, will be subject to the safe harbor protections created thereby. All statements contained in this communication other than statements of historical facts, including without limitation statements concerning MediaCo’s future performance, business strategy, future operations, and plans and objectives of management and related matters, contained in this communication or any documents referred to herein are forward-looking statements. Words such as “believe,” “may,” “will,” “expect,” “should,” “could,” “would,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “project,” “target,” “is/are likely to,” “forecast,” “future,” “guidance,” “possible,” “predict,” “seek,” “see,” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following the potential impact of consummation of the transaction on relationships with third parties, including clients, employees and competitors; risks that the new businesses will not be integrated successfully or that the combined company will not realize estimated cost savings; risks associated with the exercise of the option to acquire the broadcast assets of Estrella at a future date, failure to realize anticipated benefits of the combined operations; unexpected costs, charges or expenses resulting from the transaction; and potential litigation relating to the transaction. These and other important factors discussed under the caption “Risk Factors” in MediaCo’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024, as may be updated from time to time in other filings MediaCo makes with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this communication.

These statements reflect management’s current expectations regarding future events and operating performance and speak only as of the date of this communication. You should not put undue reliance on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MEDIACO HOLDING INC.

April 18, 2024	By:	/s/ Ann C. Beemish
	Name:	Ann C. Beemish
	Title:	Chief Financial Officer

EX-2.1 2 ef20027147_ex2-1.htm EXHIBIT 2.1

Exhibit 2.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

DATED AS OF APRIL 17, 2024

BY AND AMONG

MEDIACO HOLDING INC.,

AS PARENT,

MEDIACO OPERATIONS LLC,

AS THE PURCHASER,

ESTRELLA BROADCASTING, INC.,

AS THE COMPANY,

AND

SOLELY FOR PURPOSES OF SECTIONS 3.3(c), 8.1, 8.2, 8.8 AND 8.14 HEREIN

SLF LBI AGGREGATOR, LLC THE COMPANY AGGREGATOR

TABLE OF CONTENTS

			Page

ARTICLE 1. DEFINITIONS			2

	1.1	Definitions	2
	1.2	Further Definitions	18
	1.3	Construction	20

ARTICLE 2. THE TRANSACTION			22

	2.1	Purchased Assets	22
	2.2	Excluded Assets	24
	2.3	Assumed Liabilities	24
	2.4	Excluded Liabilities	24
	2.5	Non-Assignable Assets	26
	2.6	Performance	27

ARTICLE 3. CONSIDERATION			27

	3.1	Issuance and Contribution	27
	3.2	Purchase Price	27
	3.3	Closing Schedules; Payoff Letters	27
	3.4	Allocation of Purchase Price	28
	3.5	Withholding	29

ARTICLE 4. CLOSING AND CLOSING DELIVERIES			29

	4.1	Closing; Time and Place	29
	4.2	Deliveries by the Company	29
	4.3	Deliveries by the Purchaser	29
	4.4	Delivery by the Purchaser and the Company	30
	4.5	Deferred Payment Amount	31

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY			32

	5.1	Organization and Qualification; Subsidiaries	32
	5.2	Organizational Documents	33
	5.3	Capitalization	33
	5.4	Authority Relative to this Agreement	34
	5.5	No Conflict; Required Filings and Consents	34
	5.6	Permits; Compliance	35
	5.7	Financial Statements	37
	5.8	Absence of Certain Changes or Events	37
	5.9	Absence of Litigation	40

	5.10	Employee Benefit Plans	40
	5.11	Labor and Employment Matters	43
	5.12	Real Property; Title to Assets	43
	5.13	Intellectual Property and Privacy	44
	5.14	Taxes	47
	5.15	Environmental Matters	48
	5.16	Material Contracts	49
	5.17	MVPD Matters	51
	5.18	Insurance	51
	5.19	Certain Business Practices	52
	5.20	Related Party Transactions	52
	5.21	Brokers	52
	5.22	Personal Property	53
	5.23	Exclusivity of Representations and Warranties	53

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF PARENT AND PURCHASER			53

	6.1	Organization and Qualification; Subsidiaries	53
	6.2	Organizational Documents	54
	6.3	Capitalization	54
	6.4	Authority Relative to This Agreement	55
	6.5	No Conflict; Required Filings and Consents	56
	6.6	Permits; Compliance	56
	6.7	SEC Filings: Financial Statements: Sarbanes-Oxley	57
	6.8	Absence of Certain Changes or Events	59
	6.9	Absence of Litigation	61
	6.10	Employee Benefit Plans	61
	6.11	Labor and Employment Matters	63
	6.12	Real Property; Title to Assets	64
	6.13	Intellectual Property; Data Privacy and Information Security	65
	6.14	Taxes	67
	6.15	Environmental Matters	69
	6.16	Material Contracts	69
	6.17	Insurance	71
	6.18	Board Approval; Vote Required	72
	6.19	Certain Business Practices	72
	6.20	Interested Party Transactions	73
	6.21	Brokers	73
	6.22	Personal Property	73
	6.23	Independent Investigation	73
	6.24	Conversion	74
	6.25	Exclusivity of Representations and Warranties	74

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AGGREGATOR			74

	7.1	Organization; Authority Relative to this Agreement	74
	7.2	No Conflict	75
	7.3	Brokers	75
	7.4	Exclusivity of Representations and Warranties	75

ARTICLE 8. ADDITIONAL AGREEMENTS			76

	8.1	Delivery of Financial Statements	76
	8.2	Proxy Statement	77
	8.3	Parent Stockholders’ Meeting	78
	8.4	Employee Matters.	79
	8.5	Taxes	81
	8.6	Insurance Matters	82
	8.7	Post-Closing Cooperation; Privilege	82
	8.8	Confidentiality; Public Announcements	84
	8.9	Restrictive Legends	84
	8.10	Retained Enforcement Rights	85
	8.11	Further Assurances	85
	8.12	Wrong Pockets; Mail	85
	8.13	Bulk Sales Laws	86
	8.14	Release	87
	8.15	Legal Entity Names	87
	8.16	Intellectual Property Chain of Title Clean-Up	87

ARTICLE 9. GENERAL PROVISIONS			88

	9.1	Survival	88
	9.2	Notices	88
	9.3	Severability	89
	9.4	Entire Agreement; Successors and Assigns	89
	9.5	No Third-Party Beneficiaries	90
	9.6	Disclosure Schedules	90
	9.7	Governing Law; Consent to Jurisdiction	91
	9.8	Waiver of Jury Trial	91
	9.9	Headings	92
	9.10	Counterparts; Effectiveness	92
	9.11	Fees and Expenses	92
	9.12	Specific Performance	92
	9.13	No Recourse	93

EXHIBITS AND SCHEDULES

Schedule 1 - Sellers

iii

Schedule 2.1 - Purchased Assets

Schedule 2.2 - Excluded Assets

Company Disclosure Schedule

Parent Disclosure Schedule

Exhibit A - Articles of Amendment

Exhibit B - Parent Voting Agreement

Exhibit C - Registration Rights Agreement

Exhibit D - Stockholders Agreement

Exhibit E - Second Lien Term Loan Agreement

Exhibit F - Warrant

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 17th day of April, 2024, by and among (a) MediaCo Holding Inc., an Indiana corporation (“Parent”), (b) MediaCo Operations LLC, a Delaware limited liability company (the “Purchaser”), (c) Estrella Broadcasting, Inc., a Delaware corporation (the “Company”), and (d) solely for purposes of Sections 3.3(c), 8.1, 8.2, 8.8, and 8.14 herein, SLF LBI Aggregator, LLC, a Delaware limited liability company (the “Company Aggregator”). Purchaser, Parent, the Company, and the Company Aggregator shall be referred to herein from time to time collectively as the “Parties”.

RECITALS

WHEREAS, the Purchaser is a direct, wholly-owned subsidiary of Parent formed solely to effect the Transactions;

WHEREAS, the Company directly or indirectly owns all of the outstanding Equity Interests of each of the Company Subsidiaries identified as a Seller on Schedule 1 attached hereto (the Company and each such Company Subsidiary being referred to herein as a “Seller” and, collectively, as the “Sellers”);

WHEREAS, as of the date hereof, the Company, through the Sellers and each of the other Company Subsidiaries, operates the Business;

WHEREAS, the Purchaser desires to purchase and assume from the Sellers, and the Company desires to, directly or indirectly through the other Sellers, sell and assign to the Purchaser the Purchased Assets and the Assumed Liabilities for the consideration set forth in Section 3.2, on the terms and conditions set forth herein;

WHEREAS, in accordance with the terms and conditions of this Agreement, the Company and the Sellers shall retain, and the Purchaser shall not purchase or assume, the Excluded Assets and the Excluded Liabilities;

WHEREAS, the board of directors of Parent (the “Parent Board”) has unanimously (i) determined that this Agreement and the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) has approved, among other things, the execution, delivery and performance of this Agreement and the other Transaction Documents and declared their advisability and approved the Transactions upon the terms and subject to the conditions set forth herein, (iii) resolved to recommend the approval of the issuance of the shares of Parent Class A Common Stock pursuant to the Warrant as contemplated by this Agreement and the issuance of the shares of Parent Class A Common Stock pursuant to the Option Agreement by the stockholders of Parent entitled to vote thereon and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders’ Meeting, (iv) approved Articles of Amendment to the Amended and Restated Articles of Incorporation of Parent, attached hereto as Exhibit A (the “Articles of Amendment”), which designates a portion of the Parent’s Preferred Stock as “Series B Preferred Stock” (the “Parent Series B Preferred Stock”), and (v) approved the entry by Parent and Purchaser into the Option Agreement and the transactions contemplated thereby;

WHEREAS, Parent has, prior to the execution of this Agreement, duly executed the Articles of Amendment and caused the Articles of Amendment to be filed with the Secretary of State of the State of Indiana, and the Articles of Amendment have become effective on the date and time at which the Articles Amendment of Amendment have been accepted for filing by the Secretary of State of the State of Indiana;

WHEREAS, concurrently with the execution and delivery of this Agreement, SG Broadcasting LLC, a Delaware limited liability company, in its capacity as stockholder of Parent (the “SG Stockholder”), is entering into the voting and support agreement, dated as of the date hereof, attached hereto as Exhibit B, pursuant to which the SG Stockholder is agreeing to vote in favor of the Parent Proposal and to take (and refrain from taking) certain other actions in connection with the Transactions, in each case, on the terms therein (the “Parent Voting Agreement”);

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, the SG Stockholder and the Company Aggregator are entering into (i) the registration rights agreement attached hereto as Exhibit C (the “Registration Rights Agreement”), and (ii) the stockholders agreement attached hereto as Exhibit D (the “Stockholders Agreement”);

WHEREAS, concurrently with the execution and delivery of this Agreement, Purchaser, the Company, and certain Company Subsidiaries are entering into TV and Radio Affiliation Agreements with respect to the Company Stations;

WHEREAS, each share of Series A Preferred Stock has been, prior to the Effective Time, converted into shares of Parent Class A Common Stock at the applicable conversion rate in accordance with the Amended and Restated Articles of Incorporation of Parent; and

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual representations, warranties, covenants and promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Parties agree as follows:

AGREEMENT

ARTICLE 1. DEFINITIONS

1.1 Definitions. As used herein, the terms below shall have the following respective meanings:

“Accounts Receivable” means all accounts receivable and similar rights to receive payments from third parties.

“Affiliate” of a specified person means a person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified person; provided, that, (a) except in the case of Section 5.23, Section 8.8 and Section 8.14(a), in no event shall the Company Aggregator, the Company or any Company Subsidiary be considered an Affiliate of any other portfolio company or investment fund affiliated with or managed by affiliates of HPS Investment Partners, LLC, nor shall any other portfolio company or investment fund affiliated with or managed by affiliates of HPS Investment Partners, LLC be considered to be an Affiliate of the Company Aggregator, the Company or any Company Subsidiary, and (b) except in the case of Section 6.22 and Section 8.8 and Section 8.14(b), in no event shall Parent or the Purchaser be considered an Affiliate of any other portfolio company or investment fund affiliated with or managed by Standard General L.P. or its affiliates, nor shall any other portfolio company or investment fund affiliated with or managed by Standard General L.P. or its affiliates be considered to be an Affiliate of Parent or the Purchaser.

“Aggregate Fully Diluted Parent Shares” means the total number of shares of Parent Class A Common Stock that are issued and outstanding immediately prior to the Effective Time on a fully diluted and as-converted, as-exchanged and as-exercised basis, including (without duplication): (a) the aggregate number of shares of Parent Common Stock that are issued and outstanding (including Parent Restricted Shares), (b) the aggregate number of shares of Parent Class A Common Stock that are issuable upon conversion of all issued and outstanding shares of Series A Preferred Stock, Parent Class B Common Stock and Parent Class C Common Stock, and (c) the aggregate number of shares of Parent Common Stock that are issuable upon conversion, exercise, exchange or other settlement of any then-outstanding Parent Awards (in each case, whether or not then vested or exercisable) or other Parent Convertible Securities, in each case, as of immediately prior to the Effective Time. Notwithstanding the foregoing, the number of shares of Parent Common Stock that may have been issued or may be issuable upon the exercise of the Emmis Note shall be excluded for purposes of calculating the Aggregate Fully Diluted Parent Shares.

“Anti-Corruption Laws” means (a) the U.S. Foreign Corrupt Practices Act of 1977, (b) the UK Bribery Act 2010, (c) Criminal Justice (Corruption Offences) Act 2018 of Ireland, (d) anti-bribery legislation promulgated by the European Union and implemented by its member states, (e) legislation adopted in furtherance of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and (f) other anti-corruption or anti-bribery Laws applicable to the Parties.

“Anti-Money Laundering Laws” means all laws, rules, regulations and guidance (having the force of law) of any jurisdiction applicable to the Parties concerning terrorist financing or money laundering, including, to the extent applicable, related provisions of the Money Laundering Control Act of 1986, the USA PATRIOT Act, the Bank Secrecy Act, and the European Union anti-money laundering regulation and directives, as implemented.

“Business” means all products, assets and services currently provided or offered for sale by the Company and the Company Subsidiaries or planned to be provided or offered for sale by the Company and the Company Subsidiaries, including the ownership and operation of programming networks, television stations, radio stations, and associated production facilities, and the provision of streaming programming.

“Business Day” means any day other than a Saturday, Sunday or a day on which banks are not required or authorized to close in New York, New York.

“Business IT Assets” means all IT Systems used or held for use by the Company or the Company Subsidiaries, including pursuant to outsourced or cloud computing arrangements.

“Cash Contribution Amount” means an aggregate amount of cash equal to the sum of (a) the Company Debt Payoff Amount, plus (b) the Company Transaction Bonus Amount, plus (c) the Company Transaction Expenses Amount.

“Code” means the Internal Revenue Code of 1986.

“Collective Bargaining Agreement” means a collective bargaining agreement, collective agreement or any other contract or agreement with a Union.

“Communications Act” means the Communications Act of 1934.

“Company A/R Facility” means the Loan and Security Agreement dated as of April 19, 2023 by and among Estrella Media, the other borrowers party thereto and North Mill Capital LLC as the lender (as amended and restated, modified or supplemented from time to time prior to the date hereof).

“Company Controlling Stockholder” means SLF LBI Aggregator, LLC, a Delaware limited liability company.

“Company Debt Payoff Amount” means the sum of (a) the aggregate amount owed to Non-HPS Lenders in connection with the termination of all commitments and obligations outstanding under the Company Term Loan Agreement at the Closing, as set forth on Schedule 1.1(a) of the Company Disclosure Schedule, plus (b) the aggregate amount owed to lenders in connection with the termination of all commitments and obligations outstanding under the Company A/R Facility at the Closing, as set forth on Section 1.1(a) of the Company Disclosure Schedule.

“Company Equity Incentive Plan” means the Company’s 2019 Management Incentive Plan, as such may have been amended, modified or supplemented from time to time.

“Company ERISA Affiliate” means, with respect to the Company, any entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(l) of ERISA that includes the Company, or that is a member of the same “controlled group” as the Company pursuant to Section 4001(a)(14) of ERISA.

“Company FCC License” means each permit, license, or other authorization issued by the FCC to the Company or any of the Company Subsidiaries.

“Company Holders” means the holders of the issued and outstanding shares of capital stock of the Company as of any applicable determination time.

“Company IP Agreements” means all Contracts to which the Company or a Company Subsidiary is a party relating to the license of Intellectual Property, other than a (a) Contract under which any Company Owned IP is licensed to a contractor or vendor of the Company or a Company Subsidiary for the benefit of the Company or a Company Subsidiary, (b) non-exclusive license granted by the Company or a Company Subsidiary in the ordinary course, (c) Contract containing a non-exclusive license that is merely incidental to the transaction contemplated in such Contract, the commercial purpose of which is primarily for something other than such license, such as (i) a sales, supply, manufacturing or marketing Contract that includes an incidental license to use the trademarks of either party thereto for the purposes of advertising or marketing, (ii) a Contract to purchase or lease equipment, such as a photocopier, computer, or mobile phone that also contains an Intellectual Property license or (iii) a nondisclosure Contract entered into in the ordinary course, or (d) non-exclusive licenses for commercially available off-the-shelf software licensed to the Company or a Company Subsidiary.

“Company Leased Real Property” means any and all of the real property leased, licensed, subleased or otherwise used or occupied by the Company or the Company Subsidiaries as tenant, together with, to the extent leased by the Company or the Company Subsidiaries, all buildings and other structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances of the Company or the Company Subsidiaries relating to the foregoing.

“Company Organizational Documents” means the certificate of incorporation and bylaws of the Company, as amended, modified or supplemented from time to time.

“Company Owned IP” means all Intellectual Property owned or purported to be owned by the Company or any of the Company Subsidiaries.

“Company Real Property” means, collectively, the Company Owned Real Property and the Company Leased Real Property.

“Company Station License” means, with respect to each Company Station, each main station license issued by the FCC with respect to such Company Station.

“Company Stations” means the TV Stations and Radio Stations owned by the Company or any of the Company Subsidiaries.

“Company Subsidiary” means each Subsidiary of the Company.

“Company Term Loan Agreement” means the Credit Agreement dated as of October 15, 2019, by and among Estrella Media as Borrower, the Guarantors Party, as defined thereto, the lenders party thereto and HPS Investment Partners, LLC as administrative agent (as amended and restated, modified or supplemented from time to time prior to the date hereof).

“Company Transaction Bonus Amount” means an aggregate amount equal to (i) $4,900,000.00 in respect of the sale, transaction, change of control, “stay around”, retention or similar bonuses or payments described on Section 1.1(b) of the Company Disclosure Schedule plus (ii) all applicable employer-side Taxes paid or payable in connection therewith.

“Company Transaction Expenses Amount” means the aggregate out-of-pocket fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable by the Company or any Company Subsidiary in connection with the negotiation, preparation or execution of this Agreement or the consummation of the Transactions as set forth on Section 1.1(c) of the Company Disclosure Schedule.

“Confidential Information” means any information, knowledge or data concerning the Businesses or affairs of (a) the Company, the Company Subsidiaries, Parent or the Parent Subsidiaries that is not already generally available to the public, and (b) any suppliers of the Company or any Company Subsidiary, Parent or any Parent Subsidiary or other Person and with respect to which Parent or any Parent Subsidiary and the Company or any Company Subsidiary bound by any confidentiality agreements or other confidentiality restriction or obligation thereto.

“Consent” means any approval, consent, ratification, permission, waiver or authorization.

“Content” means all documents, documentation, reports, articles, information, data, audio materials, video materials, other visual materials, marketing materials, promotional materials, and other content and textual and non-textual materials, whether in written, tangible, electronic or other form.

“Contract” means any contract, note, bond, mortgage, indenture, lease, license, commitment, undertaking or other agreement (written, oral or otherwise) that, in each case, is legally binding.

“Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Copyrights” means all copyrights, including in and to works of authorship and all other rights corresponding thereto throughout the world, whether published or unpublished, including rights to prepare, reproduce, perform, display and distribute copyrighted works and copies, compilations and derivative works thereof.

“Deferred Payment Amount” means the amount set forth on Section 1.1(d) of the Company Disclosure Schedule.

“Direction Letter” means that certain Direction Letter, dated the date hereof, by and among Parent, Purchaser, the Company, Company Aggregator and the other parties thereto.

“Effect” has the meaning set forth in the definition of “Material Adverse Effect”.

“Emmis Note” means the Unsecured Convertible Promissory Note, dated November 25, 2019 issued by Parent to the Emmis Communications Corporation.

“Employee Benefit Plan” means each (a) “employee benefit plan” as such term is defined in Section 3(3) of ERISA (whether or not subject to ERISA) and (b) other retirement, supplemental retirement, deferred compensation, bonus, commission, incentive compensation, profit-sharing, stock option, stock purchase, other equity or equity-based compensation, health and welfare benefit, retiree medical or life insurance, death or disability benefit, supplemental income, severance, redundancy, retention, change in control, transaction, employment, offer letter, independent contractor, consulting, fringe benefit, sick pay and vacation or other leave plan or arrangement or other employee benefit or compensation plan, program, practice, policy, agreement or arrangement, whether written or unwritten, in each case other than a Multiemployer Plan.

“Encumbrance” means any lien, pledge, hypothecation, charge, mortgage, security interest, easement, encroachment, right of way, transfer restriction, right of first refusal or other similar encumbrance.

“Environmental Claims” means any and all Proceedings by any Governmental Authority or other third party alleging (a) Liability with respect to the potential presence, manufacturing, generation, use, treatment, storage, transportation, handling, disposal or Release of, or exposure to, any Hazardous Materials at any location, (b) indemnification, cost recovery, compensation or injunctive relief resulting from the presence or Release of, or exposure to, any Hazardous Materials or (c) any noncompliance with, or other Liability arising under, Environmental Laws or any permits issued pursuant to any Environmental Laws.

“Environmental Laws” means any and all Laws which (a) regulate or relate to the protection or cleanup of the environment; the presence, manufacturing, generation, use, treatment, storage, transportation, handling, disposal or Release of, or exposure to, Hazardous Materials; the preservation or protection of waterways, groundwater, drinking water, air, wildlife, plants or other natural resources, or human health and safety, including protection of the health and safety of employees; or (b) impose Liability or responsibility with respect to any of the foregoing.

“Equity Interests” means (a) any partnership interests, (b) any membership or limited liability company interests or units, (c) any shares of capital stock, (d) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distribution of assets of, the issuing entity (including any stock appreciation, phantom stock, profit participation or similar rights), (e) any subscriptions, calls, warrants, options, restricted stock units or commitments of any kind or character relating to, or entitling any person or entity to purchase or otherwise acquire, membership or limited liability company interests or units, capital stock or any other equity securities, (f) any securities convertible into or exercisable or exchangeable for partnership interests, membership or limited liability company interests or units, capital stock or any other equity securities, or (g) any other interest classified as an equity security of a Person.

“ERISA” means the Employee Retirement Income Security Act of 1974 and rules and regulations promulgated thereunder.

“Estrella Media” means Estrella Media, Inc., a Delaware corporation and an indirect wholly-owned Subsidiary of the Company.

“Ex-Im Laws” means all applicable Laws relating to export, re-export, transfer and import controls, including the U.S. Export Administration Regulations, the customs and import Laws administered by U.S. Customs and Border Protection, and the EU Dual Use Regulation.

“FCC” means the U.S. Federal Communications Commission.

“FCC Rules” means the rules, regulations, orders and promulgated and published policy statements of the FCC.

“First Lien Term Loan Agreement” means that certain First Lien Term Loan Agreement, dated as of the date hereof, by and among MediaCo Holding Inc., as borrower, the other parties party thereto designated as borrowers, WhiteHawk Capital Partners LP, a Delaware limited partnership, as administrative agent and collateral agent, and the financial institutions party thereto from time to time, as lenders.

“First Lien Term Loan Consideration Proceeds” means $30,000,000.

“Fraud” means common law fraud with respect to, or otherwise relating to, the representations and warranties contained in this Agreement and the Transaction Documents.

“GAAP” means U.S. generally accepted accounting principles in effect on the date on which they are applied.

“Governmental Approval” means any permit, license, approval, consent, exemption, waiver, certification, registration, variance, qualification, accreditation or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law.

“Hazardous Material” means (a) any substance that is listed, classified or regulated under any Environmental Laws; (b) any petroleum product or by-product, asbestos-containing material, lead-containing paint or plumbing, polychlorinated biphenyls, per- and polyfluoroalkyl substances, radioactive material, toxic molds, or radon; or (c) any other substance that is the subject of regulatory action, or that could give rise to liability, under any Environmental Laws.

“HPS Lender” means any lender under the Company Term Loan Agreement or Company A/R Facility that is controlled or managed by HPS Investment Partners, LLC, or whose debt obligations are held under any account managed by HPS Investment Partners, LLC.

“Indebtedness” means, without duplication, as of any time of determination, all obligations of a Person to pay principal, interest, penalties, fees, guarantees, reimbursements, damages, termination fees, breakage costs, and other liabilities unpaid in respect of (a) indebtedness for borrowed money, whether secured or unsecured, (b) indebtedness evidenced by bonds, debentures, notes, mortgages or similar instruments or debt securities, (c) all capitalized lease obligations, (d) all obligations to pay the maximum amount of any deferred purchase price of property or services (other than current Liabilities for such property or services incurred in the ordinary course of business, but including earnouts or other forms of contingent payments due for the acquisition of capital stock or assets of another Person), (e) obligations under interest rate swap, hedging or similar agreements (in each case valued at their termination value), (f) letters of credit, banker’s acceptance or similar transactions issued for the account of the Company or any Company Subsidiary, in each case to the extent drawn and due to be reimbursed, and (g) guarantees of obligations or other forms of credit support.

“Independent Accounting Firm” means an independent accounting firm of nationally recognized standing reasonably satisfactory to the Purchaser and the Company (which shall not have any material relationship with the Purchaser, the Company or any of their respective Affiliates).

“Information Privacy and Security Laws” means all applicable Laws and Orders relating in any way to the privacy, security, collection, storage, use, disclosure, retention, transfer or processing of Personal Information, and all regulations promulgated thereunder, including, to the extent applicable, the Health Insurance Portability and Accountability Act of 1996, the Gramm-Leach-Bliley Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transaction Act, the Federal Trade Commission Act, the Privacy Act of 1974, the CAN-SPAM Act, the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Video Privacy Protection Act, the Computer Fraud and Abuse Act, the Electronic Communications Privacy Act, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, the Children’s Online Privacy Protection Act, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, the California Online Privacy Protection Act, the California Invasion of Privacy Act, the Colorado Privacy Act, the Connecticut Data Privacy Act, the Virginia Consumer Data Protection Act, the Utah Consumer Privacy Act, the EU Data Protection Directive (Directive 95/46/EC) and any successor or replacement directive thereof (including the General Data Protection Regulation), the UK General Data Protection Regulation and the Data Protection Act 2018, the Privacy and Electronic Communications Directive 2002/58/EC on Privacy and Electronic Communications as amended by Directive 2009/136/EC (and any member state laws and regulations implementing it), the Privacy and Electronic Communications Regulation, the Personal Information Protection and Electronic Documents Act, Canada’s Anti-Spam Legislation (SC 2010, c 23), state data security Laws, state health information Laws, state social security number protection Laws, state data breach notification Laws, state consumer protection Laws, and any applicable Laws concerning minimum security requirements or requirements for website and mobile application privacy policies and practices, call or electronic monitoring or recording or any outbound communications (including outbound calling and text messaging, telemarketing, and e-mail marketing).

“Intellectual Property” means all intellectual property rights or proprietary rights throughout the world, including (a) patents, patent applications, patent disclosures and industrial designs, together with all reissues, provisionals, continuations, continuations-in-part, divisionals, revisions, extensions or reexaminations thereof, (b) trademarks and service marks, trade dress, logos, trade names, corporate names, brands, slogans and other source identifiers, and all renewals, extensions, applications and registrations of any of the foregoing, together with all of the rights and goodwill associated with any of the foregoing (collectively, “Trademarks”), (c) copyrights, and other works of authorship (whether or not copyrightable), mask work rights, design rights, moral rights, whether or not registered or published, and all registrations and applications for registration, renewals and extensions thereof, (d) trade secrets, know-how (including ideas, formulas, source code, compositions, inventions (whether or not patentable or reduced to practice)), and confidential information (collectively, “Trade Secrets”), (e) database rights and rights in data, software and other technology, and (f) any and all similar or equivalent rights arising under applicable Law.

“IRS” means the Internal Revenue Service.

“IT Systems” means all software, systems, servers, websites, applications, interfaces, computers, devices, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches, telecommunications, and all other information technology equipment, and all associated documentation.

“Knowledge” or “to the knowledge” of a person means in the case of the Company, the actual knowledge after reasonable inquiry of the individuals identified on Section 1.1(e) of the Company Disclosure Schedule, and in the case of Parent, the actual knowledge after reasonable inquiry of the individuals identified on Section 1.1(e) of the Parent Disclosure Schedule.

“Law” means any federal, national, state, county, municipal, provincial, local, foreign or multinational statute, constitution, resolution, common law, ordinance, code, edict, decree, Order, judgment, rule, regulation, ruling, directive, regulatory guidance, agreement or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or with or under the authority of any Governmental Authority.

“Liability” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, known or unknown, matured or unmatured or determined or determinable, including those arising under any Law (including any Environmental Law), Governmental Approval, Proceeding or Contract and including any and all liabilities for Taxes.

“Lien” means any lien, security interest, mortgage, pledge, adverse claim, transfer restriction, right of first refusal, right of first offer, any restriction on the possession, exercise or any restriction attributable to ownership of any asset or other Encumbrance, restrictions or limitations of any kind whatsoever that secure the payment or performance of an obligation or other similar Encumbrance (other than those created under applicable securities Laws).

“Malicious Code” means (a) any virus, malware, ransomware, Trojan horse, worm, back door, time bomb, drop dead device, spyware, trackware, or adware, and (b) any similar program, routine, instruction, device, code, contaminant, logic or effect designed or intended to disable, disrupt, erase, harm, or otherwise impede the operation of, or enable any Person to access without authorization, or otherwise materially and adversely affect the functionality of, any IT System (or portion thereof).

“Material Adverse Effect” means, with respect to the Business or Parent, as applicable, any event, circumstance, condition, occurrence, development, change or effect (collectively, “Effect”) that, individually or in the aggregate, that (x) has had or would reasonably be expected to have a material adverse effect upon the businesses, financial condition or results of operations of the Business or Parent and its Subsidiaries, as applicable, taken as a whole, or (y) would reasonably be expected to prevent or materially impair or materially delay the ability of such Party to consummate the Transactions or otherwise perform any of its obligations under this Agreement; provided, however, that, solely in the case of clause (x), none of the following shall be deemed to constitute, alone or in combination, or be taken into account in the determination of whether, there has been or will be a Material Adverse Effect: (a) any changes in applicable Law or GAAP (after the date hereof); (b) any Effect generally affecting the industries or markets in which such Party and its Subsidiaries operate; (c) any downturn in general economic conditions, including changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, tariffs or trade wars, prices of any security or market index or commodity or any disruption of such markets) and stoppage or shutdown of any governmental activity or any defaults by the U.S. government or delays or failure to act by any Governmental Authority; (d) any geopolitical conditions, outbreak of hostilities, acts of war, sabotage, cyberterrorism, terrorism, military actions, acts of civil unrest, civil disobedience, protests, public demonstrations, insurrection, earthquakes, volcanic activity, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, manmade disasters, weather conditions, epidemics, pandemics (including the coronavirus (COVID-19) pandemic) and other force majeure events (including any escalation or general worsening thereof); (e) any actions taken or not taken by such Party or its Subsidiaries as expressly required by this Agreement or any Transaction Document or which the other Party has approved or consented to in writing; (f) any Effect attributable to the announcement or execution, pendency, negotiation or consummation of this Agreement or the Transactions, including the impact thereof on the relationships, contractual or otherwise, of such Party or its Subsidiaries with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees or other third parties related thereto; provided that this clause (f) shall not apply to any representations and warranties set forth in Section 5.5, Section 6.5 and Section 7.2, as applicable, related thereto; (g) any breach by Parent, the Purchaser, the Company or the Company Aggregator of this Agreement; and (h) any Effect relating to the trading, including price or volume, of such Party’s securities, or any failure by such Party or its Subsidiaries to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position for any period, or any changes in the credit rating of, or with respect to, such Party or its Subsidiaries, as applicable, or any of their indebtedness or securities (provided, however, that the underlying causes thereof, to the extent not otherwise excluded by this definition, may be taken into account in determining whether a Material Adverse Effect has occurred with respect to any Party); provided, however, that, in case of foregoing clauses (a) through (d), to the extent that the Business is, or Parent and its Subsidiaries, taken as a whole, are, disproportionately and adversely affected by such Effect as compared with other participants in the industries or markets in which the Business, or Parent and its Subsidiaries, operate, the extent (and only the extent) of such disproportionate and adverse Effect, relative to such other participants on the Business or the operations of Parent and its Subsidiaries, as applicable, taken as a whole, may be taken into account in determining whether there has been a Material Adverse Effect with respect to the Business or Parent (as applicable).

“Multiemployer Plan” has the meaning set forth in Section 3(37) of ERISA.

“MVPD” means any multi-channel video programming distributor, including cable systems, wireline telecommunications companies and direct broadcast satellite systems (in each case, solely to the extent that such system or company qualifies as a multi-channel video programming distributor, as such term is defined by the FCC).

“Nasdaq” means the Nasdaq Capital Market.

“Non-HPS Lender” means any lender under the Company Term Loan Agreement or Company A/R Facility that is not an HPS Lender.

“Option Agreement” means the Option Agreement, dated as of the date hereof, entered into by and among Purchaser, Parent, Company, Estrella Media, and the other parties thereto.

“Parent 401(k) Plan” means the MediaCo Holding Inc. 401(k) Plan or another defined contribution of Parent or its Subsidiaries.

“Parent Award” means a Parent Option, Parent Restricted Share or any other equity or equity-linked award of Parent granted under the Parent Equity Incentive Plans or otherwise.

“Parent Class A Common Stock” means Parent’s Class A Common Stock, par value $0.01 per share.

“Parent Class B Common Stock” means Parent’s Class B Common Stock, par value $0.01 per share.

“Parent Class C Common Stock” means Parent’s Class C Common Stock, par value $0.01 per share.

“Parent Common Stock” means Parent Class A Common Stock, Parent Class B Common Stock, and Parent Class C Common Stock.

“Parent Contributed Instruments” means (a) Parent Contributed Securities, plus (b) the rights and entitlements set forth in the Second Lien Term Loan Agreement.

“Parent Contributed Securities” means (a) the Warrant, plus (b) 60,000 shares of Parent Series B Preferred Stock.

“Parent Convertible Securities” means any Equity Interests of Parent convertible into or exchangeable or exercisable for Parent Common Stock.

“Parent Disclosure Schedule” means the disclosure schedule delivered by Parent in connection with this Agreement.

“Parent Equity Incentive Plans” means the 2020 Equity Compensation Plan and the 2021 Equity Compensation Plan of Parent, as each may have been amended, modified or supplemented from time to time.

“Parent ERISA Affiliate” means, with respect to Parent, any entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(l) of ERISA that includes Parent, or that is a member of the same “controlled group” as Parent pursuant to Section 4001(a)(14) of ERISA.

“Parent Holders” means the holders of shares of Parent Common Stock issued and outstanding as of any applicable determination time.

“Parent IP Agreements” means all Contracts to which Parent or a Parent Subsidiary is a party relating to the license of Intellectual Property, other than a (a) Contract under which any Parent Owned IP is licensed to a contractor or vendor of Parent or a Parent Subsidiary for the benefit of Parent or a Parent Subsidiary, (b) non-exclusive license granted by Parent or a Parent Subsidiary in the ordinary course, (c) Contract containing a non-exclusive license that is merely incidental to the transaction contemplated in such Contract, the commercial purpose of which is primarily for something other than such license, such as (i) a sales, supply, manufacturing or marketing Contract that includes an incidental license to use the trademarks of either party thereto for the purposes of advertising or marketing, (ii) a Contract to purchase or lease equipment, such as a photocopier, computer, or mobile phone that also contains an Intellectual Property license or (iii) a nondisclosure Contract entered into in the ordinary course, or (d) non-exclusive licenses for commercially available off-the-shelf software licensed to Parent or a Parent Subsidiary.

“Parent IT Systems” means all IT Systems used or held for use in the operation of the business of Parent and the Parent Subsidiaries, including pursuant to outsourced or cloud computing arrangements.

“Parent Leased Real Property” means any and all of the real property leased, licensed, subleased or otherwise used or occupied by Parent or the Parent Subsidiaries as tenant, together with, to the extent leased by Parent or the Parent Subsidiaries, all buildings and other structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances of Parent or the Parent Subsidiaries relating to the foregoing.

“Parent Options” means all outstanding options to purchase shares of Parent Class A Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Closing, issued under a Parent Equity Incentive Plan or otherwise.

“Parent Organizational Documents” means the certificate of incorporation and the bylaws of Parent, in each case, as amended, modified or supplemented from time to time.

“Parent Owned IP” means all Intellectual Property owned or purported to be owned by Parent or any of the Parent Subsidiaries.

“Parent Plan” means each Employee Benefit Plan that is maintained, contributed to, required to be contributed to or sponsored by Parent or any Parent Subsidiary for the benefit of any current or former employee, officer, director, consultant or other service provider, or under which Parent or any Parent Subsidiary has any Liability (contingent or otherwise), other than any Employee Benefit Plan maintained by a Governmental Authority to which Parent or any Parent Subsidiary is required to contribute to pursuant to applicable Law.

“Parent Real Property” means, collectively, the Parent Owned Real Property and the Parent Leased Real Property.

“Parent Restricted Share” means each share of Parent Class A Common Stock that is subject to vesting, forfeiture repurchase or other lapse restrictions, immediately prior to the Closing, issued under a Parent Equity Incentive Plan or otherwise.

“Parent Shares” means the outstanding shares of Parent Class A Common Stock and Parent Class B Common Stock.

“Parent Subsidiary” means each subsidiary of Parent.

“Patents” means all United States and foreign patents and utility models and applications therefor and all reissues, divisions, re-examinations, renewals, extensions, provisionals, continuations and continuations-in-part thereof, and equivalent or similar rights anywhere in the world in inventions and discoveries.

“Permitted Lien” means any Lien (a) for Taxes that are (i) not yet due and payable or (ii) being contested in good faith by appropriate proceedings and for which adequate accruals or reserves have been established in accordance with GAAP applied consistently throughout the relevant periods, (b) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business consistent with past practice, (c) in the case of Company Leased Real Property or Parent Leased Real Property, as applicable, to which the underlying fee or any other interest in the leased premises (or the land on which or the building in which the leased premises may be located) is subject, including rights of the landlord under such lease and all superior, underlying and ground leases and renewals, extensions, amendments or substitutions thereof, (d) in the case of Company Leased Real Property or Parent Leased Real Property, as applicable, in favor of landlords securing rental obligations under such leases, (e) arising from non-exclusive licenses of or other non-exclusive grants of rights to use Intellectual Property in the ordinary course of business consistent with past practice, (f) that is a zoning, entitlement or other land use regulation by any Governmental Authority that is not violated in any respect that is material to Parent or the Company, as applicable, by the current use or occupancy of the real property subject thereto, (g) with respect to any real property; any right reserved to any Governmental Authority to regulate the affected property (including restrictions stated in any permits), provided that none are currently violated and none grant to any Governmental Authority the right, whether or not then currently exercisable, to cause any forfeiture of all or any part of the real property subject thereto, (h) which does not and would not reasonably be expected to materially impair the continued use, operation or occupancy of the applicable owned real property or leased real property as currently used, operated or occupied, or (i) that will be released prior to or as of the Closing Date.

“Person” means any individual, entity or Governmental Authority.

“Personal Information” means (a) any information that, alone or in combination with other information can reasonably be used to identify an individual or household (e.g., name, address, telephone number, email address, payment card number, financial account number, government-issued identifier, online identifier, device identifier, IP address, browsing history, search history, or other website, application, online activity or usage data, location data, or any other information that is considered “personally identifiable information” or “nonpublic personal information”), and (b) any other information that constitutes “personal data,” “personally identifiable information,” “personal information” or similar term under any applicable Information Privacy and Security Laws.

“Plan” means each Employee Benefit Plan that is maintained, contributed to, required to be contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer, director, consultant or other service provider, or under which the Company or any Company Subsidiary has any Liability (contingent or otherwise), other than any Employee Benefit Plan maintained by a Governmental Authority to which the Company or any Company Subsidiary is required to contribute to pursuant to applicable Law.

“Post-Closing Company Transaction Expenses Amount” means the amount set forth on Section 1.1(h) of the Company Disclosure Schedule.

“Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), prosecution, contest, hearing, inquiry, audit, examination or investigation commenced, brought, conducted or heard at law or in equity or before any Governmental Authority or any arbitrator or arbitration panel.

“Process” or “Processing” means any operation or set of operations which is performed on data, including Personal Information or sets of Personal Information, whether or not by automated means, such as the receipt, access, acquisition, collection, recording, organization, compilation, structuring, storage, processing, adaptation or alteration, retrieval, consultation, use, disclosure by transfer, transmission, dissemination or otherwise making available, alignment or combination, restriction, safeguarding, security, disposal, erasure or destruction.

“Program Rights” means rights to broadcast or rebroadcast programs, feature films, shows or other broadcast programming, including for the avoidance of doubt, radio shows and programming.

“Radio Stations” means the radio stations owned and operated by the Company or any Company Subsidiary, all of which are listed on Section 1.1(f) of the Company Disclosure Schedule.

“RBC Engagement Letter” means that certain letter agreement (as may be amended or supplemented from time to time), dated as of March 8, 2023, by and among Estrella Media, Inc. and RBC Capital Markets, LLC.

“Related Party” means the Company Controlling Stockholder, the Company Aggregator, and any officer or director of the foregoing, the Company or any Company Subsidiary.

“Release” means any release, spill, emission, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposal, dumping, dispersing, leaching or migrating in, into, onto or through the indoor or outdoor environment.

“Remaining First Lien Term Loan Consideration Proceeds” means an aggregate amount equal to (a) the First Lien Term Loan Consideration Proceeds minus (b) the sum of (i) the Cash Contribution Amount, plus (ii) the Tax Payment Amount, plus (iii) the Post-Closing Company Transaction Expenses Amount.

“Representatives” means with respect to any person, such person’s Affiliates and its and such Affiliates’ respective directors, managers, officers, employees, accountants, consultants, advisors, attorneys, agents and other representatives.

“Required Parent Stockholder Approval” means the approval of the Parent Proposal by the affirmative vote of holders of a majority in voting power of the outstanding shares of Parent entitled to vote thereon, voting together as a single class, present in person or by proxy, at a duly convened meeting of Parent stockholders.

“Sanctioned Person” means at any time any person (a) listed on any Sanctions-related list of designated or blocked persons, (b) the government of, located or ordinarily resident in, or organized under the laws of a country or territory that is the subject of comprehensive restrictive Sanctions from time to time (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, and the Crimea region of Ukraine) or (c) owned fifty (50) percent or more or controlled by any of the foregoing.

“Sanctions” means those trade, economic and financial sanctions Laws, regulations, embargoes and restrictive measures administered or enforced by (a) the United States by the U.S. Department of the Treasury’s Office of Foreign Assets Control or the U.S. Department of State, (b) the European Union and enforced by its member states, (c) the United Nations or (d) His Majesty’s Treasury.

“SEC” means the United States Securities and Exchange Commission.

“Second Lien Term Loan Agreement” means that certain Second Lien Term Loan Agreement, dated as of the date hereof, by and among MediaCo Holding Inc., as borrower, the other parties party thereto designated as borrowers, HPS Investment Partners, LLC, as administrative agent and collateral agent, and the financial institutions party thereto from time to time, as lenders, in the principal amount of $30,000,000, attached hereto as Exhibit E.

“Seller Taxes” means income Taxes imposed on any Seller (i) as a result of the transfer of the Purchased Assets to (and the assumption of the Assumed Liabilities by) the Purchaser pursuant to Section 2.1 and Section 2.3 of this Agreement, (ii) in respect of the deemed transfer of the Non-Assignable Assets to the Purchaser for income tax purposes pursuant to this Agreement, (iii) in connection with the termination of all commitments and obligations outstanding under, the repayment in full of all obligations under, the release of all Liens securing all obligations under, and the release of any guarantees in connection with, the Company Term Loan Agreement and the Company A/R Facility, (iv) in connection with delivery of the Parent Contributed Instruments, the Company Debt Payoff Amount, the Tax Payment Amount, the Remaining First Lien Term Loan Consideration Proceeds, and the Deferred Payment Amount, and (v) arising from the deemed transactions contemplated by the “Intended Tax Treatment” (as defined in Section 32 of, and as set forth in, the Option Agreement).

“Software” means any and all computer software programs, software systems and code, including assemblers, applets, compilers, Source Code, object code, firmware, data (including image and sound data), operating systems and specifications, design tools and user interfaces, in any form or format, however fixed, all software programs and software systems that are work-in-progress as of the Closing Date, and all Content relating to the foregoing, including Source Code listings and technical documentation.

“Source Code” (whether or not capitalized) means Software written in computer programming languages, including all comments and procedural code such as job control language (JCL) statements, in a form intelligible to trained programmers and capable of being translated into object code for operation on computer devices through assembly or compiling, and accompanied by documentation relating to the acquisition, design, development, use or maintenance of the Software, including flow charts, schematics, statements of principles of operations, and architecture standards, describing the data flows, data structures, and control logic of the Software in sufficient detail to enable a trained programmer through study of such documentation to maintain and/or modify the Software without undue experimentation.

“Straddle Period” means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

“Subsidiary” means, with respect to any Person, any corporation, partnership, association, trust or other form of legal entity of which (a) such first Person directly or indirectly owns or controls a majority of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions or (b) of which such first Person is a general partner or managing member.

“Tax” means any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, gains, transfer, license, withholding, payroll, employment, unemployment, disability, excise, capital stock, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other assessment or charge of any kind whatsoever, together with any interest or any fine or any penalty, addition to tax or additional amount and any interest on such penalty, addition to tax or additional amount, imposed by any Tax Authority.

“Tax Authority” means any Governmental Authority responsible for the imposition, assessment or collection of any Tax.

“Tax Payment Amount” means $2,000,000.

“Tax Return” means any return, statement, declaration, notice, certificate or other document that is or has been filed with or submitted to, or required to be filed with or submitted to, any Governmental Authority in connection with the determination, assessment, collection or payment of any Tax, including any amendment thereof and any attachment thereto.

“Trade Secrets” means all trade secrets under applicable law and other rights in know-how and confidential or proprietary information, including new developments, inventions, processes, protocols, methods, ideas or other proprietary information that provide the Sellers with advantages over competitors who do not know or use it and documentation thereof and all claims and rights related thereto.

“Trademarks” means any and all trademarks, service marks, logos, trade names, corporate names, Internet domain names and addresses and general-use e-mail addresses, and all goodwill associated therewith throughout the world.

“Transaction Documents” means the Registration Rights Agreement, the Stockholders Agreement, the Parent Voting Agreement, the Articles of Amendment, the Second Lien Term Loan Agreement, the TV and Radio Affiliation Agreements, the Employee Leasing Agreement and all other agreements, certificates and instruments executed and delivered by Parent, Purchaser, the Company Aggregator, the Company or a Company Subsidiary in connection with the Transactions and specifically contemplated by this Agreement.

“Transactions” means, collectively, the transactions contemplated by this Agreement and the other Transaction Documents.

“Transfer Taxes” means all sales, use, transfer, real property transfer, stamp duty, value-added or similar Taxes that may be imposed in connection with the transfer of Purchased Assets or assumption of Assumed Liabilities, together with any interest, additions to Tax or penalties with respect thereto and any interest in respect of such additions to Tax or penalties.

“TV and Radio Affiliation Agreements” means, together, (i) that certain Network Affiliation Program Agreement, dated the date hereof, by and among Purchaser, Estrella Media, and the other parties thereto, (ii) that certain Network Program Supply Agreement, dated the date hereof, by and among Purchaser, Estrella Media, and the other parties thereto, and (iii) that certain Facilities Services Agreement, dated the date hereof, by and among Purchaser, the Company, Estrella Media, and the other parties thereto.

“TV Stations” means all television broadcast stations (including stations operated as “satellites” pursuant to Section 73.3555, Note 5, of the FCC Rules), low power television stations (including Class A television stations) and TV translator stations owned and operated by the Company or any Company Subsidiary, all of which are listed on Section 1.1(g) of the Company Disclosure Schedule.

“Union” means any labor union, works council or other employee representative body.

“Virtual Data Room” means the virtual data room established by the Company, access to which was given to Parent and the Company in connection with each of the Parent’s and the Company’s due diligence investigation of the Company and Parent, as applicable, relating to the Transactions.

“Warrant” means the warrant to purchase 28,206,152 shares of Parent Class A Common Stock, exercisable at an exercise price of $0.00001 per share, attached as Exhibit F hereto.

1.2 Further Definitions. The following terms have the meaning set forth in the Sections set forth below:

Action	Section 5.9
Additional Parent SEC Reports	Section 6.7(a)
Agreement	Preamble
Approved Entity Names	Section 8.15
Articles of Amendment	Recitals
Assignment Consent	Section 2.5(a)
Assumed Liabilities	Section 2.3
Blue Sky Laws	Section 5.5(b)
Books and Records	Section 2.1(l)
Business Audited Financial Statements	Section 8.1(a)
Business Confidential Information	Section 8.8(a)
Chosen Court	Section 9.7(b)
Closing	Section 4.1
Closing Date	Section 4.1
Closing Form 8-K	Section 8.8(b)
Closing Form 8-K/A	Section 8.1(a)
Closing Press Release	Section 8.8(b)
Company	Preamble
Company Audited Financial Statements	Section 5.7(a)
Company Closing Schedules	Section 3.3(a)
Company Data Privacy/Security Requirements	Section 5.13(i)

Company Financials	Section 5.7(a)
Company Insurance Policies	Section 5.18(a)
Company Lease Documents	Section 5.12(c)
Company Leases	Section 2.1(e)
Company Operational Employee	Section 8.4(a)
Company Owned Real Property	Section 2.1(d)
Company Permits	Section 5.6(a)
Company Reference Balance Sheet	Section 5.7(a)
Company Registered IP	Section 5.13(a)
Company Security Plan	Section 5.13(j)
Continuing Employee	Section 8.4(a)
Contracting Parties	Section 9.13
Deferred Payment Statement	Section 3.4(a)
Disclosure Schedules	Section 9.6
Effective Time	Section 4.1
Employee Leasing Agreement	Section 8.4(a)
Exchange Act	Section 5.5(b)
Excluded Assets	Section 2.2
Excluded Contracts	Section 2.2(b)
Excluded Liabilities	Section 2.4
Excluded Station Equipment	Section 2.2(f)
Governmental Authority	Section 5.5(b)
Legal Process	Section 8.8(a)
Mailing Date	Section 8.3(a)
Material Contracts	Section 5.16(a)
Non-Assignable Asset	Section 2.5(a)
Nonparty Affiliates	Section 9.13
Non-U.S. Parent Plan	Section 6.10(m)
Non-U.S. Plan	Section 5.10(n)
Order	Section 5.9
Parent	Preamble
Parent Board	Recitals
Parent Data Privacy/Security Requirements	Section 6.13(i)
Parent Insurance Policies	Section 6.17(a)
Parent Lease	Section 6.12(b)
Parent Lease Documents	Section 6.12(c)
Parent Material Contracts	Section 6.16(a)
Parent Owned Real Property	Section 6.12(a)
Parent Permits	Section 6.6
Parent Preferred Stock	Section 6.3(a)
Parent Proposal	Section 8.2(a)
Parent Registered IP	Section 6.13(a)
Parent SEC Reports	Section 6.7(a)
Parent Security Plan	Section 6.13(j)
Parent Series B Preferred Stock	Recitals
Parent Stockholders’ Meeting	Section 8.2(a)

Parent Voting Agreement	Recitals
Parties	Preamble
Payoff Letters	Section 3.3(c)
Personal Property	Section 2.1(c)
Personal Property Leases	Section 2.1(f)
Pre-Closing Insurance Matter	Section 8.6(b)
Privileged Information	Section 8.7(b)
Privileges	Section 8.7(b)
Proxy Statement	Section 8.2(a)
Purchase Price	Section 3.2
Purchase Price Allocation	Section 3.4
Purchased Assets	Section 2.1
Purchased Contracts	Section 2.1(g)
Purchaser	Preamble
Purchaser Releasing Parties	Section 8.14(b)
Purchaser Reviewed Return	Section 8.5(b)
Registration Rights Agreement	Recitals
Remedies Exceptions	Section 5.4
Retained Enforcement Rights	Section 2.2(g)
SEC Clearance Date	Section 8.3(a)
SEC Guidance	Section 6.7(i)
Securities Act	Section 5.5(b)
Seller	Recitals
Seller Releasing Parties	Section 8.14(a)
Sellers	Recitals
Series A Preferred Stock	Section 6.3(a)
SG Stockholder	Recitals
Specified Matters and Information	Section 8.7(b)
Stockholders Agreement	Recitals
Transferred Accounts	Section 2.1(b)
Transferred Employee	Section 8.4(a)
Transition End Date	Section 8.4(a)
Unaudited Financial Statements	Section 5.7(a)

1.3 Construction.

(a) Unless the context of this Agreement otherwise requires, (i) words importing any gender shall include all genders, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the definitions contained in this agreement are applicable to the other grammatical forms of such terms, (iv) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits, and not to any particular section, subsection, paragraph, subparagraph or clause set forth in this Agreement, (v) the terms “Article,” “Section,” “this Agreement,” “Schedule” and “Exhibit” and similar expressions refer to the specified Article, Section, Schedule or Exhibit of or to this Agreement, (vi) the words “include,” “includes,” or “including” shall be deemed to be followed by the words “including, without limitation,” unless otherwise specified, (vii) the word “or” shall be disjunctive but not necessarily exclusive, (viii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto, (ix) references to any Law shall include all rules and regulations promulgated thereunder and references to any Law shall be construed as including all statutory, legal and regulatory provisions consolidating, amending or replacing such Law, (x) references to “applicable” Law or Laws with respect to a particular Person, thing or matter means only such Law or Laws as to which the Governmental Authority that enacted or promulgated such Law or Laws has jurisdiction over such Person, thing or matter, (xi) words importing the singular shall also include the plural, and vice versa, (xii) all references to “$” or “dollar” shall be references to United States dollars, (xiii) the words “writing,” “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form, (xiv) all references to any Law will be to such Law as amended, supplemented or otherwise modified or re-enacted from time to time and (xv) all references to any contract are to that contract as amended or modified from time to time in accordance with the terms thereof (subject to any restrictions on amendments or modifications set forth in this Agreement).

(b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any party. In the event an ambiguity or question of intent or interpretation arises, it is the intention of the Parties that this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Person by virtue of the authorship or any of the provisions of this Agreement. Further, prior drafts of this Agreement or the fact that any clauses have been added, deleted or otherwise modified from any prior drafts of this Agreement shall not be used as an aid of construction or otherwise constitute evidence of the intent of the Parties; and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of such prior drafts.

(c) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified, and when counting days, the date of commencement will not be included as a full day for purposes of computing any applicable time periods (except as otherwise may be required under any applicable Law). If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

(d) The measure of a period of one (1) month or year for the purposes of this Agreement shall be the date of the following month or year corresponding to the starting date; provided, however, that, if no corresponding date exists, then the end date of such period being measured shall be the next actual date of the following month or year (for example, one (1) month following February 18 is March 18 and one (1) month following March 31 is May 1); provided, further, that, if the last calendar day of such period is a non-Business Day, then the period in question shall end on the next succeeding Business Day.

(e) References to the “ordinary course of business” or words of similar import shall, in each case, be deemed to mean the ordinary course of business consistent with past practice.

(f) For the purposes of this Agreement, references to the term “delivered by the Company,” “delivered to Parent,” “furnished to Parent,” “made available to Parent” or similar expressions mean that the Company has (or has caused to be): (i) set forth a copy of such materials in or appended to the Company Disclosure Schedule or (ii) posted such materials to the Virtual Data Room, in a manner that enables viewing of such materials by Parent and its Representatives no later than 9:00 a.m. Eastern time on the date that is two (2) full Business Days prior to the date of this Agreement which the Company has not removed (or caused to be removed) prior to the date hereof.

(g) For the purposes of this Agreement, references to the term “delivered by Parent,” “delivered to the Company,” “furnished to the Company,” “made available to the Company” or similar expressions mean (i) that Parent has (or has caused to be) set forth a copy of such materials in the Parent Disclosure Schedule, (ii) such information or document is publicly available prior to 9:00 a.m. Eastern time on the date that is two (2) full Business Days prior to the date of this Agreement in the Electronic Data Gathering, Analysis and Retrieval (EDGAR) database of the SEC, or (iii) that Parent has (or has caused to be) posted such materials to the Virtual Data Room, in a manner that enables viewing of such materials by the Company and its Representatives no later than 9:00 a.m. Eastern time on the date that is two (2) full Business Days prior to the date of this Agreement which Parent has not removed (or caused to be removed) prior to the date hereof.

(h) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP on a consistent basis during the periods involved.

ARTICLE 2. THE TRANSACTION

2.1 Purchased Assets. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall, and shall cause the other Sellers to, sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase and acquire from each Seller, all of such Seller’s right, title and interest in, to and under all of the assets, properties, goodwill and rights of such Seller, which assets, properties, goodwill and rights include the following items, other than the Excluded Assets (collectively, the “Purchased Assets”), in each case free and clear of all Liens other than Permitted Liens:

(a) all current customer accounts and contact information for prospective customers that have been contacted (collectively, the “Transferred Accounts”);

(b) other than the Excluded Station Equipment, all rights in and to personal property, including office furnishings, computer equipment and furniture, and other tangible personal property, owned or leased by any Seller (the “Personal Property”);

(c) all owned real property of any Seller (the “Company Owned Real Property”) as set forth by owner entity and street address on Schedule 2.1(d);

(d) all rights in, to and under each real property lease, sublease, license or other agreement providing for the lease, sublease, license of or other use or occupancy of the Company Leased Real Property (the “Company Leases”) as listed on Schedule 2.1(e), together with all right, title and interest in and to all Company Leased Real Property;

(e) all rights in, to and under any personal property leases and all amendments thereto of any Seller (the “Personal Property Leases”);

(f) other than the Excluded Contracts, all rights in, to and under all Contracts to which any Seller is bound (the “Purchased Contracts”);

(g) all supplies and similar inventories, including all such items in transit from suppliers of any Seller, held for delivery by suppliers of any Seller or held on consignment by third parties on behalf of any Seller;

(h) all Company Owned IP, including all rights of the Seller to sue and recover damages for past, present and future infringement, dilution, misappropriation or other violation of such Company Owned IP;

(i) all lists and databases (in any and all forms and media) of past, current and prospective (i) speakers, performers, presenters or participants at any event sponsored by any Seller, (ii) content providers or contributors for the Business, (iii) subscribers to any Seller’s content products and services; and (iv) customers of any event sponsored by any Seller or other customers of the Business, all records and correspondence related to any of the foregoing, and all rights to manage, use and rent the names and addresses contained on such lists;

(j) all Confidential Information of any Seller;

(k) originals or copies of all books, files, papers, agreements, correspondence, databases, documents, records, lists and other information (whether in hard copy or computer or other electronic format) of any Seller (including with respect to the Transferred Accounts) and (to the extent permissible under Laws) the personnel and employment records for the Transferred Employees (collectively, “Books and Records”);

(l) all creative, promotional, marketing or advertising materials (whether in hard copy or computer or other electronic format) of any Seller;

(m) all contractual or other rights to enforce any confidentiality, non-disclosure, non-competition, non-solicitation and other similar obligations owed to any Seller;

(n) all rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties to the extent arising out of or relating to the Purchased Assets or the Assumed Liabilities;

(o) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees of any Seller;

(p) all rights of any Seller under warranties, indemnities and all similar rights against third parties;

(q) all insurance proceeds received or receivable in respect of the Company Insurance Policies, including with respect to any claims made, or incidents occurring, prior to the date hereof;

(r) all Accounts Receivable of any Seller;

(s) all Business IT Assets; and

(t) the goodwill of the Business.

2.2 Excluded Assets. Notwithstanding anything in this Agreement to the contrary, the Sellers shall retain, and the Purchaser shall not purchase, any of the following assets of the Sellers (collectively, the “Excluded Assets”):

(a) all cash or cash equivalents (including any marketable securities or certificates of deposit) of any Seller;

(b) all rights and benefits of the Sellers under the Contracts listed on Schedule 2.2(b) (the “Excluded Contracts”);

(d) the corporate names, corporate seals, organizational documents, minute books, stock books, corporate records and Tax Returns of the Sellers;

(e) all Company FCC Licenses;

(f) with respect to each Company Station, the transmitter, broadcast equipment, and antennae described on Schedule 2.2(f) (collectively, the “Excluded Station Equipment”);

(g) all rights and benefits of the Sellers under Contracts with, or any right to enforce any confidentiality, non-disclosure, non-competition, non-solicitation and other similar obligation owed to any Seller by, any of the employees of the Company or any Company Subsidiary who are not Transferred Employees (the foregoing, collectively, the “Retained Enforcement Rights”);

(h) all shares of capital stock or any other Equity Interests held by the Sellers;

(i) all rights of the Sellers in connection with, and all assets of, the Plans that do not relate to any Transferred Employee;

(j) all Company Insurance Policies; and

(k) all consideration or other amounts received by, and all rights of the Sellers under this Agreement or any other Transaction Document.

2.3 Assumed Liabilities. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers shall assign, and the Purchaser shall assume, the Assumed Liabilities. For the purposes of this Agreement, the “Assumed Liabilities” mean all Liabilities of any Seller other than the Excluded Liabilities.

2.4 Excluded Liabilities. Notwithstanding Section 2.3, neither Parent, the Purchaser nor any of their respective Affiliates shall assume or be liable or responsible for any of the following Liabilities of the Sellers (collectively, the “Excluded Liabilities”):

(a) any Liability (including in respect of Taxes) of the Company or any Company Subsidiary relating to the Company Operational Employees, unless and until such Company Operational Employees become employees of Parent or one of its Subsidiaries in accordance with Section 8.4;

(b) any Liability of the Company or any other Seller to any current or former employee, officer, director, contractor, agent or service provider in respect of any sale, transaction, change of control, “stay around”, retention or similar bonuses or payments payable in connection with the Transactions following payment of the Company Transaction Bonus Amount by Purchaser on behalf of the Company in accordance with Section 4.3(c) of this Agreement; provided, that in no event shall the foregoing include any Liabilities with respect to any such entitlements put in place by Purchaser or any of its Affiliates;

(c) any indebtedness for borrowed money outstanding, including any Liabilities under the Company AR Facility or Company Term Loan Agreement;

(d) any Liability under the Company Equity Incentive Plan (and any award granted thereunder) or any other Plan (including any provision in any other Plan) that provides for the grant of Equity Interests in the Company Aggregator, the Company or any Company Subsidiary;

(e) any Seller Taxes;

(f) any Liability to the extent arising out of the ownership of any Excluded Asset (provided, that this Section 2.4(f) will not be deemed to exclude the assumption by Purchaser of Liabilities (subject to the applicable limitations under the Employee Leasing Agreement) arising under any Plan solely with respect to any Transferred Employee’s participation in and entitlement to benefits under any Plan through and until the Transition End Date, notwithstanding that each Plan constitutes an Excluded Contract hereunder that is not being assigned to, and assumed by, Purchaser hereunder);

(g) any Liability (A) to the Company Controlling Stockholder, the Company Aggregator or any of their respective Affiliates, or (B) constituting an intercompany Liability owed from one Seller to another Seller;

(h) any Liability in respect of fees, expenses, commissions or other amounts incurred by or on behalf of, or otherwise payable by the Company or any Company Subsidiary in connection with the negotiation, preparation or execution of this Agreement or the consummation of the Transactions contemplated hereby; or

(i) Liability arising under the RBC Engagement Letter.

2.5 Non-Assignable Assets.

(a) If any of the Purchased Contracts or other Purchased Assets are not assignable or transferable in connection with the Transactions (each, a “Non-Assignable Asset”) without the Consent of, or waiver by, a third party, (each, an “Assignment Consent”), either as a result of the provisions thereof or applicable Laws, and any of such Assignment Consents are not obtained by the Sellers on or prior to the Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Assignable Assets, and the Purchaser shall not assume the Sellers’ rights or obligations under such Non-Assignable Asset (and such Non-Assignable Asset shall not be included in the Purchased Assets until such Assignment Consent is obtained) until such time as the applicable Assignment Consent of, or waiver by, the applicable third party is obtained; provided, however, that the foregoing shall not limit or affect any of the representations and warranties of the Company contained in Article 5 of the other covenants and agreements of the Sellers hereunder.

(b) In any such case, without limiting Section 8.13, each of the Company and the Purchaser shall, and the Company shall cause the other Sellers to, use reasonable best efforts to obtain, as soon as practicable, such Assignment Consent. Each of the Company and the Purchaser acknowledges and agrees that, prior to any Seller or Purchaser seeking any such Assignment Consent, the Company shall consult with the Purchaser or Purchaser shall consult with the Company, as applicable, with respect to any proposed written notice and/or consent request and generally develop with each other a mutually agreeable communications plan regarding the procurement of such Assignment Consents and that all communications (written or oral) with third parties in connection with the procurement of such Assignment Consents shall be consistent with the foregoing. Upon receipt of any such Assignment Consent, the applicable Sellers shall promptly sell, assign, transfer, convey and deliver such Purchased Asset to the Purchaser for no additional consideration.

(c) Until such Assignment Consents shall have been obtained, each of the Company and Purchaser shall, and the Company shall cause the other Sellers to, use reasonable best efforts to effect a mutually-agreeable alternate arrangement, in the form of a subcontract, sublease, or other arrangement, which results in the Purchaser receiving the benefits of, performing the obligations under, and bearing the costs, Liabilities and other obligations with respect to, each Non-Assignable Asset to the extent permitted by applicable Law. In connection therewith, (i) the Company shall, and shall cause the other Sellers to, promptly remit to the Purchaser when received all monies received by Sellers or any of its Affiliates in respect of any such Non-Assignable Asset or any claim or right or any benefit arising thereunder or resulting therefrom and (ii) (A) the Purchaser shall bear, and indemnify the Sellers for, all the costs (including Tax costs), Liabilities, burdens and other Liabilities incurred with respect to any such Non-Assignable Asset to the extent that Purchaser receives the corresponding benefits of or with respect to such Non-Assignable Asset and (B) the Purchaser shall promptly reimburse the Company and/or the Sellers for any such costs (including Tax costs), Liabilities and other obligations in respect of any such Non-Assignable Asset. Without limiting the foregoing, if a Purchased Contract (or rights thereunder) cannot be assigned to Purchaser, then, upon Purchaser’s reasonable request and at Purchaser’s direction and expense, the Company shall, and shall cause the other Sellers to, enforce such agreements, covenants and obligations for the benefit of Purchasers to the maximum extent permitted by applicable Laws until such time as the applicable Purchased Contract can be assigned to Purchaser. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 2.5 shall require Sellers or their respective Representatives to take any action that would constitute a breach or other contravention of the rights of any Person(s), be ineffective under, or contravene, applicable Law or any Non-Assignable Asset or Purchased Contract that cannot be assigned to Purchaser.

(d) Notwithstanding anything in this Agreement to the contrary (including this Section 2.5), none Purchaser, Parent, the Sellers or any of their respective Affiliates or Representatives shall have any obligation to make any payments or other concession or incur any Liability, or commence or participate in any Action, to obtain any Consents of, or waivers by, third parties or effect the arrangements contemplated by this Section 2.5.

(e) For income Tax purposes, the Parties shall treat any transfer set forth in this Section 2.5 as having occurred at the Closing, except to the extent otherwise required by Law.

2.6 Performance. The Company shall cause the other Sellers to comply with their obligations set forth in this Article 2.

ARTICLE 3. CONSIDERATION

3.1 Issuance and Contribution. Subject to the terms of this Agreement and the Direction Letter, Parent shall, on the date hereof and immediately prior to the Closing: (a) issue and/or contribute the Parent Contributed Instruments to the Purchaser and, as of immediately prior to the Closing, the Parent Contributed Instruments shall be held by the Purchaser; and (b) contribute to the Purchaser an aggregate amount of cash, in immediately available funds, equal to the sum of (i) the Cash Contribution Amount, plus (ii) the Tax Payment Amount, plus (iii) the Post-Closing Company Transaction Expenses Amount, plus (iv) the Remaining First Lien Term Loan Consideration Proceeds.

3.2 Purchase Price. Subject to the terms of this Agreement, as full consideration for the sale, assignment, transfer and delivery of the Purchased Assets and the Assumed Liabilities and the execution and delivery of the Transaction Documents by the Sellers to the Purchaser, the Purchaser shall deliver to the Company (or its designees) (a) the Parent Contributed Instruments (payable as set forth in Section 4.3), (b) the Cash Contribution Amount (payable as set forth in Section 4.3), (c) the Tax Payment Amount (payable as set forth in Section 4.3), (d) the Remaining First Lien Term Loan Consideration Proceeds (payable as set forth in Section 4.3), (e) the Deferred Payment Amount (payable as set forth in Section 4.5), and (f) the Post-Closing Company Transaction Expenses Amount (payable as set forth in Section 4.3) (collectively, the “Purchase Price”).

3.3 Closing Schedules; Payoff Letters. On or prior to the date hereof:

(a) the Company has delivered to Parent and the Purchaser written schedules, in a form to be mutually agreed by Parent and the Company (the “Company Closing Schedules”), setting forth, as of immediately prior to the Effective Time: (A) written invoices and wire transfer instructions for the payees of any portion of the Company Transaction Expenses Amount; (B) wire transfer instructions for the payee(s) of the Remaining First Lien Term Loan Consideration Proceeds and the Tax Payment Amount; and (C) the aggregate amount of Indebtedness for borrowed money outstanding under each of the Company Term Loan Agreement and the Company A/R Facility, together with a list of all HPS Lenders and Non-HPS Lenders thereunder, and the amounts and consideration owed to each such HPS Lender or Non-HPS Lender upon consummation of the Closing;

(b) Parent has delivered to the Company a schedule, in a form mutually agreed by the Company and Parent, setting forth, as of immediately prior to the Effective Time, the Aggregate Fully Diluted Parent Shares, the securities and interests that are components thereof; and

(c) the Company and Company Aggregator have delivered to Parent and the Purchaser customary payoff letters and release documentation (in form and substance reasonably satisfactory to Parent and, with respect to the Company Term Loan Agreement, the HPS Lenders) in connection with the termination of all commitments and obligations outstanding under the Company Term Loan Agreement and the Company A/R Facility, in each case, providing for the repayment in full of all obligations thereunder, the release of all Liens, if any, securing such obligations and the release of any guarantees in connection therewith upon the consummation of the Closing (such documentation, the “Payoff Letters”).

3.4 Allocation of Purchase Price.

(a) Within one hundred twenty (120) days after the Closing Date, the Purchaser shall, at its cost and expense, prepare and provide to the Company an allocation of the Purchase Price (together with any other amounts treated as consideration for U.S. federal income Tax purposes) among the Purchased Assets that complies with the requirements of Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). The Company shall provide the Purchaser with any comments to such allocation within thirty (30) days after the date of receipt by the Company, and the Purchaser and the Company shall negotiate in good faith to finalize the Purchase Price Allocation. If the Company and the Purchaser are unable to agree on the Purchase Price Allocation within a reasonable period after the Company first notifies the Purchaser of its disagreement, then any remaining disputed matters will be finally and conclusively determined by the Independent Accounting Firm in accordance with procedures reasonably agreed as between the Parties. The fees, costs and expenses of the Independent Accounting Firm shall be borne by the Parties in proportion to the final allocation made by such Independent Accounting Firm of the disputed items weighted in relation to the claims made by the Purchaser and the Company, such that the prevailing Party pays the less portion of such fees, costs and expenses.

(b) The Parties agree that solely for purposes of the Purchase Price Allocation: (i) the Warrant and the Option Agreement shall be valued at the product of (a) the mean trading price of Parent Class A Common Stock on the Closing Date, multiplied by (b) 35,257,690, (ii) the Parent Series B Preferred Stock shall be valued at its face value, and (iii) the value of the Second Lien Term Loan Agreement shall be its stated principal amount.

(c) None of the Parties shall take a position on any Tax Return (including IRS Form 8594), before any Tax Authority or in any Proceeding that is in any way inconsistent with such Purchase Price Allocation without the written consent of the other parties to this Agreement or unless specifically required pursuant to a determination within the meaning of Section 1313(a) of the Code. The parties shall cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to such Purchase Price Allocation and promptly advise each other regarding the existence of any tax audit, controversy or litigation related to such Purchase Price Allocation.

3.5 Withholding. Notwithstanding anything in this Agreement to the contrary, the Purchaser will be entitled to deduct and withhold from any amounts (i) payable pursuant to this Agreement in connection with Closing (x) if any Seller does not deliver IRS Form W-9 pursuant to Section 4.2(h) and (y) in respect of compensatory payments and (ii) payable following the Closing pursuant to this Agreement, in each case, such amounts, if any, as the Purchaser is required to deduct and withhold pursuant to applicable Law, provided, that the Purchaser will use commercially reasonable efforts to notify the applicable Seller of any anticipated withholding at least five (5) Business Days prior to the date of the applicable payment and shall reasonably cooperate with such Seller to permit Seller to minimize the amount of any applicable withholding. To the extent any such amounts are properly deducted, withheld and remitted to the applicable Governmental Authority, such amounts will be treated for all purposes of this Agreement as having been paid to the applicable Seller.

ARTICLE 4. CLOSING AND CLOSING DELIVERIES

4.1 Closing; Time and Place. The closing of the purchase and sale provided for in this Agreement (the “Closing”) shall take place remotely via the electronic exchange of documentation and signatures between the Parties (via electronic transmission or other similar means for exchanging documentation) on the date of this Agreement (the “Closing Date”), simultaneously with the execution and delivery of this Agreement by the Parties and shall be deemed to be effective as of 12:01 a.m. Eastern Standard Time on the Closing Date (the “Effective Time”).

4.2 Deliveries by the Company. At the Closing, the Company shall deliver (or cause to be delivered) to the Purchaser the following items, duly executed by the appropriate Sellers, all of which shall be in a form and substance reasonably acceptable to the Purchaser:

(a) a General Assignment and Bill of Sale, covering all of the applicable Purchased Assets (other than the Company Owned Real Property);

(b) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to the Purchaser the Company Owned Real Property;

(d) assignment of all Company Owned IP;

(e) originals or copies of all Purchased Contracts;

(f) the Books and Records;

(g) Payoff Letters, duly executed by each HPS Lender and Non-HPS Lender; and

(h) a properly completed and executed IRS Form W-9 on behalf of each Seller.

4.3 Deliveries by the Purchaser. At the Closing, the Purchaser shall deliver to the Company (or to the Person otherwise indicated herein) the following:

(a) the Parent Contributed Instruments;

(b) the Company Debt Payoff Amount, on behalf of the Company and the applicable Company Subsidiaries, by wire transfer of immediately available funds to the Non-HPS Lenders in the amounts and in accordance with the instructions set forth in the Payoff Letters;

(c) the Company Transaction Bonus Amount, on behalf of the Company and the applicable Company Subsidiaries, by wire transfer of immediately available funds to the account or accounts of the applicable Company Subsidiaries designated by the Company at least four (4) Business Days prior to the Closing Date, for further distribution by such Company Subsidiaries through their payroll systems to such Persons following the Closing Date, with any amounts withheld for Taxes in connection therewith paid by the applicable Company Subsidiaries to the applicable Governmental Authorities;

(d) the Company Transaction Expenses Amount, on behalf of the Company and its Subsidiaries, by wire transfer of immediately available funds to each payee thereof in the amounts and in accordance with the instructions set forth in the Company Closing Schedules;

(e) the Tax Payment Amount by wire transfer of immediately available funds to the Company or one of its Affiliates for payment to the applicable Governmental Authorities; and

(f) the Remaining First Lien Term Loan Consideration Proceeds and the Post-Closing Transaction Expenses Amount by wire transfer of immediately available funds to the Company or a Person otherwise designated by the Company.

4.4 Delivery by the Purchaser and the Company. At the Closing, the Purchaser and the Company shall deliver (or cause to be delivered) the following items, duly executed by the appropriate parties, all of which shall be in a form and substance reasonably acceptable to each of Parent and the Company:

(a) an Assignment and Assumption Agreement, covering all of the Assumed Liabilities;

(b) the Parent Voting Agreement;

(d) the Registration Rights Agreement;

(e) the Warrant;

(f) the Second Lien Term Loan Agreement;

(g) the TV and Radio Affiliation Agreements;

(h) the Employee Leasing Agreement; (j) the Direction Letter, duly executed by Parent, the Purchaser, the Company, Company Aggregator and the other parties thereto; and

(i) the Option Agreement;

(k) such other certificates, instruments or documents required pursuant to the provisions of this Agreement or otherwise necessary or appropriate to transfer the Purchased Assets and Assumed Liabilities in accordance with the terms hereof and to consummate the Transactions.

4.5 Deferred Payment Amount.

(a) No later than August 31, 2024, the Company shall deliver to the Purchaser a written statement (the “Deferred Payment Statement”), along with reasonable supporting documents, setting forth in reasonable detail the Company’s calculation of the Deferred Payment Amount. During the fifteen (15) Business Day period following delivery of the Deferred Payment Statement, the Company shall afford, and shall cause the Company Subsidiaries to afford, to the Purchaser and its accountants reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, books and records of the Company and the Company Subsidiaries to the extent they relate to the Deferred Payment Statement and the calculation of the Deferred Payment Amount set forth therein, in each case, subject to the entrance into any customary confidentiality arrangements in respect of such access. During such fifteen (15) Business Day period, the Company shall consider in good faith any comments the Purchaser submits with respect to the Deferred Payment Statement.

(b) If the Company and the Purchaser are unable to agree on the Deferred Payment Statement, any disputed matters will be finally and conclusively determined by the Independent Accounting Firm in accordance with procedures reasonably agreed as between the Parties; provided, that notwithstanding the pendency of Independent Accounting Firm review or anything to the contrary in this Agreement, if the Independent Accounting Firm’s determination has not been received prior to the date that is five (5) Business Days prior to the first due date for the payment of estimated Taxes of the Company following delivery of the Deferred Payment Statement to the Purchaser, the Company shall be permitted to timely make such estimated Tax payment, and to timely file its applicable Tax Returns in respect of such estimated Tax payment, in a manner consistent with the Deferred Payment Statement delivered to Purchaser, with any remaining disputed matters thereafter finally and conclusively determined by the Independent Accounting Firm in accordance with procedures reasonably agreed as between the Parties; provided, further, that if the Independent Accounting Firm’s determination has not been received prior to the date that is five (5) Business Days prior to any subsequent due date for the payment of Taxes or the filing of Tax Returns of the Company, the Company shall be permitted to continue to make such Tax payments and file such Tax Returns in a manner consistent with the Deferred Payment Statement delivered to Purchaser. Upon the Purchaser’s request following such determination by the Independent Accounting Firm, the Company will file amended income Tax Returns reflecting any modifications resulting from the Independent Accounting Firm’s determination, and will use commercially reasonable efforts to seek available Tax refunds resulting therefrom (with any resulting cash Tax refund of the Deferred Payment Amount paid to the Purchaser, net of any Taxes incurred by the Company and the Company Subsidiaries with respect to the Tax refund claim or the receipt of any such refund). The fees, costs and expenses of the Independent Accounting Firm, and associated with any subsequent income Tax Return amendment or claim for an associated Tax refund, shall be borne by the Purchaser.

(c) At least five (5) Business Days prior to the first due date for the payment of estimated Taxes of the Company following delivery of the Deferred Payment Statement to the Purchaser, the Purchaser shall pay the Deferred Payment Amount as finally determined pursuant to this Section 4.5 (or if not yet determined at such time, the Deferred Payment Amount as set forth in the Deferred Payment Statement delivered by the Company) in cash by wire transfer of immediately available funds; provided, that if the Deferred Payment Amount is finally determined to be zero, the Purchaser shall have no payment obligation in respect of the Deferred Payment Amount hereunder; provided, further, for clarity, that in no event shall the Deferred Payment Amount be less than zero.

ARTICLE 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the Company Disclosure Schedule delivered by the Company in connection with this Agreement, the Company hereby represents and warrants to Parent as follows:

5.1 Organization and Qualification; Subsidiaries.

(a) The Company is a corporation, duly incorporated, validly existing and in good standing under the laws of Delaware and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties, the Purchased Assets and to carry on the Business as it is now being conducted. The Company is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of the Business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not be material to the Business.

(b) Each Company Subsidiary is an entity, duly incorporated or formed, as applicable, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation (to the extent the applicable jurisdiction recognizes such concept) and has the requisite corporate or limited liability company power and authority and all necessary governmental approvals to own, lease and operate its properties, the Purchased Assets and to carry on its business as it is now being conducted. Each Company Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, be material to the Business.

(c) A true and complete list of all the Company Subsidiaries, together with the jurisdiction of incorporation or formation, as applicable, of each Company Subsidiary and the number of shares and percentage of the outstanding Equity Interests of each Company Subsidiary owned by the Company and each other Company Subsidiary, is set forth in Section 5.1(c) of the Company Disclosure Schedule, and there are no Equity Interests issued or outstanding in any Company Subsidiary except as set forth thereon. Except with respect to the Company Subsidiaries, the Company does not directly or indirectly own (nor is party to any agreement or arrangement to own or acquire) any Equity Interest in, or any interest convertible into or exchangeable or exercisable for any Equity Interest in, any corporation, partnership, joint venture or business association or other entity.

5.2 Organizational Documents. The Company has made available to Parent complete and correct copies of the Company Organizational Documents and the organizational documents of each Company Subsidiary, in each case with all amendments thereto as of the date hereof. Such organizational documents are in full force and effect as of the date hereof and neither the Company nor any Company Subsidiary is in material violation of any provision thereunder.

5.3 Capitalization.

(a) Section 5.3(a) of the Company Disclosure Schedule sets forth the authorized capital stock of the Company, as well as the issued and outstanding shares of capital stock of the Company and the Company Holders thereof.

(b) All outstanding shares of capital stock of the Company (i) were duly authorized and validly issued and are fully paid and non-assessable, (ii) have been offered, sold and issued in compliance in all material respects with applicable securities Laws and other applicable Law, (iii) were not issued in violation of the Company Organizational Documents and (iv) were not issued in, and are not in, violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person to which the Company was party.

(c) Except as set forth on Section 5.3(c) of the Company Disclosure Schedule, as of the date hereof, there are no options, restricted stock, phantom stock, preemptive rights, warrants, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments relating to the issued or unissued Equity Interests of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue or sell any shares of Equity Interests of, or other equity or voting interests in, or any securities convertible into or exchangeable or exercisable for Equity Interests in, the Company or any Company Subsidiary. Except as set forth on Section 5.3(c) of the Company Disclosure Schedule, other than the awards granted under the Company Equity Incentive Plan, neither the Company nor any Company Subsidiary has granted any equity appreciation rights, profit interests or profit participation rights, participations, phantom equity, restricted shares, restricted share units, performance shares, contingent value rights or similar securities or rights that are derivative of, or provide economic benefits based on the value or price of, any Equity Interests in the Company or any Company Subsidiary.

(d) There are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any Equity Interests of the Company or any Company Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person other than a Company Subsidiary.

(e) Section 5.3(e) of the Company Disclosure Schedule sets forth a list of all Indebtedness of the Company or any Company Subsidiary as of the date of this Agreement, including the outstanding amount of such Indebtedness of the Company or any Company Subsidiary for borrowed money as of the date of this Agreement and the debtor and the creditor thereof.

5.4 Authority Relative to this Agreement. The Company has all requisite corporate power and authority to enter into this Agreement and each Seller has all requisite corporate power and authority to enter into any other Transaction Documents to which it is a party thereto and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in each case, subject to the consents, approvals, authorizations and other requirements described in Section 5.5. The execution and delivery of this Agreement and each other Transaction Document to which it is a party by each Seller and the consummation by each Seller of the Transactions have been duly and validly authorized by the Company or such other required corporate, limited liability, general partner or other action of such Seller, and no other corporate proceedings on the part of any Seller are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization and execution by each other Party, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, examinership, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (b) general equitable principles, whether considered in a proceeding at law or equity (together, (a) and (b), the “Remedies Exceptions”). Each Transaction Document to be executed by a Seller at or prior to the Closing will be, when executed and delivered by such Seller, duly and validly executed and delivered and, assuming due authorization and execution by each other Party thereto and the consummation of the Closing, will constitute a valid and binding obligation of such Seller, enforceable against the Company in accordance with its terms, subject to any applicable Remedies Exception.

5.5 No Conflict; Required Filings and Consents.

(a) The execution, delivery and performance of this Agreement or any other Transaction Document (to which a Seller is or will be a party) by each of the applicable Sellers does not, and subject to receipt of the consents, approvals, authorizations, permits, filings, registrations and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 5.5(b), and assuming all other required filings, waivers, approvals, consents, authorizations, registrations and notices disclosed in Section 5.5(b) of the Company Disclosure Schedule have been made, obtained or given, the performance of this Agreement or any other Transaction Document (to which a Seller is or will be a party) by any Seller, will not, with or without notice or lapse of time: (i) conflict with, result in a breach or default of any provision of, or violate, the Company Organizational Documents or the organizational documents of any other Seller, (ii) conflict with or violate any Law applicable to the Company or any other Seller or by which the Business or any of the Purchased Assets are bound by or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of consent, notice, termination, amendment, acceleration or cancellation of (other than pursuant to any Plan), or result in the creation of any material Encumbrance on any Purchased Assets, on any property or asset of the Business pursuant to, any contract to which a Seller is a party or by which the Business or their respective assets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to be material to the Business.

(b) The execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization, registration or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any U.S. federal, state, county or local or non-U.S. government, governmental, regulatory or administrative authority, agency, board, bureau, ministry, institute, instrumentality or commission or any court, tribunal (including employment tribunal), or judicial or arbitral body (a “Governmental Authority”), except (i) for applicable requirements, if any, of the Securities Exchange Act of 1934 (the “Exchange Act”), the Securities Act of 1933 (the “Securities Act”), state securities or “blue sky” laws (“Blue Sky Laws”) and state takeover laws, or (ii) where the failure to obtain such consents, approvals, authorizations, registrations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to the Business.

5.6 Permits; Compliance.

(a) Each of the Company and the Company Subsidiaries (i) is and, since January 1, 2022, has been in compliance in all material respects with any and all Laws applicable to the Business and the Purchased Assets, except for failures to comply or violations which would not be materially adverse to the Business, or reasonably expected to materially interfere with the Transactions, and (ii) is in possession of all permits necessary for the Company or such Company Subsidiary, as applicable, to own, lease and operate its properties (including the Company Real Properties) and to carry on the Business (the “Company Permits”), except where the failure to have such Company Permit would not be materially adverse to the Business, and no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened in writing. Since January 1, 2022, (x) neither the Company nor any Company Subsidiary has been sanctioned, fined or penalized for any violation of or failure to comply with any applicable Law, (y) neither the Company nor any Company Subsidiary is, or has been, in conflict with, or in default, breach, or violation of, any Company Permit, and (z) neither the Company nor any Company Subsidiary has received any written inspection, report, notice of adverse finding, warning letter, resolution, writ, untitled letter or other written correspondence with or from any Governmental Authority alleging or asserting non-compliance with applicable Laws or any Company Permit by the Company or any of the Company Subsidiaries, except, with respect to clauses (x), (y) and (z), for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Business.

(b) Section 5.6(b) of the Company Disclosure Schedule sets forth, as of the date hereof, a true and complete list of all Company Station Licenses, as well as each material auxiliary license or authorization issued by the FCC with respect to such Company Station. Each of the Company Station Licenses is held by the Company or a Company Subsidiary, as the case may be, and (B) each of the Company Station Licenses is in effect in accordance with its terms and has not been revoked, suspended, canceled, rescinded, terminated or expired, and the Company is not aware of any reason the Company Station Licenses would not be renewed in the normal course.

(i) the Company and its Subsidiaries (A) are, and since January 1, 2022 have been, with respect to each Company Station, in compliance in all material respects with the Communications Act of 1934 and the FCC Rules and the terms of the applicable Company Station License, (B) hold all material FCC authorizations necessary to operate the Company Stations as they are currently being operated, (C) have timely filed all material registrations and reports required to have been filed with the FCC relating to the Company or the Company Station Licenses, (D) have paid or caused to be paid all FCC regulatory fees due in respect of the Company and its Subsidiaries; and (E) requires no waiver of any FCC Rule to operate as it currently operates;

(ii) as of the date of this Agreement, there is not (A) pending, or, to the knowledge of the Company, threatened, any action by or before the FCC to revoke, suspend, cancel, rescind or materially adversely modify any Company Station License (other than in connection with proceedings of general applicability) or (B) issued or outstanding, by or before the FCC, any (1) order to show cause, (2) notice of violation, (3) notice of apparent liability or (4) order of forfeiture, in each case, against the Company Stations, the Company or any of its Subsidiaries that would reasonably be expected to result in any action described in the foregoing clause (A) with respect to the Company Station Licenses; and

(iii) (A) to the knowledge of the Company, as of the date of this Agreement, there are no material applications, petitions, proceedings, or other material actions, complaints or investigations, pending or threatened before the FCC relating to the Company or the Company Stations, other than proceedings affecting broadcast stations of such type generally, and (B) neither the Company nor any of its Subsidiaries, nor any of the Company Stations, has entered into a tolling agreement or otherwise waived any statute of limitations relating to the Company Stations during which the FCC may assess any fine or forfeiture or take any other adverse action or agreed to any extension of time with respect to any FCC investigation or proceeding as to which the statute of limitations time period so waived or tolled or the time period so extended remains open as of the date of this Agreement.

(d) The Company Station Licenses have been issued for the terms expiring as indicated on Section 5.6(d) of the Company Disclosure Schedule and the Company Station Licenses are not subject to any material condition except for those conditions appearing on the face of the Company Station Licenses and conditions applicable to broadcast licenses generally for such type of station or otherwise disclosed in Section 5.6(b) or Section 5.6(c) of the Company Disclosure Schedule.

5.7 Financial Statements.

(a) The Company has made available to Parent, and attached as Section 5.7(a) of the Company Disclosure Schedule, true and complete copies of the (i) audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2021, and December 31, 2022, and the related consolidated statement of operations and cash flows of the Company and the Company Subsidiaries for each of the years then ended, together with an unqualified (except with respect to material weaknesses) audit report thereon from the auditor (collectively, the “Company Audited Financial Statements”) and (ii) the unaudited consolidated balance sheet of the Company and the Company Subsidiaries, and the related consolidated statement of operations and cash flows of the Company and the Company Subsidiaries for the three-month period ended September 30, 2023 (the “Company Reference Balance Sheet”) (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Company Financials”). The Company Financials (including the notes thereto) (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, (in the case of the Unaudited Financial Statements, except as may be indicated in the notes thereto), (ii) fairly present (as applicable), in all material respects, the financial position, results of operations and cash flows of the Company and the Company Subsidiaries for the period indicated therein, except as otherwise noted therein, and (iii) solely with respect to the Unaudited Financial Statements, are subject only to normal and recurring year-end adjustments.

(b) Except as and to the extent set forth on the Company Reference Balance Sheet, neither the Company nor any Company Subsidiary has any material liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated, except for: (i) liabilities that were incurred in the ordinary course of business since the date of the Company Reference Balance Sheet (and in any event do not relate to breach of contract, tort or non-compliance with Law), (ii) liabilities incurred in connection with the transactions contemplated by this Agreement and the Transaction Documents, (iii) liabilities that are permitted or contemplated by this Agreement (including the Company Disclosure Schedule), or (iv) such other liabilities and obligations which are not, individually or in the aggregate, expected to be material to the Business.

(c) The Company has established and maintained a system of internal accounting controls. To the Company’s knowledge, such internal accounting controls are sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with GAAP.

(d) Neither the Company nor, to the Company’s knowledge, any of its independent auditors, has identified, been made aware of, or received any written complaint, allegation, assertion or claim that, (i) any significant deficiency or material weakness in the Company or any Company Subsidiary’s respective internal accounting controls, (ii) any fraud (whether or not material) that involves the Company’s management or other employees of the Company or any Company Subsidiary who have a role in the preparation of financial statements or internal accounting controls utilized by the Company or any Company Subsidiary or (iii) any claim or allegation regarding any of the foregoing.

5.8 Absence of Certain Changes or Events. Since the date of the Company Reference Balance Sheet, and on and prior to the date of this Agreement, except as otherwise reflected in the Company Financials or expressly contemplated by this Agreement, (a) the Company and the Company Subsidiaries have conducted the Business in all material respects in the ordinary course of business, (b) there has not been a Material Adverse Effect, and (c) the Company and the Company Subsidiaries have not taken any of the following actions:

(a) acquired (including by merger, consolidation or acquisition of shares), sold, leased, transferred, disposed of, mortgaged or assigned any assets, tangible or intangible, for an amount that exceeds $50,000 in the aggregate, other than sales of goods or services in the ordinary course of business;

(b) incurred, assumed, guaranteed or discharged any Liability constituting Indebtedness;

(c) canceled, compromised, knowingly waived or released any material right or claim (or series of related rights and claims) under any Material Contract, Company Lease or Intellectual Property or any other material right or claim of the Company or any Company Subsidiary (which includes all rights under any confidentiality provisions of any Contract of the Company or any Company Subsidiary), or disclosed any material trade secret of the Company or any Company Subsidiary;

(d) canceled, compromised, knowingly waived or released any right, claim or Account Receivable involving amounts that exceed $100,000 in the aggregate;

(e) committed to make any capital expenditure (or series of related capital expenditures) involving amounts that exceed $100,000 in the aggregate;

(f) suffered any damages to or destruction or loss of any tangible assets, (whether or not covered by insurance), involving or reasonably expected to involve amounts that exceed $100,000 in the aggregate;

(g) modified the Company Organizational Documents;

(h) implemented any material change in any method of accounting or accounting practice, except as required by GAAP or disclosed on the Company Financials;

(i) implemented any material change to its cash management practices or its policies, practices or procedures with respect to collection of Accounts Receivable, establishment of reserves for uncollectible accounts, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits (including by either accelerating the collection of Accounts Receivable in advance of its due date or delaying payment of any account payable);

(j) incurred any Lien (other than a Permitted Lien) upon its properties, share capital or assets, tangible or intangible;

(k) made any capital investment in, any loan to, or any acquisition of the securities or assets of any other Person other than acquisitions of inventory and supplies in the ordinary course of business;

(l) failed to maintain in full force and effect insurance policies on its properties or assets providing coverage and amounts of coverage comparable to the coverage and amounts of coverage provided under its policies of insurance;

(m) made any material change in the rate of compensation (including salary and wages), commission, bonus or other direct or indirect remuneration payable, or agreed to pay, conditionally or otherwise, any material bonus, incentive, retention or other compensation, any change in control payment, retirement, welfare, fringe or termination or severance benefit or vacation pay, to or in respect of any member of senior management of the Company or any Company Subsidiary, other than increases and payments in the ordinary course of business consistent with past practice;

(n) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts;

(o) materially modified or changed its Business organization or materially and adversely modified or changed its relationship with its suppliers, customers and others having business relations with it;

(p) except as otherwise required by applicable Law or in the ordinary course of business consistent with past practice, entered into, amended, modified, varied, altered or otherwise changed or terminated any of the Employee Benefit Plans;

(q) entered into any Contract that is a Material Contract or Company Lease, other than in the ordinary course of business;

(r) accelerated, terminated, materially modified or cancelled any Material Contract or Company Lease, other than in the ordinary course of business;

(s) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization;

(t) failed to file any income or other material Tax Return or pay any material Taxes when due; made or changed any material Tax election; changed any annual Tax accounting period; adopted or changed any material Tax accounting method; filed any amended Tax Return; entered into any closing agreement with respect to Taxes; settled any material Tax claim or Tax assessment relating to the Company or any Company Subsidiary; or consented to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to the Company or any Company Subsidiary;

(u) settled any pending or threatened Proceeding requiring the payment of $25,000 individually or $50,000 in total, in each case, net of any insurance proceeds;

(v) authorized, agreed, resolved or committed (on a contingent basis or otherwise) to any of the foregoing; or (w) made any payments to any HPS Lender (including through the prepayment of any outstanding Indebtedness under the Company Term Loan Agreement or the Company A/R Facility), issued any dividend or other cash distribution to any holder of Equity Interests in the Company in respect of such Equity Interests, or made any cash payment, other than in the ordinary course of business, to any employee, officer or director of the Company or a Company Subsidiary.

5.9 Absence of Litigation. Except as set forth in Section 5.9 of the Company Disclosure Schedule, there is no litigation, Proceeding, suit, claim, charge, grievance, or action by or before any Governmental Authority (an “Action”) pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary, or any property or asset of the Company or any Company Subsidiary, or any employee, officer or director of the Company or a Company Subsidiary (in their capacity as such) that would, individually or in the aggregate, reasonably be expected to be material to the Business. Neither the Company nor any Company Subsidiary nor any property or asset of the Company or any Company Subsidiary, nor any employee, officer or director of the Company or a Company Subsidiary (in their capacity as such) is subject to any material continuing or outstanding obligation pursuant to any order, consent decree, settlement agreement or other similar written agreement with, or, to the knowledge of the Company, continuing investigation by, any Governmental Authority, or any Order, writ, judgment, injunction, decree, determination, assessment or award of any Governmental Authority (each an “Order”) (excluding customary confidentiality, non-disparagement, and similar provisions) that would, individually or in the aggregate, reasonably be expected to be material to the Business.

5.10 Employee Benefit Plans.

(a) Section 5.10(a) of the Company Disclosure Schedule includes a list of all employees of the Company and the Company Subsidiaries that includes (i) employee name (or unique employee identifier), (ii) employer, (iii) job title, (iv) date of hire and age, (v) country and location of employment, (vi) current annual base compensation, salaried or hourly status, pay rate or contract fee; (vii) commission, bonus or other incentive-based compensation targeted for 2023 (if applicable), (viii) union-represented status and name of any applicable collective bargaining agreement; and (ix) employment status (i.e., active, disabled or on authorized leave).

(b) Section 5.10(b) of the Company Disclosure Schedule includes a current, true and complete list of, as of the date of this Agreement, all material Plans.

(c) With respect to each Plan, the Company has made available to Parent, as applicable, (i) a true and complete copy of the current plan document and all amendments thereto and any summaries of material modifications, (ii) copies of the most recent Internal Revenue Service (“IRS”) Form 5500 annual reports and (iii) copies of the most recently received IRS determination or opinion letter for each such Plan.

(d) Neither the Company nor any Company ERISA Affiliate contributes to or has any obligation to contribute to, or has at any time within six (6) years prior to the Closing Date contributed to or had an obligation to contribute to, or has or has had any Liability (contingent or otherwise) under, and no Employee Benefit Plan of the Company or any Company Subsidiary is or was within the past six (6) years, (i) a Multiemployer Plan, (ii) a plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, (iii) a “multiple employer plan” within the meaning of Section 413(c) of the Code or (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA.

(e) None of the Plans provide, nor does the Company or any Company Subsidiary have any obligation to provide, retiree medical or life insurance to any current or former employee, officer, director or consultant of the Company or any Company Subsidiary after termination of employment or service except as may be required under Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA and the regulations thereunder or any analogous state Law or for which the recipient pays the full cost of coverage.

(f) Except as would not result in a Material Adverse Effect, (i) each Plan was established and has been adopted and administered in accordance with its terms and the requirements of all applicable Laws including ERISA and the Code and (ii) the Company and the Company Subsidiaries have performed all obligations required to be performed by them under, are not in default under or in violation of, and have no knowledge of any default or violation by any party to, any Plan.

(g) Except as would not result in a Material Adverse Effect, neither the Company nor any Company Subsidiary or, to the knowledge of the Company, any other “fiduciary” (as defined in Section 3(21) of ERISA) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Plan.

(h) No Action is pending or, to the knowledge of the Company, threatened with respect to any Plan or the assets of any Plan (other than claims for benefits in the ordinary course) and, to the knowledge of the Company, no fact or event exists that would reasonably be expected to give rise to any such Action, except as would not reasonably be material to the Business. To the Company’s knowledge, no Plan is, or in the last three (3) years has been, the subject of an examination or audit by any Governmental Authority or the subject of an application or filing under, or a participant in, a government-sponsored amnesty, voluntary compliance, self-correction or similar program, except as would not reasonably be material to the Business.

(i) Each Plan that is intended to be qualified under Section 401(a) of the Code either has received a favorable determination letter from the IRS or is a prototype plan that is subject to a favorable opinion letter from the IRS, in either case upon which the Company can rely, and to the Company’s knowledge nothing has occurred that has, or would reasonably be expected to, adversely affect the qualified status of any such Plan or the exempt status of any related trust.

(j) Except as contemplated under this Agreement, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or in connection with any other event: (i) result in any material payment or benefit becoming due to or result in the forgiveness of any material indebtedness of any current or former employee, officer, director, consultant or other service provider of the Company or any Company Subsidiary under any Plan, (ii) materially increase any amount of compensation or benefits otherwise payable to any current or former employee, officer, director, consultant and/or other service provider of the Company or any Company Subsidiary under any Plan, (iii) result in the acceleration of the time of payment, or trigger any funding or vesting of any benefits to any current or former employee, officer, director, consultant and/or other service provider of the Company or any Company Subsidiary under any Plan or (iv) result in any payments or benefits that, individually or in combination with any other payment or benefit, could reasonably be expected to result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code or in the imposition of an excise Tax under Section 4999 of the Code.

(k) Neither the Company nor any Company Subsidiary has a material obligation to indemnify, “gross up,” compensate, reimburse or make whole any current or former employee, officer, director, consultant or other service provider of the Company or any Company Subsidiary for any Taxes, including any Taxes imposed under Section 4999 or Section 409A of the Code.

(l) Except as would not result in a Material Adverse Effect, neither the Company nor any Company Subsidiary has incurred any Liability for any Tax or civil penalty imposed under Chapter 43 of the Code or Sections 409 or 502 of ERISA that has not been satisfied in full.

(m) Except as would not result in a Material Adverse Effect, each Plan that constitutes a deferred compensation plan within the meaning of Section 409A of the Code that is subject to Section 409A of the Code has been maintained in all respects, in form and operation, in accordance with the requirements of Sections 409A of the Code and applicable guidance thereunder.

(n) Except as would not result in a Material Adverse Effect, each Plan subject to the Laws of any jurisdiction outside the United States (each, a “Non-U.S. Plan”) (i) has within the past three (3) years been maintained and administered in accordance with its terms and the requirements of all applicable Laws, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iii) if required by applicable Law or the terms of the Plan, to any extent, to be funded, book-reserved or secured by an insurance policy, is funded, book-reserved or secured by an insurance policy, as applicable. No Non-U.S. Plan or Employee Benefit Plan maintained by a Governmental Authority to which the Company or any Company Subsidiary is required to contribute to pursuant to applicable Law is a “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA).

(o) Section 5.10(o) of the Company Disclosure Schedule includes a current, true and complete list, as of the date of this Agreement, of all outstanding severance obligations of the Company or any Company Subsidiary, whether pursuant to an effective severance arrangement, communicated to a service provider with a future termination date or contingent on the execution of a release of claims by any such service provider, including the name of each such employee or former and the maximum amount of severance benefits owed to each such employee or former employee or would be payable upon termination of each such employee or former employee.

5.11 Labor and Employment Matters.

(a) No employee of the Company or any Company Subsidiary is, to the knowledge of the Company, represented by a Union and neither the Company nor any Company Subsidiary is a party to, subject to, or bound by a Collective Bargaining Agreement, nor is there any duty on the part of the Company or any Company Subsidiary to bargain or consult with, or provide notice to, any Union which is representing any employee of the Company or any Company Subsidiary, in connection with the execution of this Agreement or the Transactions. There are and, for the prior three (3) years were, to the knowledge of the Company, no strikes lockouts, work stoppages, slowdowns, threatened unfair labor practice charges, material grievances, material labor arbitrations, picketing, hand billing or other material labor dispute with respect to any employees of the Company or any Company Subsidiaries, in each case, pursuant to the National Labor Relations Act. There are and, for the prior three (3) years have been, no union certification or representation petitions or demands with respect to any Seller or any employees of the Business and, to the knowledge of the Company, no union organizing campaign or similar effort is pending or threatened with respect to any Seller or any employees of the Business.

(b) Except, in each case, as would not result in a Material Adverse Effect, no Seller is liable for any arrears of wages, penalties or other sums for failure to comply with any of the foregoing.

(c) Except, in each case, as would not result in a Material Adverse Effect, each Seller: (i) has taken reasonable steps to properly classify and treat all of their employees as “employees” and independent contractors as “independent contractors”; (ii) has taken reasonable steps to properly classify and treat all of their employees as “exempt” or “non-exempt” from overtime requirements under applicable Law; (iii) has maintained legally adequate records regarding the service of all of their employees, including, where required by applicable Law, records of hours worked; (iv) is not delinquent in any material payments to, or on behalf of, any current or former employees or independent contractors for any services or amounts required to be reimbursed or otherwise paid; (v) has withheld, remitted and reported all material amounts required by Law or by agreement to be withheld, remitted and reported with respect to wages, salaries, end of service and retirement funds, superannuation and social security benefits and other payments to any current or former independent contractors or employees; and (vi) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for any current or former independent contractors or employees (other than routine payments to be made in the ordinary course of business).

(d) To the knowledge of the Company, (i) no employee or independent contractor of the Business is in violation of any term of any employment contract, consulting contract, non-disclosure agreement, common law non-disclosure obligation, non-competition agreement, non-solicitation agreement, proprietary information agreement or any other agreement relating to confidential or proprietary information, intellectual property, competition or related matters; and (ii) the continued employment by the Company and the Company Subsidiaries of their respective employees, and the performance of the contracts with the Company and the Company Subsidiaries by their respective independent contractors, will not result in any such violation, that would, in each case, cause material liability to the Business.

5.12 Real Property; Title to Assets.

(a) The Company and the Company Subsidiaries own the Company Owned Real Property.

(b) Section 5.12(b) of the Company Disclosure Schedule lists each Company Lease, together with the street address (to the extent available) and name of each other party thereto.

(c) True and complete copies of all the Company Leases and each guaranty, amendment, modification, restatement or supplement thereto (collectively, the “Company Lease Documents”) have been made available to Parent.

(d) Except as set forth in Section 5.12(d) of the Company Disclosure Schedule or that does not, individually or in the aggregate, constitute a Material Adverse Effect:

(i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the Company or the Company Subsidiaries the right to use or occupy all or any portion of the Company Real Property;

(ii) all Company Leases are in full force and effect, are valid, binding and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, against the Company or the Company Subsidiaries, as applicable, and, to the knowledge of the Company, the other parties thereto; and there is not, under any of such Company Leases, any existing default or event of default by the Company or any Company Subsidiary or, to the knowledge of the Company, by the other party to such Company Leases; and

(iii) to the Company’s knowledge, there are no material disputes with respect to any of the Company Leases or Lease Documents.

(e) Each of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Company Leased Real Property, valid leasehold or sub-leasehold interests in, all of its assets, tangible and intangible, personal and mixed, used or held for use in its Business, except as would not reasonably be expected to be material to the Business, taken as a whole.

(f) The Sellers have good and valid title to and have full power and right to sell, assign and deliver the Purchased Assets (subject to receiving any required consents listed on Section 5.5 of the Company Disclosure Schedule). Other than the Excluded Assets, the Purchased Assets constitute all of the assets, properties and rights that are necessary for and currently used in connection with the conduct of the Business as currently conducted (including the ownership, lease, operation and use of the Purchased Assets). Except as set forth on Section 5.12(f) and Section 5.5 of the Company Disclosure Schedule or as would not reasonably be expected to be material to the Business, taken as a whole, the Purchased Assets are free and clear of all Liens other than Permitted Liens.

5.13 Intellectual Property and Privacy.

(a) As of the date of this Agreement, Section 5.13(a) of the Company Disclosure Schedule contains a true and complete list of all patents, patent applications, Trademark registrations and applications, copyright registrations and applications and domain name registrations, in each case, owned or purported to be owned by the Company or a Company Subsidiary (“Company Registered IP”). The Company Registered IP is subsisting and, to the Company’s knowledge, valid and enforceable.

(b) A Seller owns or otherwise has sufficient right to use all material Intellectual Property used in connection with the Business as currently conducted.

(c) The Company and the Company Subsidiaries (i) have paid all fees associated with maintaining and advertising on and through social media accounts and handles, and (ii) to the knowledge of the Company, are in material compliance with all applicable Laws and terms of use, terms of service, and other Contracts and all associated policies and guidelines relating to its use of any social media platforms, sites, or services in the conduct of their respective Businesses. No Person has made any claims or allegations against the Company or one of the Company Subsidiaries concerning any violation of law or any Person’s rights in connection with the use of those social media accounts and handles, except as would not reasonably be material to the Business.

(d) The Company and the Company Subsidiaries have taken commercially reasonable measures to maintain in confidence all material Trade Secrets and other material Confidential Information constituting Company Owned IP or otherwise possessed by the Company or any Company Subsidiary in connection with the Businesses of the Company and the Company Subsidiaries, including by requiring each Person who has had access to such Trade Secrets and Confidential Information to execute an agreement that requires such Person to maintain the confidentiality of the same. To the Company’s knowledge, there has been no unauthorized access to or disclosure of any such Trade Secrets or Confidential Information.

(e) As of the date of this Agreement, there are no Proceedings pending or, to the Company’s knowledge, threatened (including interference, re-examination, inter parties review, reissue, opposition, nullity or cancellation proceedings) (i) contesting the validity, ownership, scope or use of any Company Owned IP or (ii) making a claim against the Company or any Company Subsidiary alleging any infringement, misappropriation or other violation of any Intellectual Property rights of any person. Neither the operation of the respective Businesses of the Company and the Company Subsidiaries, nor the use of the Company Owned IP by the Company or any Company Subsidiary, infringes, misappropriates or otherwise violates, or has infringed, misappropriated, or otherwise violated in the last three (3) years, any Intellectual Property of any person in any material respect. To the knowledge of the Company, no person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated, or otherwise violated in the last three (3) years, any of the Company Owned IP. Neither the Company nor any of the Company Subsidiaries has received from or sent to any Person any written notice alleging any infringement, misappropriation or other violation of, including any invitations to license or desist from using any, Intellectual Property.

(f) All past and present employees, consultants, independent contractors, management employees, founders or other persons who have created, conceived or developed material Intellectual Property for the Company or a Company Subsidiary have executed valid and enforceable written agreements with the Company or one of the Company Subsidiaries, pursuant to which such persons assigned to the Company or the applicable Company Subsidiary all of their entire right, title and interest in and to any Intellectual Property created, conceived or otherwise developed by such person in the course of and related to his, her or its relationship with the Company or the applicable Company Subsidiary, or such rights have been solely and exclusively assigned to the Company or one of the Company Subsidiaries by operation of law. To the Company’s knowledge, no such person (i) is in violation of any such agreement, (ii) owns any Intellectual Property used by or held for use by for Company or a Company Subsidiary or (iii) has made any claims with respect to, or has any right, license, claim or interest whatsoever in, such Intellectual Property.

(g) The consummation of the transactions contemplated by this Agreement or any Transaction Document will not (and no event has occurred that would with or without notice or lapse of time or both) (i) result in any third party having or receiving any license, right, permission, covenant-not-to-sue or other authorization in or to any Company Owned IP, (ii) to the Company’s knowledge, result in a material violation of any Company Data Privacy/Security Requirements, or (iii) except as would not otherwise be material to the Business, require the consent, waiver or authorization of, or declaration, filing or notification to, any Person under any such Company Data Privacy/Security Requirement.

(h) The Business IT Assets, in all material respects, (i) are adequate for, and operate and perform in accordance with their documentation and functional specifications and otherwise as required in connection with, the operation of the Business of the Company and the Company Subsidiaries, (ii) are free from bugs, errors or other defects, (iii) have not malfunctioned, crashed, failed, experienced denial of service attacks or continued substandard performance or other adverse events within the past three (3) years, and (iv) do not contain any Malicious Code. The Company and each Company Subsidiary has implemented and maintains anti-malware, anti-virus, backup, security, business continuity, and disaster recovery measures and technology consistent with industry standard practices.

(i) The Company and each Company Subsidiary complies, and has in the past three (3) years complied in all material respects, with (i) its internal and external privacy and data security policies, (ii) all applicable and binding rules of self-regulatory organizations and codes of conduct, including the Payment Card Industry Data Security Standard (PCI DSS), (iii) all Information Privacy and Security Laws, and (iv) all contractual obligations concerning information security and data privacy (including the Processing of Personal Information) (collectively, the “Company Data Privacy/Security Requirements”). There are no, and have not been in the last three (3) years, any Proceedings pending by or, to the knowledge of the Company, threatened against either the Company or a Company Subsidiary concerning any Company Data Privacy/Security Requirement or compliance therewith or violation thereof.

(j) The Company and each of the Company Subsidiaries has implemented and maintains a comprehensive information security plan (a “Company Security Plan”), which includes commercially reasonable physical, technical, organizational and administrative data security safeguards designed to protect the confidentiality, availability, integrity and security of the Business IT Assets and the information and data stored therein (including Personal Information and other sensitive information) from loss, damage, misuse or unauthorized use, access, modification, destruction, or disclosure, including cybersecurity and malicious insider risks. The Company Security Plan conforms, and at all times has conformed in all material respects with the Company Data Privacy/Security Requirements and any public statements made by the Company or the Company Subsidiaries regarding the Company Security Plan. In the past three (3) years, there has been no (i) material loss, damage, misuse or unauthorized use, access, modification, destruction, or disclosure, or other breach of security of the Personal Information maintained by or on behalf of the Company or any of the Company Subsidiaries (including, but not limited to, any event that would give rise to a breach or incident for which notification by the Company or a Company Subsidiary to individuals and/or Governmental Authorities is required under Company Data Privacy/Security Requirements), (ii) phishing, social engineering, or business email compromise incident that has resulted in a material monetary loss that has otherwise been or would reasonably be expected to be, individually or in the aggregate, material to the Business of Parent or the Parent Subsidiaries, or (iii) material breaches or unauthorized intrusions of the security of any Business IT Assets.

5.14 Taxes.

(a) All income and all other material Tax Returns required to be filed by, or on behalf of, each Seller have been duly and timely filed (taking into account any extension of time to file), and each such Tax Return is true, correct and complete in all material respects.

(b) All income and all other material Taxes owed by each Seller (whether or not shown on any Tax Return) have been paid in full.

(c) Each Seller has withheld from amounts owing to any employee, creditor or other Person all Taxes required by Law to be withheld by such Seller, and has paid over to the proper Tax Authority in a timely manner all such withheld amounts required to have been so paid over, and has complied with all applicable reporting requirements with respect to such Taxes.

(d) No Seller has received any written claim from any Tax Authority for unpaid Taxes of such Seller, that has not been paid or resolved, and no assessment, deficiency or adjustment has been asserted, proposed or threatened in writing by any Tax Authority with respect to any Taxes or Tax Returns of any Seller, in each case that has not been paid or resolved.

(e) No audit, examination, investigation, litigation or other administrative or judicial proceeding in respect of Taxes or Tax matters is currently pending or being conducted, or has been threatened by any Tax Authority, against any Seller.

(f) No Seller has received written notice of any claim from a Tax Authority in a jurisdiction in which such Seller does not file Tax Returns that such Seller is or may be subject to Tax in such jurisdiction.

(g) There are no Liens for Taxes upon any of the assets of any Seller except for Permitted Liens.

(h) No Seller is party to, is bound by or has an obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, in each case, other than any agreement, contract or arrangement (i) the primary purpose of which does not relate to Taxes or (ii) to which solely one or more Sellers is a party.

(i) No Seller has engaged in or entered into a “listed transaction” within the meaning of Section 6707A(c) of the Code and Treasury Regulations Section 1.6011-4(b)

(j) No Seller has waived any statute of limitations or agreed to any extension of the period for assessment or collection of any Tax, in each case, which waiver or extension has not since expired.

(k) No Seller is or has been in the last five (5) years a “United States real property holding corporation” within the meaning of Section 897 of the Code.

(l) No Seller has any material liability for the Taxes of any person (other than, in the case of the Company, any Company Subsidiary, and in the case of any Company Subsidiary, each other Company Subsidiary and the Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. law) or as a transferee or successor (or otherwise by operation of law).

(m) No Seller will be required to include any material amount, or exclude any material item of deduction or loss, from taxable income for any taxable period (or portion thereof) ending after the Closing Date (i) as a result of any installment sale or open transaction disposition made prior to the Closing, (ii) as a result of any prepaid amount received prior to the Closing, (iii) as a result of any change in method of accounting for a taxable period ending on or prior to the Closing Date, (iv) as a result of any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Tax Law), (v) as a result of any use of an improper method of accounting prior to the Closing, or (vi) by reason of Section 965(a) of the Code or an election pursuant to Section 965(h) of the Code (or any similar provision of state, local or non-U.S. Tax Law).

(n) Each direct and indirect Subsidiary of Estrella Media is disregarded as an entity separate from Estrella Media within the meaning of Treasury Regulations Section 301.7701-3.

5.15 Environmental Matters. Except for matters that are not and would not reasonably be expected to be material to the Business:

(a) The Company and the Company Subsidiaries are now, and have been during the three (3) years prior to the date hereof, in compliance with all Environmental Laws, which compliance includes obtaining and complying with any permits required by Environmental Law for the operations of the Company and the Company Subsidiaries, and neither the Company nor any Company Subsidiary has received any written communication from any Person that alleges that the Company or any Company Subsidiary is in violation of, or has Liability or obligations under, any Environmental Law or any permit issued pursuant to Environmental Law;

(b) There are no Environmental Claims or Orders pending or, to the knowledge of the Company, threatened, against the Company or any Company Subsidiary;

(c) There have been no Releases of, or exposure to, any Hazardous Material at, on, under or migrating from any real property (including any facilities or structures located thereon) currently, or to the knowledge of the Company, formerly owned, leased or operated by the Company, any Company Subsidiary, or any of their respective predecessors, in each case, that would reasonably be expected to form the basis of any Environmental Claim against, or otherwise result in Liability under Environmental Law of, the Company or any Company Subsidiary; and (d) Neither the Company nor any Company Subsidiary has retained or assumed, either contractually or, to the knowledge of the Company, by operation of Law, any Liabilities of another Person that would reasonably be expected to form the basis of any Environmental Claim against, or otherwise result in Liability under Environmental Law of, the Company or any Company Subsidiary.

5.16 Material Contracts.

(a) Section 5.16(a) of the Company Disclosure Schedule lists the following types of contracts and agreements used in the conduct of the Business in effect as of the date of this Agreement to which any Seller is a party or by which any of their respective assets is bound (such contracts and agreements as are required to be set forth Section 5.16(a) of the Company Disclosure Schedule (excluding any Plan listed on Section 5.10(a) of the Company Disclosure Schedule and excluding the Company Leases) being the “Material Contracts”):

(i) each contract and agreement with consideration paid to or payable by a Seller of more than $100,000 (in cash or other consideration, including barter), in the aggregate, over any twelve (12)-month period (other than purchase orders, invoices or statements of work entered into in the ordinary course of business);

(ii) all contracts or agreements with any employee, consultant or other service provider of the Business that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions contemplated hereby;

(iii) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $100,000, and any pledge agreements, security agreements or other collateral agreements in which a Seller granted to any person a security interest in or Lien on any of the property or assets of the Company or any Company Subsidiary used in the Business, and all agreements or instruments guarantying the debts or other obligations of any person;

(iv) any Collective Bargaining Agreement between the Company or any of the Company Subsidiaries, on the one hand, and any Union, on the other hand, that relate to the Business;

(v) all partnership, joint venture or similar agreements;

(vi) all “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K);

(vii) all contracts and agreements related to any material acquisitions or dispositions by the Business of any assets or business of any Person (whether by merger, sale of stock or assets or otherwise) in the past two (2) years;

(viii) all contracts and agreements that (A) limit, or purport to limit, the ability of any Seller or the Business to enter into, engage or compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses, (B) contain exclusivity or most favored nation terms or covenants or (C) contain minimum supply or purchase terms or requirements, rights of first refusal, first offer or preemptive rights or similar terms;

(ix) all material contracts or agreements with any Company Holder or any Affiliate of any Company Holder;

(x) all Orders, settlement agreements, or other contracts related to any Proceeding involving the Business (x) entered into at any time the past two (2) years or (y) containing material outstanding or unsatisfied obligations (excluding customary confidentiality, non-disparagement, and similar provisions);

(xi) all Company IP Agreements that are material to the operation of the Business;

(xii) any contract relating to Program Rights under which it would reasonably be expected that the Business would make annual payments in excess of $10,000 (in cash or other consideration, including barter) per year;

(xiii) any network affiliation or similar contract to which the Company or its Subsidiaries is a party or by which the Business is bound;

(xiv) any option or similar agreement relating to ownership or control of a broadcast station, including the Company Stations;

(xv) any contract with a broker, finder or investment banker entitled to payment in connection with the consummation of the Transactions or reimbursement of expenses associated with services rendered in connection the Transactions, including the RBC Engagement Letter;

(xvi) any contract that is a channel sharing agreement with a third party or parties with respect to the sharing of spectrum for the operation of two (2) or more separately owned television stations;

(xvii) any contract relating to retransmission or distribution by any MVPD or other distributor, including streaming services or virtual MVPDs, that is material to the Business; and

(xviii) any contract containing rights or obligations with respect to MVPD carriage under the FCC Rules that is material to the Business.

(b) Each Material Contract is in full force and effect and a legal, valid and binding obligation of a Seller and, to the knowledge of the Company, the other parties thereto, and, except as would not be material to the Business, (A) no Seller is in breach or violation of, or default under, any Material Contract nor has any Material Contract been canceled by the other party, (B) to the Company’s knowledge, no other party is in breach or violation of, or default under, or has received or delivered any notice of termination of, any Material Contract and (C) to the Company’s knowledge, no Seller has received any written or oral notice of, claim, breach, termination, non-renewal, material change or default under any such Material Contract. The Company has made available to Parent true and complete copies of all Material Contracts.

(c) Except as would not reasonably be expected to be material to the Business, no Seller has received any written notice that any other party to any Purchased Contract intends to terminate, not renew, or challenge the validity or enforceability of any Purchased Contract.

5.17 MVPD Matters. Section 5.17 of the Company Disclosure Schedule sets forth, a list, as of the date of this Agreement, of all TV Station retransmission consent agreements with MVPDs that reported more than 5,000 paid subscribers to the Company or any Company Subsidiary as of December 31, 2023. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, since January 1, 2022 through the date of this Agreement: (a) no such MVPD has provided written notice to the Company of any material signal quality issue (excluding any such issue that has been resolved) or, to the knowledge of the Company, sought any form of relief from carriage of a Company Station from a court or the FCC; (b) the Company has not received any written notice from any such MVPD of such MVPD’s intention to cease its carriage of a Company Station in such Company Station’s DMA; and (c) the Company has not received written notice of any petition seeking FCC modification of any market in which a Company Station is located.

5.18 Insurance.

(a) Section 5.18(a) of the Company Disclosure Schedule sets forth, with respect to each currently in-force insurance policy under which the operation of the Business is insured by the Company or any Company Subsidiary (the “Company Insurance Policies”), (i) the names of the insurer and the policyholder, (ii) the policy number, (iii) the policy period, coverage line and amount of coverage, and (iv) the premium. Copies of the Company Insurance Policies, which, to the knowledge of the Company, are correct and complete, have been made available to Purchaser.

(b) With respect to each Company Insurance Policy, except as would not reasonably be expected to be material to the Business: (i) such Company Insurance Policy is legal, valid, binding and enforceable in accordance with its terms (subject to the Remedies Exceptions) and is in full force and effect; (ii) to the knowledge of the Company, neither the Company nor any Company Subsidiary is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, under such Company Insurance Policy; (iii) to the knowledge of the Company, no insurer has been declared insolvent or placed in receivership, conservatorship or liquidation; (iv) the limits of such Company Insurance Policy are sufficient to comply with Material Contracts; (v) all premiums due and payable have been timely paid in full; and (vi) no written notice of denial of claim, termination or cancellation under such Company Insurance Policy has been received by the Company or any Company Subsidiary.

5.19 Certain Business Practices. Since January 1, 2022:

(a) None of the Company, any Company Subsidiary, or, to the knowledge of the Company, any of their respective directors, officers, employees or agents (in their capacities as such), has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of any applicable Anti-Corruption Law; or (iii) made any payment in the nature of criminal bribery.

(b) None of the Company, any Company Subsidiary, or, to the knowledge of the Company, any of their respective directors, officers or employees, independent contractors or agents: (i) is or has been a Sanctioned Person; (ii) has directly or knowingly indirectly transacted business with or for the benefit of any Sanctioned Person in violation of applicable Sanctions or otherwise violated applicable Sanctions; or (iii) has violated any Ex-Im Laws in any material respect.

(c) The operations of the Business are and have been conducted at all times in material compliance with applicable requirements of the Anti-Money Laundering Laws and Anti-Corruption Laws. No action, suit or Proceeding involving the Business with respect to Anti-Money Laundering Laws or Anti-Corruption Laws is pending or, to the knowledge of the Company, threatened by or before any Governmental Authority. To the extent required under applicable Anti-Money Laundering Laws, the Company and all Company Subsidiaries have maintained a system or systems of internal control reasonably designed to promote compliance with Anti-Money Laundering Laws.

(d) There are not, and there have not been, any material internal or external investigations, audits, actions or Proceedings pending, or any voluntary or involuntary disclosures made to a Governmental Authority, with respect to any apparent or suspected violation by the Company, any Company Subsidiary, or, to the knowledge of the Company, any of their respective officers, directors, employees (in their capacities as such) or agents of any Anti-Corruption Laws, Sanctions or Ex-Im Laws in connection with the Business.

5.20 Related Party Transactions. No Related Party owns or has an interest (nor, since January 1, 2022, has any Related Party owned or had an interest in), in each case whether directly or indirectly, in any property, asset or right (other than, for the avoidance of doubt, Equity Interests of the Company or a Company Subsidiary owned by any such Related Party) that is used in the conduct of the Business and material to the Business taken as a whole.

5.21 Brokers. Except as set forth on Section 5.21 of the Company Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions that would be required to be paid by Parent or its Affiliates based upon arrangements made by or on behalf of the Company or any Company Subsidiary.

5.22 Personal Property. The Personal Property owned or leased by the Company and used in, held for use in or relating to the operation of the Business has been reasonably maintained in accordance with good business practice, is in good operating condition and repair, ordinary wear and tear excepted, has been installed and maintained in accordance with good workmanlike practices prevailing in the industry at the time of installation and maintenance, and is substantially suitable for its present uses.

5.23 Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article 5 (as modified by the Company Disclosure Schedule), the Company, on behalf of itself and its Affiliates and Representatives, hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company and Company Subsidiaries or its Affiliates and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent, Purchaser or any of their Affiliates or any of their Representatives by, or on behalf of the Company and Company Subsidiaries and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Article 5, none of the Company, the Company Subsidiaries, their respective Affiliates or any of their respective Representatives has made any representation or warranty, whether express or implied, including with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information (whether oral or written) made available to Parent, Purchaser or their respective Affiliates or any of their respective Representatives or any other person, and any such representations or warranties are expressly disclaimed.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES OF

PARENT AND PURCHASER

Except as set forth in the Parent SEC Reports (to the extent the qualifying nature of such disclosure is readily apparent from the content of such Parent SEC Reports, but excluding disclosures referred to in “Forward-Looking Statements”, “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements) and the Parent Disclosure Schedule delivered by Parent in connection with this Agreement, Parent and Purchaser hereby represents and warrants to the Company as follows:

6.1 Organization and Qualification; Subsidiaries.

(a) Parent is a corporation, duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Parent is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not be material to Parent and the Parent Subsidiaries, taken as a whole.

(b) Each Parent Subsidiary, including Purchaser, is an entity, duly incorporated or formed, as applicable, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation (to the extent the applicable jurisdiction recognizes such concept) and has the requisite corporate or limited liability company power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. Each Parent Subsidiary is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that would not, individually or in the aggregate, be material to Parent and the Parent Subsidiaries, taken as a whole.

(c) A true and complete list of all the Parent Subsidiaries, together with the jurisdiction of incorporation or formation, as applicable, of each Parent Subsidiary and the number of shares and percentage of the outstanding Equity Interests of each Parent Subsidiary owned by Parent and each other Parent Subsidiary, is set forth in Section 6.1(c) of the Parent Disclosure Schedule, and there are no Equity Interests issued or outstanding in any Parent Subsidiary except as set forth thereon. Except with respect to the Parent Subsidiaries, Parent does not directly or indirectly own (nor is party to any agreement or arrangement to own or acquire) any Equity Interest in, or any interest convertible into or exchangeable or exercisable for any Equity Interest in, any corporation, partnership, joint venture or business association or other entity.

6.2 Organizational Documents. Parent and Purchaser have heretofore furnished to the Company complete and correct copies of the Parent Organizational Documents and the organizational documents of each Parent Subsidiary, with all amendments thereto as of the date hereof. Such organizational documents are in full force and effect as of the date hereof and neither Parent nor any Parent Subsidiary is in material violation of any provision thereunder.

6.3 Capitalization.

(a) As of the date of this Agreement, the authorized capital stock of Parent consists of (i) 170,000,000 shares of Parent Class A Common Stock, (ii) 50,000,000 shares of Parent Class B Common Stock, (iii) 30,000,000 shares of Parent Class C Common Stock, and (iv) 10,000,000 shares of preferred stock, par value $0.01 per share (“Parent Preferred Stock”). As of the date of this Agreement, (i) 41,323,741 shares of Parent Class A Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable and not subject to any preemptive rights, (ii) 5,413,197 shares of Parent Class B Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable and not subject to any preemptive rights, (iii) no shares of Parent Class C Common Stock are issued and outstanding, (iv) no shares of Parent Class A Common Stock or Parent Class B Common Stock are held in the treasury of Parent, and (v) no shares of Parent Preferred Stock designated as “Series A Convertible Preferred Stock” (“Series A Preferred Stock”) are issued and outstanding.

(b) All outstanding shares of Parent Class A Common Stock and Parent Class B Common Stock (i) have been duly authorized, validly issued and fully paid, are non-assessable, are not subject to preemptive rights and were issued in compliance in all material respects with applicable Laws and any contract to which Parent is a party governing the issuance of such securities; (ii) were not issued in violation of the Parent Organizational Documents, (iii) are free and clear of all Liens, other than transfer restrictions under applicable securities Laws and the Parent Organizational Documents; and (iv) are not subject to or in violation of, any purchase option, call option, right of first refusal or offer, preemptive right, subscription right or any similar right under any provision of any applicable Law, the Parent Organizational Documents or any contract to which Parent is a party or otherwise bound.

(c) Except as set forth on Section 6.3(c) of the Parent Disclosure Schedule, there are no options, restricted stock, phantom stock, preemptive rights, warrants, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments relating to the issued or unissued Equity Interests of Parent or any Parent Subsidiary or obligating Parent or any Parent Subsidiary to issue or sell any shares of Equity Interests of, or other equity or voting interests in, or any securities convertible into or exchangeable or exercisable for Equity Interests in, Parent or any Parent Subsidiary. Except as set forth on Section 6.3(c) of the Parent Disclosure Schedule, other than the awards granted under the Parent Equity Incentive Plans, neither Parent nor any Parent Subsidiary has granted any equity appreciation rights, profit interests or profit participation rights, participations, phantom equity, restricted shares, restricted share units, performance shares, contingent value rights or similar securities or rights that are derivative of, or provide economic benefits based on the value or price of, any Equity Interests in Parent or any Parent Subsidiary.

(d) There are no outstanding contractual obligations of Parent or any Parent Subsidiary to repurchase, redeem or otherwise acquire any Equity Interests of Parent or any Parent Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person other than a Parent Subsidiary.

(e) Section 6.3(e) of the Parent Disclosure Schedule sets forth a list of all indebtedness of Parent for borrowed money as of the date of this Agreement, including the outstanding amount of such indebtedness of Parent for borrowed money as of the date of this Agreement and the debtor and the creditor thereof.

6.4 Authority Relative to This Agreement. Each of Parent and Purchaser have all requisite corporate power and authority to enter into this Agreement and any other Transaction Documents to which it is a party thereto and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in each case, subject to the consents, approvals, authorizations and other requirements described in Section 6.5 and the approval and adoption of this Agreement by the Required Parent Stockholder Approval at the Parent Stockholders’ Meeting. The execution and delivery of this Agreement by Parent and the consummation by Parent of the Transactions have been duly and validly authorized by the Parent Board and, upon receipt of the Required Parent Stockholder Approval, no other corporate proceedings on the part of Parent or the Parent Holders are necessary to authorize the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Purchaser, and, assuming due authorization and execution by the other Party, constitutes the valid and binding agreement of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms, subject to the Remedies Exceptions. Each Transaction Document to be executed by Parent and Purchaser at or prior to the Closing will be, when executed and delivered by Parent and Purchaser, duly and validly executed and delivered and, assuming due authorization and execution by each other Party thereto and the consummation of the Closing, will constitute a valid and binding obligation of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms, subject to any applicable Remedies Exception.

6.5 No Conflict; Required Filings and Consents.

(a) The execution, delivery and performance of this Agreement or any other Transaction Document (to which Parent or Purchaser is or will be a party) by Parent and Purchaser does not, and subject to receipt of the consents, approvals, authorizations or permits, filings, registrations and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 6.5(b), and assuming all other required filings, waivers, approvals, consents, authorizations, registrations and notices disclosed in Section 6.5(b) of the Parent Disclosure Schedule have been made, obtained or given, the performance of this Agreement or any other Transaction Document (to which Parent or Purchaser is or will be a party) by Parent and Purchaser, will not, with or without notice or lapse of time: (i) conflict with, result in a breach or default of any provision of, or violate, the Parent Organizational Documents or the organizational documents of any Parent Subsidiary, (ii) conflict with or violate any Law applicable to Parent or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is bound or affected or (iii) result in any breach of or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of consent, notice, termination, amendment, acceleration or cancellation of (other than pursuant to any Parent Plan), or result in the creation of a material Encumbrance on any property or asset of Parent or any Parent Subsidiary pursuant to, any contract to which Parent or any Parent Subsidiary is a party or by which their respective assets are bound, except, with respect to clauses (ii) and (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole.

(b) The execution and delivery of this Agreement by Parent does not, and the performance of this Agreement by Parent will not, require any consent, approval, authorization, registration or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, Blue Sky Laws and state takeover laws, or (ii) where the failure to obtain such consents, approvals, authorizations, registrations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole.

6.6 Permits; Compliance. Each of Parent and the Parent Subsidiaries (i) is and, since January 1, 2022, has been in compliance in all material respects with any and all Laws applicable to Parent and the Parent Subsidiaries or its business, properties or assets, except for failures to comply or violations which would not be materially adverse to Parent and the Parent Subsidiaries, taken as a whole, or reasonably expected to materially interfere with the Transactions, and (ii) is in possession of all permits necessary for Parent or such Parent Subsidiary, as applicable to own, lease and operate its properties (including the Parent Leased Real Property) or carry on its business as it is now being conducted (the “Parent Permits”), except where the failure to have such Parent Permit would not be materially adverse to Parent and the Parent Subsidiaries, taken as a whole, and no suspension or cancellation of any of the Parent Permits is pending or, to the knowledge of Parent, threatened in writing. Since January 1, 2022, (x) neither Parent nor any Parent Subsidiary has been sanctioned, fined or penalized for any violation of or failure to comply with any applicable Law, (y) neither Parent nor any Parent Subsidiary is, or has been, in conflict with, or in default, breach or violation of, any Parent Permit and (z) neither Parent nor any Parent Subsidiary has received any written inspection, report, notice of adverse finding, warning letter, resolution, writ, untitled letter or other correspondence with or from any Governmental Authority alleging or asserting non-compliance with applicable Laws or any Parent Permit by Parent or any of the Parent Subsidiaries, except, with respect to clauses (x), (y) and (z), for any such conflicts, defaults, breaches or violations that would not, individually or in the aggregate, reasonably be expected to be materially adverse to Parent and the Parent Subsidiaries, taken as a whole.

6.7 SEC Filings: Financial Statements: Sarbanes-Oxley.

(a) Parent has timely filed all prospectuses, registration statements, forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed by it with the SEC since formation, together with any amendments, restatements or supplements thereto (collectively, the “Parent SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents, including any exhibits thereto required to be filed by it with the SEC subsequent to the date of this Agreement through the Closing Date (collectively, the “Additional Parent SEC Reports”), pursuant to the Exchange Act or the Securities Act. Parent has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by Parent with the SEC to all agreements, documents and other instruments that previously had been filed by Parent with the SEC and are currently in effect. As of their respective dates, (i) the Parent SEC Reports were, and the Additional Parent SEC Reports will be, in compliance in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, and the rules and regulations promulgated thereunder and (ii) the Parent SEC Reports did not, at the time they were filed, or, if amended, as of the date of such amendment, and the Additional Parent SEC Reports will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, in the case of any Parent SEC Report or Additional Parent SEC Report that is a registration statement, or include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in the case of any other Parent SEC Report or Additional Parent SEC Report. Each director and executive officer of Parent has filed with the SEC on a timely basis all documents required with respect to Parent by Section 16(a) of the Exchange Act and the rules and regulations thereunder.

(b) Each of the financial statements (including, in each case, any notes thereto) contained or incorporated by reference in the Parent SEC Reports or Additional Parent SEC Reports (i) was or will be prepared in accordance with GAAP (applied on a consistent basis) and Regulation S-X and Regulation S-K, as applicable, throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC); (ii) complied or will comply, as applicable, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof; and (iii) fairly presents or will fairly present, in all material respects, the financial position, results of operations, changes in stockholders equity and cash flows of Parent as at the respective dates thereof and for the respective periods indicated therein.

(c) Except as and to the extent set forth in the Parent SEC Reports, none of Parent or any Parent Subsidiary has any liability or obligation of a nature (whether accrued, absolute, contingent or otherwise) required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities and obligations arising in the ordinary course of business of Parent.

(d) Except as set forth on Section 6.7(d) of the Parent Disclosure Schedule, Parent is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq.

(e) Parent has established and maintains disclosure controls and procedures (as defined in Rule 13a-15 under the Exchange Act). Such disclosure controls and procedures are reasonably designed to ensure that all material information relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and made known on a timely basis to the individuals responsible for the preparation of Parent’s filing with the SEC and the other public disclosure documents. Such disclosure controls and procedures are effective in timely alerting Parent’s principal executive officer and principal financial officer to material information required to be included in Parent’s periodic reports required under the Exchange Act. Parent has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 under the Exchange Act) designed to provide reasonable assurance regarding the reliability of Parent’s financial reporting and the preparation of Parent’s financial statements for external purposes in accordance with GAAP.

(f) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent, and Parent has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(g) Neither Parent (including any employee thereof) nor, to the knowledge of Parent, any of its independent auditors has identified, been made aware of, or received any written complaint, allegation, assertion or claim that, (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by Parent or Parent Subsidiary, (ii) any fraud, whether or not material, that involves Parent’s management or other employees of Parent or any Parent Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by Parent or any Parent Subsidiary or (iii) any claim or allegation regarding any of the foregoing.

(h) As of the date hereof, there are no outstanding comments from the SEC with respect to the Parent SEC Reports. To the knowledge of Parent and since January 1, 2022, none of the Parent SEC Reports filed on or prior to the date hereof has been or is subject to ongoing SEC review or investigation as of the date hereof.

(i) Notwithstanding the foregoing, none of the representations and warranties of Parent set forth herein shall apply to any statement or information in the Parent SEC Reports or in any filing made by Parent in connection with the Transactions that relates to changes to historical accounting policies of Parent in connection with any order, directive, guideline, comment or recommendation from the SEC or Parent’s auditor or accountant that is applicable to Parent (collectively, the “SEC Guidance”), nor shall any correction, revision, amendment or restatement of Parent’s financial statements due to the SEC Guidance result in a breach of any representation or warranty by Parent.

6.8 Absence of Certain Changes or Events. Since September 30, 2023, and on and prior to the date of this Agreement, except as otherwise reflected in the Parent SEC Reports, as set forth on Section 6.8 of the Parent Disclosure Schedule or expressly contemplated by this Agreement, (a) Parent and the Parent Subsidiaries have conducted their respective businesses in all material respects in the ordinary course of business, (b) there has not been a Material Adverse Effect on Parent and Purchaser, and (c) Parent and Purchaser have not taken any of the following actions:

(b) incurred, assumed, guaranteed or discharged any Liability constituting Indebtedness;

(c) canceled, compromised, knowingly waived or released any material right or claim (or series of related rights and claims) under any Material Contract, Parent Lease or Intellectual Property or any other material right or claim of Parent or Purchaser (which includes all rights under any confidentiality provisions of any Contract of Parent or any Parent Subsidiary), or disclosed any material trade secret of Parent or any Parent Subsidiary;

(d) canceled, compromised, knowingly waived or released any right, claim or Account Receivable involving amounts that exceed $100,000 in the aggregate;

(e) committed to make any capital expenditure (or series of related capital expenditures) involving amounts that exceed $100,000 in the aggregate;

(g) modified the Parent Organizational Documents;

(h) implemented any material change in any method of accounting or accounting practice, except as required by GAAP or disclosed on Parent’s financial statements;

(j) incurred any Lien (other than a Permitted Lien) upon its properties, share capital or assets, tangible or intangible;

(m) made any material change in the rate of compensation (including salary and wages), commission, bonus or other direct or indirect remuneration payable, or agreed to pay, conditionally or otherwise, any material bonus, incentive, retention or other compensation, any change in control payment, retirement, welfare, fringe or termination or severance benefit or vacation pay, to or in respect of any member of senior management of Parent or any Parent Subsidiary, other than increases and payments in the ordinary course of business consistent with past practice;

(n) encountered any labor union organizing activity or had any actual or overtly threatened employee strikes, work stoppages, slowdowns or lockouts;

(q) entered into any Contract that is a Material Contract or Parent Lease, other than in the ordinary course of business;

(r) accelerated, terminated, materially modified or cancelled any Material Contract or Parent Lease, other than in the ordinary course of business;

(s) adopted a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other material reorganization;

(t) failed to file any income or other material Tax Return or pay any material Taxes when due; made or changed any material Tax election; changed any annual Tax accounting period; adopted or changed any material Tax accounting method; filed any amended Tax Return; entered into any closing agreement with respect to Taxes; settled any material Tax claim or Tax assessment relating to Parent or any Parent Subsidiary; or consented to any extension or waiver of the limitation period applicable to any material Tax claim or assessment relating to Parent or any Parent Subsidiary;

(u) settled any pending or threatened Proceeding requiring the payment of $25,000 individually or $50,000 in total, in each case, net of any insurance proceeds; or

(v) authorized, agreed, resolved or committed (on a contingent basis or otherwise) to any of the foregoing.

6.9 Absence of Litigation. There is no Action pending or, to the knowledge of Parent, threatened against Parent or any Parent Subsidiary, or any property or asset of Parent or any Parent Subsidiary, or any employee, officer or director of Parent or a Parent Subsidiary (in their capacity as such) that would, individually or in the aggregate, reasonably be expected to be material to Parent or any Parent Subsidiary. Neither Parent nor any Parent Subsidiary nor any property or asset of Parent or any Parent Subsidiary, nor any employee, officer or director of Parent or a Parent Subsidiary (in their capacity as such) is subject to any material continuing or outstanding obligation pursuant to any Order (excluding customary confidentiality, non-disparagement, and similar provisions) that would, individually or in the aggregate, reasonably be expected to be material to Parent or any Parent Subsidiary.

6.10 Employee Benefit Plans.

(a) Section 6.10(a) of the Parent Disclosure Schedule includes a current, true and complete list of, as of the date of this Agreement, all material Parent Plans.

(b) With respect to each Parent Plan, Parent has made available to the Company, as applicable, (i) a true and complete copy of the current plan document and all amendments thereto and any summaries of material modifications, (ii) copies of the most recent IRS Form 5500 annual reports and (iii) copies of the most recently received IRS determination or opinion letter for each such Parent Plan.

(c) Neither Parent nor any Parent ERISA Affiliate contributes to or has any obligation to contribute to, or has at any time within six (6) years prior to the Closing Date contributed to or had an obligation to contribute to, or has or has had any Liability (contingent or otherwise) under, and no employee benefit plan of Parent or any Parent Subsidiary is or was within the past six (6) years, (i) a Multiemployer Plan, (ii) a plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, (iii) a “multiple employer plan” within the meaning of Section 413(c) of the Code or (iv) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA.

(d) None of the Parent Plans provide, nor does Parent or any Parent Subsidiary have any obligation to provide, retiree medical or life insurance to any current or former employee, officer, director or consultant of Parent or any Parent Subsidiary after termination of employment or service except as may be required under Section 4980B of the Code and Parts 6 and 7 of Title I of ERISA and the regulations thereunder or any analogous state Law or for which the recipient pays the full cost of coverage.

(e) Except as would not result in a Material Adverse Effect, (i) each Parent Plan was established and has been adopted and administered in accordance with its terms and the requirements of all applicable Laws including ERISA and the Code and (ii) Parent and the Parent Subsidiaries have performed all obligations required to be performed by them under, are not in default under or in violation of, and have no knowledge of any default or violation by any party to, any Parent Plan.

(f) Except as would not result in a Material Adverse Effect, neither Parent nor any Parent Subsidiary or, to the knowledge of Parent, any other “fiduciary” (as defined in Section 3(21) of ERISA) has any Liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any Parent Plan.

(g) No Action is pending or, to the knowledge of Parent, threatened with respect to any Parent Plan or the assets of any Parent Plan (other than claims for benefits in the ordinary course) and, to the knowledge of Parent, no fact or event exists that would reasonably be expected to give rise to any such Proceeding, except as would not reasonably be material to Parent and the Parent Subsidiaries, taken as a whole. To Parent’s knowledge, no Plan is, or in the last three (3) years has been, the subject of an examination or audit by any Governmental Authority or the subject of an application or filing under, or a participant in, a government-sponsored amnesty, voluntary compliance, self-correction or similar program, except as would not reasonably be material to Parent and the Parent Subsidiaries, taken as a whole.

(h) Each Parent Plan that is intended to be qualified under Section 401(a) of the Code either has received a favorable determination letter from the IRS or is a prototype plan that is subject to a favorable opinion letter from the IRS, in either case upon which Parent can rely, and to Parent’s knowledge nothing has occurred that has, or would reasonably be expected to, adversely affect the qualified status of any such Parent Plan or the exempt status of any related trust.

(i) Except as contemplated under this Agreement, neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or in connection with any other event: (i) result in any material payment or benefit becoming due to or result in the forgiveness of any material indebtedness of any current or former employee, officer, director, consultant and/or other service provider of Parent or any Parent Subsidiary under any Parent Plan, (ii) materially increase any amount of compensation or benefits otherwise payable to any current or former employee, officer, director, consultant or other service provider of Parent or any Parent Subsidiary under any Parent Plan, (iii) result in the acceleration of the time of payment, or trigger any funding or vesting of any benefits to any current or former employee, officer, director, consultant and/or other service provider of Parent or any Parent Subsidiary under any Parent Plan or (iv) result in any payments or benefits that, individually or in combination with any other payment or benefit, could reasonably be expected to result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code or in the imposition of an excise Tax under Section 4999 of the Code.

(j) Neither Parent nor any Parent Subsidiary has a material obligation to indemnify, “gross up,” compensate, reimburse or make whole any current or former employee, officer, director, consultant or other service provider of Parent or any Parent Subsidiary for any Taxes, including any Taxes imposed under Section 4999 or Section 409A of the Code.

(k) Except as would not result in a Material Adverse Effect, neither Parent nor any Parent Subsidiary has incurred any Liability for any Tax or civil penalty imposed under Chapter 43 of the Code or Sections 409 or 502 of ERISA that has not been satisfied in full.

(l) Except as would not result in a Material Adverse Effect, each Parent Plan that constitutes a deferred compensation plan within the meaning of Section 409A of the Code that is subject to Section 409A of the Code has been maintained in all respects, in form and operation, in accordance with the requirements of Sections 409A of the Code and applicable guidance thereunder.

(m) Except as would not result in a Material Adverse Effect, each Parent Plan subject to the Laws of any jurisdiction outside the United States (each, a “Non-U.S. Parent Plan”) (i) has within the past three (3) years been maintained and administered in accordance with its terms and the requirements of all applicable Laws, (ii) if intended to qualify for special tax treatment, meets all the requirements for such treatment, and (iii) if required by applicable Law or the terms of the Parent Plan, to any extent, to be funded, book-reserved or secured by an insurance policy, is funded, book-reserved or secured by an insurance policy, as applicable. No Non-U.S. Parent Plan or Employee Benefit Plan maintained by a Governmental Authority to which Parent or any Parent Subsidiary is required to contribute to pursuant to applicable Law is a “defined benefit plan” (as defined in ERISA, whether or not subject to ERISA).

6.11 Labor and Employment Matters.

(a) No employee of Parent or any Parent Subsidiary is, to the knowledge of Parent, represented by a Union and neither Parent nor any Parent Subsidiary is a party to, subject to, or bound by a Collective Bargaining Agreement, nor is there any duty on the part of Parent or any Parent Subsidiary to bargain or consult with, or provide notice to, any Union which is representing any employee of Parent or any Parent Subsidiary, in connection with the execution of this Agreement or the Transactions. There are and, for the prior three (3) years were, to the knowledge of Parent, no strikes lockouts, work stoppages, slowdowns, threatened unfair labor practice charges, material grievances, material labor arbitrations, picketing, hand billing or other material labor dispute with respect to any employees of Parent or any Parent Subsidiaries, in each case, pursuant to the National Labor Relations Act. There are and, for the prior three (3) years have been, no union certification or representation petitions or demands with respect to Parent or any Parent Subsidiaries or any of their employees and, to the knowledge of Parent, no union organizing campaign or similar effort is pending or threatened with respect to Parent, any Parent Subsidiaries, or any of their employees.

(b) Except, in each case, as would not result in a Material Adverse Effect, neither Parent nor any Parent Subsidiary is liable for any arrears of wages, penalties or other sums for failure to comply with any of the foregoing.

(c) Except, in each case, as would not result in a Material Adverse Effect, each of Parent and the Parent Subsidiaries: (i) has taken reasonable steps to properly classify and treat all of their employees as “employees” and independent contractors as “independent contractors”; (ii) has taken reasonable steps to properly classify and treat all of their employees as “exempt” or “non-exempt” from overtime requirements under applicable Law; (iii) has maintained legally adequate records regarding the service of all of their employees, including, where required by applicable Law, records of hours worked; (iv) is not delinquent in any material payments to, or on behalf of, any current or former employees or independent contractors for any services or amounts required to be reimbursed or otherwise paid; (v) has withheld, remitted and reported all material amounts required by Law or by agreement to be withheld, remitted and reported with respect to wages, salaries, end of service and retirement funds, superannuation and social security benefits and other payments to any current or former independent contractors or employees; and (vi) is not liable for any material payment to any trust or other fund governed by or maintained by or on behalf of any Governmental Authority with respect to unemployment compensation benefits, social security or other benefits or obligations for any current or former independent contractors or employees (other than routine payments to be made in the ordinary course of business).

(d) To the knowledge of Parent, (i) no employee or independent contractor of Parent or any Parent Subsidiary is in violation of any term of any employment contract, consulting contract, non-disclosure agreement, common law non-disclosure obligation, non-competition agreement, non-solicitation agreement, proprietary information agreement or any other agreement relating to confidential or proprietary information, intellectual property, competition or related matters; and (ii) the continued employment by Parent and the Parent Subsidiaries of their respective employees, and the performance of the contracts with Parent and the Parent Subsidiaries by their respective independent contractors, will not result in any such violation, that would, in each case, cause material liability to Parent.

6.12 Real Property; Title to Assets.

(a) Section 6.12(a) of the Parent Disclosure Schedule lists the owner entity and street address of all the real property owned by any Parent or Parent Subsidiary (the “Parent Owned Real Property”).

(b) Section 6.12(b) of the Parent Disclosure Schedule lists the street address of each of the Parent Leased Real Properties and also sets forth a list of each lease, sublease, license or other agreement pursuant to which Parent or any Parent Subsidiary leases, subleases, licenses or otherwise uses or occupies the Parent Leased Real Property (each, a “Parent Lease”), with the street address and name of each other party thereto.

(c) True and complete copies of all the Parent Leases and each guaranty, amendment, modification, restatement or supplement thereto (collectively, the “Parent Lease Documents”) have been made available to the Company.

(d) Except as set forth in Section 6.12(d) of the Parent Disclosure Schedule or that does not, individually or in the aggregate, constitute a Material Adverse Effect:

(i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than Parent or the Parent Subsidiaries the right to use or occupy all or any portion of the Parent Real Property; (ii) all Parent Leases are in full force and effect, are valid, binding and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, against Parent or the Parent Subsidiaries, as applicable, and, to the knowledge of Parent, the other parties thereto; and there is not, under any of such Parent Leases, any existing default or event of default by Parent or any Parent Subsidiary or, to the knowledge of Parent, by the other party to such Parent Leases; and

(iii) to Parent’s knowledge, there are no material disputes with respect to any of the Parent Lease Documents.

(e) Each of Parent and the Parent Subsidiaries has legal and valid title to, or, in the case of the Parent Leased Real Property, valid leasehold or sub-leasehold interests in, all of its assets, tangible and intangible, personal and mixed, used or held for use in its Business, except as would not reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole.

(f) Except as set forth on Section 6.12(f) of the Parent Disclosure Schedule or as would not reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole, the Parent Real Property is free and clear of all Liens other than Permitted Liens.

6.13 Intellectual Property; Data Privacy and Information Security.

(a) As of the date of this Agreement, Section 6.13(a) of the Parent Disclosure Schedule contains a true and complete list of all patents, patent applications, Trademark registrations and applications, copyright registrations and applications and domain name registrations, in each case, owned or purported to be owned by Parent or a Parent Subsidiary (“Parent Registered IP”). The Parent Registered IP is subsisting and, to the Company’s knowledge, valid and enforceable.

(b) Parent or one of the Parent Subsidiaries owns or otherwise has sufficient right to use all material Intellectual Property used in connection with the Business of Parent and the Parent Subsidiaries as currently conducted.

(c) Parent and the Parent Subsidiaries (i) have paid all fees associated with maintaining and advertising on and through social media accounts and handles, and (ii) to the knowledge of Parent, are in material compliance with all applicable Laws and terms of use, terms of service, and other Contracts and all associated policies and guidelines relating to its use of any social media platforms, sites, or services in the conduct of their respective Businesses. No Person has made any claims or allegations against Parent or one of the Parent Subsidiaries concerning any violation of law or any Person’s rights in connection with the use of those social media accounts and handles.

(d) Parent and the Parent Subsidiaries have taken commercially reasonable measures to maintain in confidence all material Trade Secrets and other material Confidential Information constituting Parent Owned IP or otherwise possessed by Parent or any Parent Subsidiary in connection with the Businesses of Parent and the Parent Subsidiaries, including by requiring each Person who has had access to such Trade Secrets and Confidential Information to execute an agreement that requires such Person to maintain the confidentiality of the same. To Parent’s knowledge, there has been no unauthorized access to or disclosure of any such Trade Secrets or Confidential Information.

(e) As of the date of this Agreement, there are no Proceedings pending or, to Parent’s knowledge, threatened (including interference, re-examination, inter parties review, reissue, opposition, nullity or cancellation proceedings) (i) contesting the validity, ownership, scope or use of any Parent Owned IP or (ii) making a claim against Parent or any Parent Subsidiary alleging any infringement, misappropriation or other violation of any Intellectual Property rights of any person. Neither the operation of the respective Businesses of Parent and the Parent Subsidiaries, nor the use of the Parent Owned IP by Parent or any Parent Subsidiary, infringes, misappropriates or otherwise violates, or has infringed, misappropriated, or otherwise violated in the last three (3) years, any Intellectual Property of any person in any material respect. To the knowledge of Parent, no person is infringing, misappropriating or otherwise violating, or has infringed, misappropriated, or otherwise violated in the last three (3) years, any of the Parent Owned IP. Neither Parent nor any of the Parent Subsidiaries has received from or sent to any Person any written notice alleging any infringement, misappropriation or other violation of, including any invitations to license or desist from using any, Intellectual Property.

(f) All past and present employees, consultants, independent contractors, management employees, founders or other persons who have created, conceived or developed material Intellectual Property for Parent or a Parent Subsidiary have executed valid and enforceable written agreements with Parent or one of the Parent Subsidiaries, pursuant to which such persons assigned to Parent or the applicable Parent Subsidiary all of their entire right, title and interest in and to any Intellectual Property created, conceived or otherwise developed by such person in the course of and related to his, her or its relationship with Parent or the applicable Parent Subsidiary, or such rights have been solely and exclusively assigned to Parent or one of the Parent Subsidiaries by operation of law. To Parent’s knowledge, no such person (i) is in violation of any such agreement, (ii) owns any Intellectual Property used by or held for use by for Parent or a Parent Subsidiary or (iii) has made any claims with respect to, or has any right, license, claim or interest whatsoever in, such Intellectual Property.

(g) The consummation of the transactions contemplated by this Agreement or any Transaction Document will not (and no event has occurred that would with or without notice or lapse of time or both) (i) result in any third party having or receiving any license, right, permission, covenant-not-to-sue or other authorization in or to any Parent Owned IP, (ii) to Parent’s knowledge, result in a material violation of any Parent Data Privacy/Security Requirements, or (iii) except as would not otherwise be material to Parent or a Parent Subsidiary, taken as a whole, require the consent, waiver or authorization of, or declaration, filing or notification to, any Person under any Parent Data Privacy/Security Requirement.

(h) The Parent IT Systems, in all material respects, (i) are adequate for, and operate and perform in accordance with their documentation and functional specifications and otherwise as required in connection with, the operation of the Business of Parent and the Parent Subsidiaries, (ii) are free from bugs, errors or other defects, (iii) have not malfunctioned, crashed, failed, experienced denial of service attacks or continued substandard performance or other adverse events within the past three (3) years, and (iv) do not contain any Malicious Code. Parent and each Parent Subsidiary has implemented and maintains anti-malware, anti-virus, backup, security, business continuity, and disaster recovery measures and technology consistent with industry standard practices.

(i) Parent and each Parent Subsidiary complies, and has in the past three (3) years complied in all material respects, with (i) its internal and external privacy and data security policies, (ii) all applicable and binding rules of self-regulatory organizations and codes of conduct, including the Payment Card Industry Data Security Standard (PCI DSS), (iii) all Information Privacy and Security Laws, and (iv) all contractual obligations concerning information security and data privacy (including the Processing of Personal Information) (collectively, the “Parent Data Privacy/Security Requirements”). There are no, and have not been in the last three (3) years, any Proceedings pending by or, to the knowledge of Parent, threatened against either Parent or a Parent Subsidiary concerning any Parent Data Privacy/Security Requirement or compliance therewith or violation thereof.

(j) Parent and each of the Parent Subsidiaries has implemented and maintains a comprehensive information security plan (a “Parent Security Plan”), which includes commercially reasonable physical, technical, organizational and administrative data security safeguards designed to protect the confidentiality, availability, integrity and security of the Parent IT Systems and the information and data stored therein (including Personal Information and other sensitive information) from loss, damage, misuse or unauthorized use, access, modification, destruction, or disclosure, including cybersecurity and malicious insider risks. The Parent Security Plan conforms, and at all times has conformed in all material respects with, the Parent Data Privacy/Security Requirements and any public statements made by Parent or the Parent Subsidiaries regarding the Parent Security Plan. In the past three (3) years, there has been no (i) material loss, damage, misuse or unauthorized use, access, modification, destruction, or disclosure, or other breach of security of the Personal Information maintained by or on behalf of Parent or any of the Parent Subsidiaries (including, but not limited to, any event that would give rise to a breach or incident for which notification by Parent or a Parent Subsidiary to individuals and/or Governmental Authorities is required under Parent Data Privacy/Security Requirements), (ii) phishing, social engineering, or business email compromise incident that has resulted in a material monetary loss or that has otherwise been or would reasonably be expected to be, individually or in the aggregate, material to the Business of Parent or the Parent Subsidiaries, or (iii) material breaches or unauthorized intrusions of the security of any Parent IT Systems.

6.14 Taxes.

(a) All income and all other material Tax Returns required to be filed by, or on behalf of, Parent and each Parent Subsidiary have been duly and timely filed (taking into account any extension of time to file), and each such Tax Return is true, correct and complete in all material respects.

(b) All income and all other material Taxes owed by Parent and each Parent Subsidiary (whether or not shown on any Tax Return) have been paid in full.

(c) Parent and each Parent Subsidiary have withheld from amounts owing to any employee, creditor or other Person all Taxes required by Law to be withheld by Parent or such Parent Subsidiary, as applicable, and have paid over to the proper Tax Authority in a timely manner all such withheld amounts required to have been so paid over, and have complied with all applicable reporting requirements with respect to such Taxes.

(d) Neither Parent nor any Parent Subsidiary has received any written claim from any Tax Authority for unpaid Taxes of Parent or such Parent Subsidiary, as applicable, that has not been paid or resolved, and no assessment, deficiency or adjustment has been asserted, proposed or threatened in writing by any Tax Authority with respect to any Taxes or Tax Returns of Parent or any Parent Subsidiary, in each case that has not been paid or resolved.

(f) Neither Parent nor any Parent Subsidiary has received written notice of any claim from a Tax Authority in a jurisdiction in which Parent or such Parent Subsidiary, as applicable, does not file Tax Returns that Parent or such Parent Subsidiary, as applicable, is or may be subject to Tax in such jurisdiction.

(g) There are no Liens for Taxes upon any of the assets of Parent or any Parent Subsidiary except for Permitted Liens.

(h) Neither Parent nor any Parent Subsidiary is party to, is bound by or has an obligation under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement, in each case, other than any agreement, contract or arrangement (i) the primary purpose of which does not relate to Taxes, or (ii) to which solely one or more of Parent and/or any Parent Subsidiary is a party.

(i) Neither Parent nor any Parent Subsidiary has engaged in or entered into a “listed transaction” within the meaning of Section 6707A(c) of the Code and Treasury Regulations Section 1.6011-4(b).

(j) Neither Parent nor any Parent Subsidiary has waived any statute of limitations or agreed to any extension of the period for assessment or collection of any Tax, in each case, which waiver or extension has not since expired.

(k) Neither Parent nor any Parent Subsidiary is or has been in the last five (5) years a “United States real property holding corporation” within the meaning of Section 897 of the Code.

(l) Neither Parent nor any Parent Subsidiary has any material liability for the Taxes of any person (other than, in the case of Parent, any Parent Subsidiary, and in the case of any Parent Subsidiary, each other Parent Subsidiary and Parent) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. law) or as a transferee or successor (or otherwise by operation of law).

(m) Neither Parent nor any Parent Subsidiary will be required to include any material amount, or exclude any material item of deduction or loss, from taxable income for any taxable period (or portion thereof) ending after the Closing Date (i) as a result of any installment sale or open transaction disposition made prior to the Closing, (ii) as a result of any prepaid amount received prior to the Closing, (iii) as a result of any change in method of accounting for a taxable period ending on or prior to the Closing Date, (iv) as a result of any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or non-U.S. Tax Law), (v) as a result of any use of an improper method of accounting prior to the Closing, or (vi) by reason of Section 965(a) of the Code or an election pursuant to Section 965(h) of the Code (or any similar provision of state, local or non-U.S. Tax Law).

6.15 Environmental Matters. Except for matters that are not and would not reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole:

(a) Parent and the Parent Subsidiaries are now, and have been during the three (3) years prior to the date hereof, in compliance with all Environmental Laws, which compliance includes obtaining and complying with any permits required by Environmental Law for the operations of Parent and the Parent Subsidiaries, and neither Parent nor any Parent Subsidiary has received any written communication from any Person that alleges that Parent or any Parent Subsidiary is in violation of, or has liability or obligations under, any Environmental Law or any permit issued pursuant to Environmental Law;

(b) there are no Environmental Claims or Orders pending or, to the knowledge of Parent, threatened, against Parent or any Parent Subsidiary;

(c) there have been no Releases of, or exposure to, any Hazardous Material at, on, under or migrating from any real property (including any facilities or structures located thereon) currently, or to the knowledge of Parent, formerly owned, leased or operated by Parent, any Parent Subsidiaries, or any of their respective predecessors, in each case, that would reasonably be expected to form the basis of any Environmental Claim against, or otherwise result in Liability under Environmental Law of, Parent or any Parent Subsidiaries; and

(d) neither Parent nor any Parent Subsidiary has retained or assumed, either contractually or, to the knowledge of Parent, by operation of Law, any Liabilities of another Person that would reasonably be expected to form the basis of any Environmental Claim against, or otherwise result in Liability under Environmental Law of, Parent or any Parent Subsidiaries.

6.16 Material Contracts.

(a) Section 6.16(a) of the Parent Disclosure Schedule lists the following types of contracts and agreements to which Parent or any Parent Subsidiary is a party or by which any of their respective assets is bound (such contracts and agreements as are required to be set forth Section 6.16(a) of the Parent Disclosure Schedule (excluding any Parent Plan listed on Section 6.10(a) of the Parent Disclosure Schedule and excluding the Parent Leases) being the “Parent Material Contracts”):

(i) each contract and agreement with consideration paid to or payable by Parent or any of the Parent Subsidiaries of more than $100,000 (in cash or other consideration, including barter), in the aggregate, over any twelve (12)-month period (other than purchase orders, invoices or statements of work entered into in the ordinary course of business); (ii) all contracts or agreements with any employee, consultant or other service provider of Parent or any of the Parent Subsidiaries that provide for change in control, retention or similar payments or benefits contingent upon, accelerated by or triggered by the consummation of the transactions contemplated hereby;

(iii) all contracts and agreements evidencing indebtedness for borrowed money in an amount greater than $100,000, and any pledge agreements, security agreements or other collateral agreements in which Parent or any Parent Subsidiary granted to any person a security interest in or Lien on any of the property or assets of Parent or any Parent Subsidiary, and all agreements or instruments guarantying the debts or other obligations of any person;

(iv) any Collective Bargaining Agreement between Parent or any of the Parent Subsidiaries, on the one hand, and any Union, on the other hand;

(v) all partnership, joint venture or similar agreements;

(vi) all “material contracts” (as such term is defined in Item 601(b)(10) of Regulation S-K);

(vii) all contracts and agreements related to any material acquisitions or dispositions by Parent or any Parent Subsidiary of any assets or business of any Person (whether by merger, sale of stock or assets or otherwise) in the past two (2) years;

(viii) all contracts and agreements that (A) limit, or purport to limit, the ability of Parent or any Parent Subsidiary to enter into, engage or compete in any line of business or with any person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses, (B) contain exclusivity or most favored nation terms or covenants or (C) contain minimum supply or purchase terms or requirements, rights of first refusal, first offer or preemptive rights or similar terms;

(ix) all Orders, settlement agreements, or other contracts related to any Proceeding involving Parent or any Parent Subsidiary or any of their assets (x) entered into at any time the past two (2) years or (y) containing material outstanding or unsatisfied obligations (excluding customary confidentiality, non-disparagement, and similar provisions);

(x) all Parent IP Agreements that are material to the operation of the Business of Parent and the Parent Subsidiaries;

(xi) any contract relating to Program Rights under which it would reasonably be expected that Parent or any Parent Subsidiaries would make annual payments in excess of $10,000 (in cash or other consideration, including barter) per year;

(xii) any network affiliation or similar contract to which Parent or any Parent Subsidiary is a party;

(xiii) any option or similar agreement relating to ownership or control of a broadcast station; and

(xiv) any contract with a broker, finder or investment banker entitled to payment in connection with the consummation of the Transactions or reimbursement of expenses associated with services rendered in connection the Transactions.

(b) Each Parent Material Contract is in full force and effect and a legal, valid and binding obligation of Parent or the Parent Subsidiaries and, to the knowledge of Parent, the other parties thereto, and, except as would not be material to Parent and the Parent Subsidiaries, taken as a whole, (A) neither Parent nor any Parent Subsidiary is in breach or violation of, or default under, any Material Contract nor has any Material Contract been canceled by the other party, (B) to Parent’s knowledge, no other party is in breach or violation of, or default under, or has received or delivered any notice of termination of, any Material Contract and (C) to Parent’s knowledge, Parent and the Parent Subsidiaries have not received any written or oral notice of, claim, breach, termination, non-renewal, material change or default under any such Material Contract. Parent has made available to the Company true and complete copies of all Material Contracts.

6.17 Insurance.

(a) Section 6.17(a) of the Parent Disclosure Schedule sets forth, with respect to each currently in-force material insurance policy under which Parent or any Parent Subsidiary is an insured (the “Parent Insurance Policies”), (i) the names of the insurer and the policyholder, (ii) the policy number, (iii) the policy period, coverage line and amount of coverage, and (iv) the premium. Copies of the Parent Insurance Policies, which, to the knowledge of Parent, are correct and complete, have been made available to the Company.

(b) With respect to each Parent Insurance Policy, except as would not be expected to be material to Parent and the Parent Subsidiaries, taken as a whole: (i) the Parent Insurance Policy is legal, valid, binding and enforceable in accordance with its terms (subject to the Remedies Exceptions) and is in full force and effect; (ii) to the knowledge of Parent, neither Parent nor any Parent Subsidiary is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification, under the Parent Insurance Policy; (iii) to the knowledge of Parent, no insurer has been declared insolvent or placed in receivership, conservatorship or liquidation; (iv) the limits of the Parent Insurance Policy are sufficient to comply with Parent Material Contracts; (v) all premiums due and payable have been timely paid in full; and (vi) no written notice of denial of claim, termination or cancellation has been received by Parent or any Parent Subsidiary.

6.18 Board Approval; Vote Required.

(a) The Parent Board, by resolutions duly adopted by a majority vote of those voting at a meeting duly called and held, and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Parent and its stockholders, (ii) approved, among other things, the execution, delivery and performance of this Agreement, the other Transaction Documents and the Transactions and declared their advisability upon the terms and subject to the conditions set forth herein, (iii) resolved to recommend the approval of the issuance of the shares of Parent Class A Common Stock pursuant to the Warrant as contemplated by this Agreement and the issuance of the shares of Parent Class A Common Stock pursuant to the Option Agreement by the stockholders of Parent entitled to vote thereon and directed that such matter be submitted for consideration of the stockholders of Parent at the Parent Stockholders’ Meeting, and (iv) approved the Articles of Amendment to be filed on the Closing Date, subject to the terms and conditions set forth herein, and which designates a portion of the Company’s Preferred Stock as the Parent Series B Preferred Stock. The only vote of the holders of any class or series of shares of capital stock of Parent necessary to approve the Transactions is the Required Parent Stockholder Approval.

(b) Parent, as the sole member and manager of the Purchaser has (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Purchaser, and (ii) approved, among other things, the execution, delivery and performance of this Agreement, the other Transaction Documents and the Transactions and declared their advisability upon the terms and subject to the conditions set forth herein.

(c) No “fair price,” “moratorium,” “control share acquisition,” “business combination” or other form of antitakeover statute or regulation or any anti-takeover provision in the Parent Organizational Documents is, and Parent has no rights plan, “poison pill” or similar agreement that is, or at the Effective Time will be, applicable to this Agreement or the Transactions.

6.19 Certain Business Practices. Since January 1, 2022:

(a) None of Parent, any Parent Subsidiary, or, to the knowledge of Parent, any of their respective directors, officers, employees or agents (in their capacities as such), has: (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of any applicable Anti-Corruption Law; or (iii) made any payment in the nature of criminal bribery.

(b) None of Parent, any Parent Subsidiary, or, to the knowledge of Parent, any of their respective directors, officers or employees, independent contractors or agents: (i) is or has been a Sanctioned Person; (ii) has directly or knowingly indirectly transacted business with or for the benefit of any Sanctioned Person in violation of applicable Sanctions or otherwise violated applicable Sanctions; or (iii) has violated any Ex-Im Laws in any material respect.

(c) The operations of Parent and each Parent Subsidiary are and have been conducted at all times in material compliance with applicable requirements of the Anti-Money Laundering Laws and Anti-Corruption Laws. No action, suit or Proceeding involving Parent or any Parent Subsidiary with respect to the Anti-Money Laundering Laws or Anti-Corruption Laws is pending or, to the knowledge of Parent, threatened by or before any Governmental Authority. To the extent required under applicable Anti-Money Laundering Laws, Parent and all Parent Subsidiaries have maintained a system or systems of internal control reasonably designed to promote compliance with Anti-Money Laundering Laws.

(d) There are not, and there have not been, any material internal or external investigations, audits, actions or proceedings pending, or any voluntary or involuntary disclosures made to a Governmental Authority, with respect to any apparent or suspected violation by Parent, any Parent Subsidiary, or, to the knowledge of Parent, any of their respective officers, directors, employees (in their capacities as such) or agents of any Anti-Corruption Laws, Sanctions or Ex-Im Laws.

6.20 Interested Party Transactions. Except as set forth in Section 6.20 of the Parent Disclosure Schedule and for employment relationships and the payment of compensation, benefits and expense reimbursements and advances in the ordinary course of business, no director, officer, manager, stockholder (including the Parent Holders) or other affiliate of Parent or any Parent Subsidiary, and none of their respective parents, siblings, descendants, spouses or descendants of their spouses, has or has had, directly or indirectly: (a) a beneficial interest in any Parent Material Contract, (b) any contractual or other arrangement with Parent or any Parent Subsidiary and (c) any interest in any property, assets or right, tangible or intangible, which is used by Parent or any Parent Subsidiary.

6.21 Brokers. Except as set forth on Section 6.20 of the Parent Disclosure Schedule, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Parent or any Parent Subsidiary.

6.22 Personal Property. The personal property owned or leased by Parent or the Purchaser or any Parent Subsidiary has been reasonably maintained in accordance with good business practice, is in good operating condition and repair, ordinary wear and tear excepted, has been installed and maintained in accordance with good workmanlike practices prevailing in the industry at the time of installation and maintenance, and is substantially suitable for its present uses.

6.23 Independent Investigation. Parent has conducted its own independent investigation, review and analysis of the Business, operations, assets, liabilities, results of operations, financial condition, technology, management and prospects of the Company, which investigation, review and analysis were done by Parent and its Representatives. In entering into this Agreement, Parent acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Company, its respective Affiliates or any of their respective Representatives (except the representations and warranties of the Company expressly set forth in Article 5). Parent hereby acknowledges and agrees that none of the Company or its Affiliates or any of their respective Representatives or any other Person will have or be subject to any claim or Liability to Parent, its Affiliates or any of their respective Representatives or equityholders or any other Person resulting from the distribution to Parent, its Affiliates or their respective Representatives of, or Parent’s, its Affiliates’ or their respective Representatives’ use of, any information relating to the Company or its Affiliates, including any information, documents or material made available to Parent, its Affiliates or their respective Representatives, whether orally or in writing, in any data room (including the Virtual Data Room), any management presentations (formal or informal), functional “break-out” discussions, responses to questions submitted on behalf of Parent, its Affiliates or their respective Representatives or in any other form in connection with the transactions contemplated by this Agreement. Parent further acknowledges that no Representative of the Company, the Company Controlling Stockholder, or any of their respective Affiliates has any authority, express or implied, to make any representations, warranties or agreements not specifically set forth in Article 5 of this Agreement and subject to the limited remedies herein provided.

6.24 Conversion. Prior to or effective as of the Closing, Parent has converted all of the shares of Series A Preferred Stock into shares of Parent Class A Common Stock in accordance with the Amended and Restated Articles of Incorporation of Parent.

6.25 Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article 6 (as modified by the Parent Disclosure Schedule), Parent and Purchaser hereby expressly disclaim and negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to Parent and the Parent Subsidiaries and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, or any of its Affiliates or Representatives by, or on behalf of Parent and the Parent Subsidiaries and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement or in any certificate delivered by Parent pursuant to this Agreement, none of Parent, the Purchaser, their respective Affiliates or Representatives have made any representation or warranty, whether express or implied, including with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of Parent (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to the Company or any of its Affiliates or Representatives or any other person, and any such representations or warranties are expressly disclaimed.

ARTICLE 7. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AGGREGATOR

Except as set forth in the Company Disclosure Schedule delivered by the Company in connection with this Agreement, the Company Aggregator hereby represents and warrants to Parent as follows:

7.1 Organization; Authority Relative to this Agreement. The Company Aggregator is duly organized, validly existing and in good standing under the laws of Delaware. The Company Aggregator has all requisite limited liability power and authority to enter into this Agreement and any other Transaction Documents to which it is a party thereto and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, in each case, subject to the consents, approvals, authorizations and other requirements described in Section 5.5. This Agreement has been duly and validly executed and delivered by the Company Aggregator and, assuming due authorization and execution by each other Party, constitutes the valid and binding agreement of the Company Aggregator, enforceable against the Company Aggregator in accordance with its terms, subject to the Remedies Exceptions. Each Transaction Document to be executed by the Company Aggregator at or prior to the Closing will be, when executed and delivered by the Company Aggregator, duly and validly executed and delivered and, assuming due authorization and execution by each other Party thereto and the consummation of the Closing, will constitute a valid and binding obligation of the Company Aggregator, enforceable against the Company Aggregator in accordance with its terms, subject to any applicable Remedies Exception.

7.2 No Conflict.

(a) The execution and delivery of this Agreement or any other Transaction Document (to which the Company Aggregator is a party) by the Company Aggregator does not, and subject to receipt of the consents, approvals, authorizations or permits, filings, registrations and notifications, expiration or termination of waiting periods after filings and other actions contemplated by Section 5.5(b), and assuming all other required filings, waivers, approvals, consents, authorizations, registrations and notices disclosed in Section 5.5(b) of the Company Disclosure Schedule have been made, obtained or given, and the performance of this Agreement or any other Transaction Document (to which the Company Aggregator is a party) by the Company Aggregator, will not (i) conflict with, result in a breach or default of any provision of, or violate, the organizational documents of the Company Aggregator, or (ii) conflict with or violate any Law applicable to the Company Aggregator, except, with respect for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, reasonably be expected to be material to the Company Aggregator.

(b) The execution and delivery of this Agreement by the Company Aggregator does not, and the performance of this Agreement by the Company Aggregator will not, require any consent, approval, authorization, registration or permit of, or filing with or notification to, or expiration or termination of any waiting period by, any U.S. Governmental Authority, except (i) for applicable requirements, if any, of the Exchange Act, the Securities Act, Blue Sky Laws and state takeover laws, or (ii) where the failure to obtain such consents, approvals, authorizations, registrations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to the Company Aggregator and its Subsidiaries, taken as a whole.

7.3 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions that would be required to be paid by Parent or its Affiliates based upon arrangements made by or on behalf of the Company Aggregator.

7.4 Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article 7, the Company Aggregator, on behalf of itself and its Affiliates, hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company Aggregator or its Affiliates and any matter relating to it, including its affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Parent or Purchaser or any of their Affiliates or any of their Representatives by, or on behalf of the Company Aggregator and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement or in any certificate delivered by the Company Aggregator pursuant to this Agreement, none of the Company Aggregator or its Affiliates or Representatives has not made any representation or warranty, whether express or implied, including with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company Aggregator (including the reasonableness of the assumptions underlying any of the foregoing), and any such representations or warranties are expressly disclaimed.

ARTICLE 8. ADDITIONAL AGREEMENTS

8.1 Delivery of Financial Statements.

(a) After the date hereof, the Company Aggregator and the Company shall, and the Company shall cause the Company Subsidiaries to, and shall direct their respective Representatives (including their respective auditors) to, use their respective reasonable best efforts to assist Parent in causing to be prepared, as promptly as practicable, any financial statements that Parent is required to file with the SEC pursuant to Form 8-K and Rule 3-05 under the Exchange Act or that are necessary in order for Parent to comply with Article 11 of Regulation S-X under the Exchange Act (which, for the avoidance of doubt, shall include: (i) audited financial statements of the Business for the fiscal years ended December 31, 2023 and December 31, 2022, together with all related notes and schedules thereto, accompanied by the reports thereon of the independent auditors of the Businesses (the “Business Audited Financial Statements”); (ii) unaudited financial statements of the Businesses for the fiscal quarter ending March 31, 2024 (including the comparable information for the comparable prior-year end), in each case prepared on the same basis as the Business Audited Financial Statements (except that they contain the notes required by GAAP as applicable to interim financial statements and are subject to normal year-end adjustments); and (iii) in connection with each of the foregoing clauses (i) and (ii) all other financial data regarding the Business reasonably required to permit Parent to prepare pro forma financial statements required under Regulation S-X under the Securities Act; and in the case of clauses (i) and (ii), that would meet the requirements of Rule 3-05 of Regulation S-X under the Securities Act, and that would satisfy the requirements of Item 9.01 of Form 8-K with respect to financial statements of the business acquired if included on a Form 8-K/A filed by Parent on the 75th day after the Closing (a “Closing Form 8-K/A”) to amend a Form 8-K filed by Parent announcing the Closing on the date hereof (assuming such filings are made on such dates, without regard to whether actually made on such dates)).

(b) The Company Aggregator and the Company shall, and shall direct their respective accountants, auditors and employees to use their respective reasonable best efforts to, (i) discuss, cooperate and provide information reasonably requested by Parent or its Representatives, that is reasonably necessary for Parent to prepare unaudited pro forma financial statements of Parent for the periods described in Section 8.1(a) above, and (ii) reasonably cooperate with Parent with regards to responding to any comments from the SEC concerning such pro forma financial statements. Purchaser shall reimburse the Company Aggregator and the Company for their reasonable out-of-pocket costs and expenses associated with this Section 8.1(b).

(c) Following the delivery of the Business Audited Financial Statements, the Company shall use its reasonable best efforts to promptly enable, and shall direct, its auditors to provide to Parent (and not withdraw) their consent to incorporation by reference into any registration statements filed by Parent or its Affiliates under the Securities Act of their audit reports with respect to the Business Audited Financial Statements.

8.2 Proxy Statement.

(a) As promptly as practicable after the filing by Parent of a Closing Form 8-K/A, (i) Parent shall prepare and file with the SEC a proxy statement (as amended or supplemented, the “Proxy Statement”) in preliminary form to be sent to the stockholders of Parent relating to the special meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”) to be held to consider approval of the issuance of shares of Parent Class A Common Stock upon exercise of the Warrant and the issuance of shares of Parent Class A Common Stock pursuant to the Option Agreement (the “Parent Proposal”), and (ii) Parent, shall prepare and file any other filings required under the Securities Act or the Exchange Act in connection with the transactions contemplated by this Agreement. Parent shall not file the Proxy Statement (or any amendments or supplements thereto) or any other filings required under the Securities Act or the Exchange Act in connection with the transactions contemplated by this Agreement with the SEC without first providing the Company and its counsel a reasonable opportunity to review and comment thereon, and Parent shall give due consideration to, and consider in good faith, all reasonable additions, deletions or changes suggested by the Company and its counsel. Each of the Company Aggregator and the Company shall promptly furnish all information concerning itself as Parent may reasonably request in connection with such actions and the preparation of the Proxy Statement. Parent shall use its reasonable best efforts to (A) cause the Proxy Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, and (B) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy Statement.

(b) No filing of, or amendment or supplement to, the Proxy Statement will be made by Parent without the approval of the Company (such approval not to be unreasonably withheld, conditioned or delayed). Parent will advise the Company promptly after it receives notice of any request by the SEC for amendment of the Proxy Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC or its staff with respect to the Proxy Statement and any amendment to the Proxy Statement filed in response thereto.

(c) If, at any time prior to the Parent Stockholders’ Meeting, any event or circumstance relating to Parent or its officers or directors, should be discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company. All documents that Parent is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

(d) Each of the Company Aggregator and the Company represent that the information supplied by such Person for inclusion in the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, and (ii) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein (in the light of the circumstances under which they were made) not misleading; provided, however, notwithstanding the foregoing, no representation or warranty is made by the Company Aggregator or the Company (as applicable) with respect to information or statements made or incorporated by reference in the Proxy Statement that were not supplied by or on behalf of the Company Aggregator or the Company, as applicable, for use therein. If, at any time prior to the Parent Stockholders’ Meeting, any event or circumstance relating to the Company Aggregator or the Company, or their respective Affiliates, officers or directors, should be discovered by the Company Aggregator or the Company (as applicable) which should be set forth in an amendment or a supplement to the Proxy Statement, the Company Aggregator or the Company, as applicable, shall promptly inform Parent.

(e) Parent represents that the Proxy Statement shall not, at (i) the time the Proxy Statement (or any amendment thereof or supplement thereto) is first mailed to the stockholders of Parent, and (ii) the time of the Parent Stockholders’ Meeting, contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein (in light of the circumstances under which they were made) not misleading; provided, however, notwithstanding the foregoing, no representation or warranty is made by Parent with respect to information or statements made or incorporated by reference in the Proxy Statement that were supplied by the Company Aggregator or the Company. If, at any time prior to the Parent Stockholders’ Meeting, any event or circumstance should be discovered by Parent which should be set forth in an amendment or a supplement to the Proxy Statement, Parent shall promptly inform the Company and the Company Aggregator and file with the SEC an appropriate amendment or supplement to the Proxy Statement describing such information and, to the extent required by applicable Law, disseminate such amendment or supplement to the stockholders of Parent. All documents that Parent is responsible for filing with the SEC in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of the Securities Act and the rules and regulations thereunder and the Exchange Act and the rules and regulations thereunder.

8.3 Parent Stockholders’ Meeting.

(a) Parent shall cause the Proxy Statement to be mailed to Parent’s stockholders as promptly as practicable (but in any event within five (5) days) (such date, the “Mailing Date”) after the earliest to occur of (i) clearance of the Proxy Statement by the SEC, (ii) confirmation by the SEC that it will not review the Proxy Statement, or (iii) the tenth (10th) calendar day after the filing of the preliminary Proxy Statement if the SEC fails to notify Parent of its intent to review the Proxy Statement (such earliest date, the “SEC Clearance Date”).

(b) Parent shall establish a record date for, duly call, give notice of, convene and hold the Parent Stockholders’ Meeting as promptly as practicable after the SEC Clearance Date for the purpose of voting solely upon the Parent Proposal (but in any event the Parent Stockholders’ Meeting shall be held within forty-five (45) days of the Mailing Date). Parent shall use its reasonable best efforts to obtain the Required Parent Stockholder Approval at the Parent Stockholders’ Meeting, including by soliciting from its stockholders proxies as promptly as possible in favor of the Parent Proposal, and shall take all other action necessary or advisable to secure the required vote or consent of its stockholders. Parent shall cooperate with and keep the Company Aggregator and the Company informed on a reasonably current basis regarding its solicitation efforts and voting results following the dissemination of the Proxy Statement to its stockholders. Notwithstanding the foregoing, Parent may adjourn or postpone the Parent Stockholders’ Meeting with the consent of the Company (not to be unreasonably withheld, conditioned or delayed) (i) to the extent necessary to ensure that any required supplement or amendment to the Proxy Statement is provided to Parent’s stockholders within a reasonable amount of time in advance of the Parent Stockholders’ Meeting, (ii) as otherwise required by applicable Law, (iii) if as of the time for which the Parent Stockholders’ Meeting is scheduled as set forth in the Proxy Statement, there are insufficient shares of Parent Common Stock represented (in person or by proxy) to constitute a quorum necessary to conduct the business of the Parent Stockholders’ Meeting or (iv) if there are insufficient proxies in favor of adoption of the Parent Proposal. In no event will the record date of the Parent Stockholders’ Meeting be changed without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless required by applicable Law or the bylaws of Parent. The Parent Board shall recommend to its stockholders that they approve the Parent Proposal and shall include such recommendation in the Proxy Statement.

8.4 Employee Matters.

(a) From Closing through May 31, 2024 (the “Transition End Date”), the Company agrees to continue to employ each person employed by the Company or a Company Subsidiary as of the Closing Date who is not identified on Schedule 8.4(a)(i) (each identified on Schedule 8.4(a)(i), a “Transferred Employee”, and each person excluded from Schedule 8.4(a)(i) who is employed by the Company or a Company Subsidiary as of the Closing Date and listed on Schedule 8.4(a)(ii), a “Company Operational Employee”), subject to the terms and conditions of the Employee Leasing Arrangement, entered into by the Company and Purchaser, dated as of the date hereof (the “Employee Leasing Agreement”). Prior to the Transition End Date, Parent (or a Subsidiary thereof) shall make offers of employment, effective as of the day following the Transition End Date, to all Transferred Employees employed by the Company or a Company Subsidiary as of the Transition End Date. From the day following the Transition End Date through the first anniversary of the Closing Date, Parent shall provide, or shall cause one of its Subsidiaries to provide, to each Transferred Employee who accepts such offer of employment (each, a “Continuing Employee”), (i) salary (or hourly base wage rate) that is no less favorable than was provided to the applicable Continuing Employee as of the Transition End Date, (ii) severance benefit protections for each Continuing Employee that are no less favorable than, at Parent’s election, (x) the severance benefit protections that such Continuing Employee would be eligible to receive under the Plan in which such Continuing Employee participates as of the Effective Time or (y) the severance benefit protections provided by Parent or its Subsidiaries, as the case may be, to similarly situated employees of Parent or its Subsidiaries, as applicable, as of the date of the Transferred Employee’s termination, (iii) annual target cash bonus opportunities as determined by the Parent Board or management of Parent (as applicable) following the Transition End Date, and (iv) other health and welfare employee benefits that are substantially comparable in the aggregate to, at Parent’s election, (x) the health and welfare benefits such Continuing Employee would be eligible to receive under the Plan in which such Continuing Employee participates as of the Effective Time or (y) the health and welfare benefits provided by Parent or its Subsidiaries, as the case may be, to similarly situated employees of Parent or its Subsidiaries, as applicable, from time to time. In connection with the Option Closing (as defined in the Option Agreement), Parent will determine in good faith whether any Company Operational Employee shall be offered employment by Parent or one of its Subsidiaries; provided, that Parent shall be under no obligation to make any such offer of employment; provided, however, that Parent shall be solely responsible for any severance or similar termination payments or benefits that may become payable to any Company Operational Employee who does not receive an offer of employment from Parent or one of its Subsidiaries pursuant to this Section 8.4(a).

(b) Following the Transition End Date, Parent shall, or shall cause one of its Subsidiaries to, cause each employee benefit or compensation plan or program sponsored or maintained by Parent or its Subsidiaries in which a Continuing Employees is eligible to participate following the Transition End Date to recognize the service of such Continuing Employee with the Company or a Company Subsidiary (and any predecessor thereto) prior to the Transition End Date for purposes of eligibility, vesting and level of benefits (other than for purposes of benefit accrual under any defined benefit pension plans or retiree health or welfare plans or rights to participate in any frozen plan) under such plans or programs, except to the extent that such recognition of service would operate to duplicate any benefits of a Continuing Employee with respect to the same period of service. With respect to any Employee Benefit Plan sponsored or maintained by Parent or its Subsidiaries in which a Continuing Employee is eligible to participate following the Transition End Date, Parent shall use commercially reasonable efforts to (i) cause any preexisting condition limitations or eligibility waiting periods under such plan to be waived with respect to such Continuing Employee to the extent that such limitation would have been waived or satisfied under the Employee Benefit Plan in which such Continuing Employee participated immediately prior to the Effective Time and (ii) credit each Continuing Employee for any co-payments or deductibles incurred by such Continuing Employee in such plan year for purposes of any applicable deductible and annual out-of-pocket expense requirements under any such Employee Benefit Plan. Such credited expenses shall also count toward any annual or lifetime limits, treatment or visit limits or similar limitations that apply under the terms of the applicable plan.

(c) As soon as practicable following the Transition End Date, each Continuing Employee shall be eligible to effect a “direct rollover” (as described in Section 401(a)(31) of the Code) of his or her account balances (in cash, including participant loans) under the Company 401(k) Plan to the Parent 401(k) Plan in the form of cash and participant loan notes. For the avoidance of doubt, the contribution of any such eligible rollover distributions must be at the request of the Continuing Employee and shall not be automatic.

(d) Notwithstanding anything contained herein to the contrary, with respect to any Continuing Employees who are covered by a Collective Bargaining Agreement or who are subject to Laws outside of the United States, Parent shall provide compensation and benefits at least as favorable as those required by any obligations under the applicable Collective Bargaining Agreement or under the Laws of the countries and political subdivisions thereof under which such Continuing Employee is subject.

(e) Nothing in this Agreement shall confer upon any employee or other service provider any right to continue in the employ or service of Parent or any of its Subsidiaries, the Company, any Company Subsidiary or any Affiliate of Parent. In no event shall the terms of this Agreement be deemed to (i) establish, amend, or modify any Employee Benefit Plan maintained or sponsored by Parent or any of its Subsidiaries or Affiliates or the Company or any of its Subsidiaries or Affiliates, or (ii) alter or limit the ability of Parent or any of its Subsidiaries or Affiliates or the Company or any of its Subsidiaries or Affiliates to amend, modify or terminate any Employee Benefit Plan or any other compensation or benefit or employment plan, program, agreement or arrangement. Nothing in this Section 8.4 shall create any third-party beneficiary rights in any employee or other service provider (or any beneficiaries or dependents thereof).

8.5 Taxes.

(a) The Purchaser shall be responsible for and shall pay any and all Transfer Taxes when due, and shall, at its own expense, file all necessary Tax Returns and other documentation with respect to such Transfer Taxes; provided, however, that, if required by Law, the Sellers will join in the execution of any such Tax Returns.

(b) The Sellers shall prepare and file all Tax Returns relating to Seller Taxes in a manner consistent with past practice (except as otherwise required by Law), and the Sellers shall pay all Taxes due with respect to such Tax Returns. In addition, each Seller shall, at the cost and expense of the Purchaser, prepare and timely file all Tax Returns (in a manner consistent with past practice, except as otherwise required by Law) required to be filed with respect to such Seller that reflect Taxes other than Seller Taxes (each such Tax Return, a “Purchaser Reviewed Return”). With respect to any Purchaser Reviewed Return, such Seller shall submit such Purchaser Reviewed Return to the Purchaser for the Purchaser’s review and comment as soon as reasonably practicable, and in no event less than ten (10) Business Days, prior to the due date for filing such Purchaser Reviewed Return (including any applicable extension), and such Seller shall incorporate the Purchaser’s reasonable comments thereto, and the Purchaser shall be responsible for the payment of, and timely pay, any Taxes set forth on such Tax Returns. If any Tax Authority shall notify any Seller of any audit, contest, claim, proceeding or inquiry with respect to any Purchaser Reviewed Return, such Seller shall promptly notify the Purchaser in writing and shall provide the Purchaser with copies of any notices and other documents received from any Tax Authority in respect thereof. The Purchaser shall control the conduct of any audit, contest, claim, proceeding or inquiry with respect to any Purchaser Reviewed Return and shall be responsible for all costs (including Taxes) resulting therefrom.

(c) The Purchaser shall prepare and timely file all Tax Returns with respect to the Business and the Purchased Assets for all Straddle Periods and for all taxable periods beginning after the date hereof, and shall pay all Taxes reflected on such Tax Returns. For the avoidance of doubt, the Sellers shall timely pay all income Taxes imposed on the Sellers as a result of the Transactions.

(d) The Company shall not make any election, or take or permit to be taken any other action, the result of which is any direct or indirect Subsidiary of Estrella Media ceasing to be disregarded as an entity separate from Estrella Media within the meaning of Treasury Regulations Section 301.7701-3.

8.6 Insurance Matters.

(a) Purchaser acknowledges and agrees that the Company Insurance Policies are part of the corporate insurance program maintained by the Company and the Company Subsidiaries, and that such policies will not be transferred to the Purchaser. From and after the date hereof, except as set forth in Section 2.1(a), the Company shall retain all right, title and interest in and to the Company Insurance Policies, including the right to any credit or return premiums due, paid or payable in connection with the termination thereof.

(b) With respect to any events or circumstances pertaining to the Business that relate to the period prior to the date hereof and are eligible for coverage under any occurrence-based Company Insurance Policy in effect as of the date hereof (such events or circumstances, a “Pre-Closing Insurance Matter”), until claims can no longer be made under such Company Insurance Policies pursuant to their terms, the Company will use its commercially reasonable efforts to provide the Purchaser with access to such Company Insurance Policies and shall reasonably cooperate with the Purchaser, and take commercially reasonable actions to assist the Purchaser in submitting claims with respect to such Pre-Closing Insurance Matter (including with respect to any collateral requirements under any Company Insurance Policy with respect to a Pre-Closing Insurance Matter). Until the earlier of (A) the date that is eighteen months after the date hereof, and (B) the Option Closing, if requested by Purchaser, the Company will, at the Purchaser’s sole cost and expense (which shall include all insurance renewal costs, including insurance premiums), renew on substantially similar terms all claims made and discovery-based Company Insurance Policies that are in effect at the Effective Time that would provide coverage for the Business for events or circumstances pertaining to the Business that relate to the period prior to the Closing and will use its commercially reasonable efforts to provide Purchaser with access to such policies. The Purchaser and its Affiliates shall be solely responsible for (i) any deductibles, premiums, co-payments, similar cost-sharing payments or self-insured retentions with respect to such Pre-Closing Insurance Matter and (ii) any out-of-pocket costs and expenses of the Company or its Subsidiaries (including reasonable attorneys’ fees) with respect to such Pre-Closing Insurance Matter that are not covered under the relevant Company Insurance Policy. For the avoidance of doubt, neither the Purchaser nor any of its Affiliates shall have, and the Purchaser shall not and shall cause its Affiliates not to seek, any rights to cause the Company or any Company Subsidiaries to pay any deductible or self-insured retention amount with respect to any claim. The Purchaser shall notify the Company promptly of any such Pre-Closing Insurance Matter for which it seeks coverage on behalf of the Purchased Assets and Assumed Liabilities and each party shall keep the other fully informed regarding the status of the Pre-Closing Insurance Matter. From and after the Closing, the Purchaser shall be responsible for securing all insurance it considers appropriate for the Purchased Assets.

8.7 Post-Closing Cooperation; Privilege.

(a) Subject to Section 8.7(b), for a period of seven (7) years after the Closing, upon reasonable notice, the Purchaser and the Company shall furnish or cause to be furnished to each other and their employees, counsel, auditors and other Representatives reasonable access (including the ability to make copies), during normal business hours, to such employees, counsel, auditors and other Representatives, books and records within the control of such party or any of its Affiliates as is reasonably necessary for (i) financial reporting, Tax matters, accounting matters and reporting obligations promulgated by any Governmental Authority or stock exchange, and (ii) defense or prosecution of litigation and disputes with third parties; provided, that, subject to Section 8.7(b), notwithstanding anything to the contrary in this Agreement, neither the Purchaser nor the Company shall be required to provide access to or disclose information to the other party or any of their respective Representatives where (A) upon the advice of counsel, such access or disclosure would reasonably be expected to jeopardize any Privilege (as defined in Section 8.7(b) below), (B) upon the advice of counsel, such disclosure would reasonably be expected to contravene any applicable Law, fiduciary duty or binding agreement; provided that such Party shall use reasonable best efforts to provide such information in a manner that does not violate such applicable Law, duty or agreement; or (C) the Purchaser or any of its Affiliates, on the one hand, and the Company, Company Aggregator or any of their respective Affiliates, on the other hand, are adverse parties in an Action and such access or information is reasonably pertinent thereto.

(b) The Parties agree that their respective rights and obligations to maintain, preserve, assert or waive any attorney-client, work product or similar privileges belonging to any Party with respect to the Businesses, the Purchased Assets, the Assumed Liabilities, the Excluded Assets, or the Excluded Liabilities (collectively, “Privileges”), shall be governed by the provisions of this Section 8.7(b). With respect to (i) Seller Taxes, and (ii) business records of the Sellers or any of their Affiliates prepared in connection with any Transaction Document or the Transactions (the foregoing clauses (i) - (iii), collectively, the “Specified Matters and Information”), the Sellers shall, subject to Section 8.7(a), have sole authority to determine whether to assert or waive any Privileges, including the right to assert any Privilege against the Purchaser and its Affiliates. After the date hereof, the Purchaser shall have sole authority to determine whether to assert or waive any Privileges with respect to matters relating to the Purchased Assets and Assumed Liabilities except for the Specified Matters and Information. The rights and obligations created by this Section 8.7(b) shall apply to all Specified Matters and Information as to which Sellers or their Affiliates would be entitled to assert or has asserted a Privilege without regard to the effect, if any, of the transactions contemplated hereby (the “Privileged Information”). Upon receipt by the Sellers or their Affiliates, or the Purchaser and its Affiliates, as the case may be, of any subpoena, discovery or other request from any Person that actually calls for the production or disclosure of Privileged Information of the other Party, the Sellers or the Purchaser, as applicable, shall promptly notify the other Party of the existence of the request and shall provide such other Party a reasonable opportunity to review the Privileged Information and to assert any rights it may have under this Section 8.7(b) or otherwise to prevent the production or disclosure of Privileged Information. The access to books and records and other information being granted pursuant to this Section 8.7 shall not be asserted by the Sellers or the Purchaser or their respective Affiliates to constitute, or otherwise deemed, a waiver of any Privilege that has been or may be asserted under this Section 8.7(b) or otherwise.

(c) Each party shall reimburse the other for reasonable out-of-pocket costs and expenses incurred in assisting the other pursuant to this Section 8.7. Neither party shall be required by this Section 8.7 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.

8.8 Confidentiality; Public Announcements.

(a) From and after the date hereof, each of the Company Aggregator and the Company shall, and shall cause their respective Subsidiaries and use their reasonable best efforts to direct their respective Representatives and Affiliates, to keep confidential and not use (other than with respect to the Company and its Subsidiaries and their respective Representatives, in respect of the ownership and operation of the Excluded Assets and the Excluded Liabilities) any non-public information primarily relating to the Purchased Assets and the Assumed Liabilities (such information, the “Business Confidential Information”). In the event that the Company Aggregator, the Company or any Company Subsidiary is required by any judicial, administrative, legislative or regulatory body (a “Legal Process”) to disclose any of the Business Confidential Information, such Person shall provide the Purchaser with prompt prior written notice of any such requirement, to the extent permitted by such Legal Process, so that the Purchaser may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 8.8(a). If, in the absence of a protective order or other remedy or the receipt of a waiver by the Purchaser, the Company Aggregator, the Company or a Company Subsidiary are nonetheless required by such Legal Process to disclose Business Confidential Information, such Person may disclose to the applicable Governmental Authority only that portion of the Business Confidential Information which counsel to such Person advises is legally required to be disclosed; provided, however, that such Person shall use its commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the disclosed portion of such Business Confidential Information.

(b) The initial press release relating to this Agreement shall be a joint press release, the text of which has been agreed to by each of Parent and the Company prior to the execution of this Agreement and such initial press release (the “Closing Press Release”) shall be released as promptly as reasonably practicable after the execution of this Agreement. Promptly after the execution of this Agreement, Parent shall file a current report on Form 8-K (the “Closing Form 8-K”) with the Closing Press Release and a description of this Agreement as required by, and in compliance with, the applicable securities Laws, which the Company shall have the opportunity to review and comment upon prior to filing and Parent shall consider such comments in good faith. From and after the date hereof, each of Parent, the Company Aggregator and the Company shall not make any public statements (including through social media platforms) with respect to this Agreement or the Transactions without the prior written consent of the other Party (not to be unreasonably withheld, conditioned or delayed) except (i) after prior consultation and good faith consideration of the other Party’s comments to the extent practicable in the circumstances, to the extent required by applicable Law or stock exchange rules (in which case such Party shall, to the extent practicable, consult in good faith with the other Parties before making such public statement), or (ii) for any statement made by a Party in connection with a dispute between the Parties regarding this Agreement or the Transactions. Furthermore, nothing contained in this Section 8.8 shall prevent Parent, the Company or the Company Aggregator and/or their respective Affiliates from furnishing customary or other reasonable information concerning the Transactions to their direct or indirect current or prospective general and limited partners, equity holders, members, managers and investors, in each case, who are subject to customary confidentiality restrictions.

8.9 Restrictive Legends. The Company acknowledges and agrees that the Parent Contributed Securities and any securities issued or issuable with respect to such securities by way of stock dividend or stock split or in connection with a combination of shares, conversion of such securities, recapitalization, merger, consolidation, going private, tender offer, amalgamation, change of control, other reorganization or otherwise, shall bear restrictive legends in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OR DOCUMENTATION REASONABLY SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE SECURITIES LAWS.

The legend set forth above shall be removed and Parent shall issue a certificate without such legend to the holder of any such securities upon which it is stamped, if (i) such securities are registered for sale under an effective registration statement filed under the Securities Act, (ii) such securities are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, or (iii) if such securities are proposed to be sold pursuant to an exemption from registration and Parent receives an opinion of counsel reasonably satisfactory to Parent and any other documentation reasonably requested by Parent with respect to compliance with such exemption.

8.10 Retained Enforcement Rights. During the period from and after the date hereof and prior to the Option Closing, the Company shall, and shall cause its Subsidiaries to, to the extent permitted by applicable Law, consult with Purchaser with respect to the potential enforcement of the Retained Enforcement Rights with respect to any employee of the Company or any Subsidiary of the Company that is not a Transferred Employee; provided, that, notwithstanding the foregoing, any decision to enforce the Retained Enforcement Rights shall be in the sole discretion of the Company (following consultation with Purchaser as provided in this Section 8.10).

8.11 Further Assurances. At any time and from time to time following the Closing, at the request of any party hereto and without further consideration, Parent, the Purchaser and the Sellers, as applicable, shall execute and deliver, or cause to be executed and delivered, such further documents and instruments and shall take, or cause to be taken, such further actions as the other party may reasonably request or as otherwise may be necessary or desirable to evidence and make effective the Transactions.

8.12 Wrong Pockets; Mail.

(a) Following the Closing, all payments and reimbursements received by the Sellers with respect to any Purchased Asset or Assumed Liability and the Purchaser with respect to any Excluded Assets or Excluded Liabilities, shall be held by such Person in trust for the benefit of the applicable Seller or the Purchaser, as applicable, and, promptly following receipt thereof (and in any case within ten (10) Business Days) paid over to such other Person.

(b) Following the Closing, in the event that through inadvertence, mistake, or otherwise, the Purchaser or the Company discovers that any Purchased Asset or Assumed Liability was retained by a Seller and, as a result, was not transferred, assigned, conveyed, and delivered to the Purchaser at the Closing, the Company shall (and shall cause the other Sellers to) transfer, assign, convey and deliver such Purchased Asset or Assumed Liability, as applicable, to the Purchaser for no additional consideration (with any related cost and expense to be equally borne by the Purchaser and the applicable Seller), and shall execute such further documents and instruments necessary to give effect to and evidence such transfer, assignment, conveyance and delivery to the Purchaser.

(c) Following the Closing, in the event that through inadvertence, mistake, or otherwise, the Purchaser or the Company discovers that any Excluded Asset or Excluded Liability was transferred, assigned, conveyed and delivered to the Purchaser at the Closing, the Purchaser shall transfer, assign, convey and deliver such Excluded Asset or Excluded Liability, as applicable, to the applicable Seller for no additional consideration (with any related cost and expense to be equally borne by the Purchaser and such Seller) and shall execute such further documents and instruments necessary to give effect to and evidence such transfer, assignment, conveyance and delivery to such Seller.

(d) For income Tax purposes, the Parties shall treat any transfer set forth in this Section 8.12 as having occurred at the Closing, except to the extent otherwise required by Law.

(e) The Company and the Sellers authorize the Purchaser, on and after the Closing Date, to receive and open all mail and other communications received by the Purchaser relating to the Business and, except where related to the Excluded Assets or the Excluded Liabilities (discussed below), to deal with the contents of such communications in good faith and in a proper manner. The Company shall (and shall cause the other Sellers to) promptly deliver to the Purchaser any mail or other communication received by the Sellers or their Affiliates after the Closing Date pertaining to the Purchased Assets or the Assumed Liabilities. Parent and the Purchaser authorize the Company and the Company Aggregator, on and after the Closing Date, to receive and open all mail and other communications received by the Company or the Company Aggregator relating to the Excluded Assets and Excluded Liabilities and to deal with the contents of such communications in good faith and in a proper manner. Parent and the Purchaser shall (and shall cause their Affiliates to) promptly deliver to the Company and the Company Aggregator any mail or other communication received by Parent, the Purchaser or their respective Affiliates after the Closing Date pertaining to the Excluded Assets or the Excluded Liabilities.

8.13 Bulk Sales Laws. Each party hereto hereby waives compliance by the Sellers with the provisions of any applicable “bulk sales,” “bulk transfer” or similar laws in connection with the consummation of the Transactions (other than any such law relating to Taxes); provided, that any Liability resulting or arising from any violation of or failure to comply with any bulk sales, bulk transfer or similar law (other than any such law relating to Taxes) of any jurisdiction in connection with the consummation of the Transactions shall be an Assumed Liability for all purposes under this Agreement.

8.14 Release.

(a) Effective as of the Closing, each of the Company and the Company Aggregator, for and on behalf of themselves and their respective Affiliates and their respective successors and assigns (the “Seller Releasing Parties”), hereby releases, acquits and forever discharges Parent, the Purchaser, and their respective Affiliates from any and all manner of Proceedings and Liabilities whatsoever in law or equity, whether known or unknown, liquidated or unliquidated, fixed, contingent, direct or indirect, that any Seller Releasing Party ever had, has or may have against Parent, the Purchaser, or any of their Affiliates by reason of the allocation of the Purchase Price, or any other amounts payable or paid by either Parent or the Purchaser hereunder, among the Sellers or any of their Affiliates. Notwithstanding anything herein to the contrary, nothing in this Section 8.14(a) shall operate to release, acquit or discharge any of the obligations, covenants and agreements arising under this Agreement or any other Transaction Documents. The Company and the Company Aggregator each acknowledge and agree that the agreements contained in Section 8.14(a) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, neither Parent nor Purchaser would enter into this Agreement.

(b) Effective as of the Closing, each of Parent and the Purchaser, for and on behalf of themselves and their respective Affiliates and their respective successors and assigns (the “Purchaser Releasing Parties”), hereby releases, acquits and forever discharges Parent, the Purchaser, and their respective Affiliates from any and all manner of Proceedings and Liabilities whatsoever in law or equity, whether known or unknown, liquidated or unliquidated, fixed, contingent, direct or indirect, that any Purchaser Releasing Party ever had, has or may have against the Company, the Company Aggregator, or any of their Affiliates by reason of the allocation of the Purchase Price, or any other amounts payable or paid by either Parent or the Purchaser hereunder, among the Sellers or any of their Affiliates. Notwithstanding anything herein to the contrary, nothing in this Section 8.14(b) shall operate to release, acquit or discharge any of the obligations, covenants and agreements arising under this Agreement or any other Transaction Documents. Parent and the Purchaser each acknowledge and agree that the agreements contained in Section 8.14(b) are an integral part of the transactions contemplated by this Agreement and that, without such agreements, neither the Company noir the Company Aggregator would enter into this Agreement.

8.15 Legal Entity Names. Effective immediately after Closing, Purchaser, on behalf of itself and its Affiliates, hereby grants a limited, non-exclusive, non-sublicensable right to Sellers and their Affiliates to use “ESTRELLA” as part of each of their legal entity names solely in the form used in such legal entity names immediately prior to the Closing Date (“Approved Entity Names”) solely to the extent and only for the time period during which any Seller or any of Sellers’ Affiliates require such Approved Entity Name to maintain its or their Company FCC Licenses. If any Seller or any Seller Affiliate no longer requires such Approved Entity Name to maintain its Company FCC License, such entity shall, as soon as practicable, make all filings with any and all offices, agencies and bodies and take all other actions reasonably necessary to adopt a new legal entity name that does not include “ESTRELLA” or any term or Trademark that is confusingly similar thereto.

8.16 Intellectual Property Chain of Title Clean-Up. Within three (3) months after the Closing Date, at Purchaser’s sole cost and expense, the Sellers shall use their reasonable best efforts to, and shall reasonably cooperate and consult in advance with Parent to, take all steps necessary or advisable under applicable Laws to submit for recording with the U.S. Patent and Trademark Office and the U.S. Copyright Office, as applicable, filings to: (i) release the security interests in favor of CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH recorded at Reel/Frames 5426/0935, 3543/0664, 3305/0528, 2909/589, and 2544/857; (ii) release the security interest in favor of WELLS FARGO FOOTHILL INC. recorded at Reel/Frame 3188/0462; and (iii) change the named owner of U.S. copyrights #PA0001383676 and #PAU003112933 to a Seller mutually-agreed to by the Company and Purchaser.

ARTICLE 9. GENERAL PROVISIONS

9.1 Survival. None of the representations or warranties contained in this Agreement shall survive the Closing and all such representations and warranties shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof); provided, that nothing in the foregoing shall affect: (i) those covenants and agreements contained herein that contemplate performance after the Closing or by their terms expressly apply in whole or in part after the Closing, and (ii) this Article 9 and any corresponding definitions set forth in Article 1, each of which shall survive the Closing.

9.2 Notices. All notices (including notices for consent under this Agreement), requests, claims, demands and other communications hereunder shall be: (a) in writing; (b) sent by messenger, certified or registered mail, a reliable overnight delivery service or email, charges prepaid as applicable, to the appropriate address(es) (including with a copy) set forth below; and (c) deemed to have been given on the date of delivery to the addressee (or, if the date of delivery is not a Business Day, on the first (1st) Business Day after the date of delivery), as evidenced by: (i) a receipt executed by the addressee (or a responsible person in his or her office), the records of the person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, mail or express delivery service; or (ii) confirmation of transmission or receipt generated by the sender’s computer showing that such communication was sent to the appropriate electronic mail address on a specified date, if sent by email. All such communications shall be sent to the following addresses, or to such other addresses as any party may inform the others by giving five (5) Business Days’ prior written notice pursuant to this Section 9.2:

if to Parent or the Purchaser:

MediaCo Holding Inc.

48 West 25th Street, Floor 3

New York, NY 10010

Attention: Chief Financial Officer and Vice President of Legal

Email: legal@mediacoholding.com with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Philip Richter; Colum J. Weiden

Email: Philip.Richter@friedfrank.com; Colum.Weiden@friedfrank.com

if to the Company:

Estrella Broadcasting, Inc

1 Estrella Way

Burbank, CA 91504

Attention: Peter Markham

Email: pmarkham@EstrellaMedia.com

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Brian Scrivani; Jeffrey Marell

Email: bscrivani@paulweiss.com; jmarell@paulweiss.com

if to the Company Aggregator:

SLF LBI Aggregator, LLC

40 West 57th Street, 32nd Floor

New York, NY 10019

Attention: Colbert Cannon

Email: colbert.cannon@hpspartners.com

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Brian Scrivani; Jeffrey Marell

Email: bscrivani@paulweiss.com; jmarell@paulweiss.com

9.3 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

9.4 Entire Agreement; Successors and Assigns. This Agreement (including the Disclosure Schedules (as defined below) and the Exhibits, schedules and annexes hereto and thereto) and the Transaction Documents constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, however, that no Party may assign, delegate or otherwise transfer any of its rights or obligations pursuant to this Agreement without the prior written consent of the other Parties. Any attempted assignment of this Agreement not in accordance with the terms of this Section 9.4 shall be void ab initio.

9.5 No Third-Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person, other than the Parties, any right or remedies under or by reason of this Agreement. The representations and warranties in this Agreement are the product of negotiations among the Parties and are for the sole benefit of the Parties and may represent an allocation of risk among the Parties associated with particular matters regardless of the knowledge of any of the Parties. Persons other than the Parties may not rely upon the representations and warranties in this Agreement as characterizations of actual facts or circumstances as of the date of this Agreement or as of any other date.

9.6 Disclosure Schedules. The Company Disclosure Schedule, the Parent Disclosure Schedule (collectively, the “Disclosure Schedules”) and the Exhibits and Schedules attached hereto and thereto shall be construed with, and as an integral part of, this Agreement. Each capitalized term used in any Exhibit, Schedule or Disclosure Schedule but not otherwise defined therein shall be defined as set forth in this Agreement. The Disclosure Schedules have been arranged in numbered and lettered sections and subsections corresponding to the applicable numbered and lettered sections and subsections contained in this Agreement. Each item disclosed in the applicable Disclosure Schedule shall constitute an exception to, or as applicable, disclosure for the purposes of, the representations and warranties (or covenants, as applicable) to which it makes reference and shall also be deemed to be constructively disclosed or set forth in any other section in such Disclosure Schedule relating to other sections of this Agreement to the extent a cross-reference is expressly made to such other section in such Disclosure Schedule or to the extent that the relevance of such item as an exception to, or as applicable, disclosure for the purposes of, another section of this Agreement is reasonably apparent from the face of such disclosure that such disclosure also qualifies or applies to, or is disclosed for the purposes of, such other section of this Agreement. The fact that any item of information is disclosed in any Disclosure Schedule shall not be construed to mean that such information is required to be disclosed hereby. Such information and the dollar thresholds set forth herein shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect,” or other similar terms in this Agreement. The inclusion of any item in the Disclosure Schedules shall not constitute an admission by the Company Aggregator, the Company or Parent, as applicable, that such item is or is not material. No disclosure in any Disclosure Schedule relating to any possible breach or violation of any Contract, Law or order shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. The Disclosure Schedules and the information contained in the Disclosure Schedules are intended only to qualify or provide disclosure for the purposes of the applicable representations, warranties and covenants contained in this Agreement and shall not be deemed to expand in any way the scope or effect of any such representations, warranties or covenants.

9.7 Governing Law; Consent to Jurisdiction.

(a) This Agreement, and any and all claims arising directly or indirectly out of or otherwise concerning this Agreement (whether based in contract, tort or otherwise) shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware (without regard to any choice or conflicts of laws principles, whether of the State of Delaware or any other jurisdiction, that might direct the application of another substantive Law to govern this Agreement).

(b) With respect to any and all Proceedings arising directly or indirectly out of or otherwise relating to this Agreement or the Transactions, each of the Parties: (i) irrevocably and unconditionally submits and consents to the exclusive jurisdiction of: (A) the Court of Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the Complex Commercial Division of the Superior Court of the State of Delaware or (B) in the event that a Proceeding involves claims exclusively within the jurisdiction of the federal courts, in the United States District Court for the District of Delaware (all such courts, collectively, the “Chosen Courts” and, individually, each a “Chosen Court”), for itself and with respect to its property; (ii) agrees that all claims in respect of such Proceeding shall be heard and determined only in any Chosen Court (and the appropriate respective appellate courts therefrom); (iii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agrees that, except in connection with any Proceeding brought against a party in another jurisdiction by an independent third person, it shall not bring any Proceeding directly or indirectly relating to this Agreement or any of the transactions contemplated hereby in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agrees that it shall not assert and waives any objection it may have based on inconvenient forum to the maintenance of any action or proceeding so brought. Each Party may make service on another Party by sending or delivering a copy of the process to the Party to be served at the address and in the manner provided for the giving of notices in Section 9.2. Nothing in this Section 9.7, however, shall affect the right of any person to serve legal process in any other manner permitted by Law.

9.8 Waiver of Jury Trial. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY (A) ARISING UNDER THIS AGREEMENT OR UNDER ANY TRANSACTION DOCUMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY OF THE TRANSACTIONS RELATED HERETO OR THERETO OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH OF THE PARTIES (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.8.

9.9 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

9.10 Counterparts; Effectiveness. This Agreement may be executed in two (2) or more counterparts (which may be delivered by electronic transmission), each of which (when executed) shall be deemed an original, and all of which together shall constitute one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties.

9.11 Fees and Expenses. Except as expressly set forth herein, each Party shall bear its own expenses incurred in connection with this Agreement and the Transactions, including all fees of its legal counsel, financial advisors, auditors and accountants; provided, that, for the avoidance of doubt, the Purchaser shall pay all Transfer Taxes in accordance with Section 8.5(a).

9.12 Specific Performance. The Parties agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, shall occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of them hereunder to consummate the Transactions) in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that (i) the Parties shall be entitled to an injunction, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (which, for the avoidance of doubt, includes the Parties’ obligation to consummate the Transactions), in addition to any other remedy to which they are entitled at Law or in equity and (ii) the right to seek specific enforcement is an integral part of the Transactions and without that right, none of the Parties would have entered into this Agreement. Each of the Parties agrees that it shall not oppose the granting of an injunction, specific performance and/or other equitable relief on the basis that any other Party has an adequate remedy at Law or that any award of an injunction, specific performance and/or other equitable relief is not an appropriate remedy for any reason at Law or in equity. Each of the Parties further agrees that the only permitted objection that it may raise in response to any action for an injunction, specific performance, or other equitable relief is that it contests the existence of a breach or threatened breach of this Agreement. Any Party seeking: (A) an injunction or injunctions to prevent breaches of this Agreement; (B) to enforce specifically the terms and provisions of this Agreement; and/or (C) other equitable relief, shall not be required to show proof of actual damages or to provide any bond or other security in connection with any such remedy.

9.13 No Recourse. All claims, obligations, liabilities or causes of action (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Agreement or the other Transaction Documents, or the negotiation, execution or performance or non-performance of this Agreement or the other Transaction Documents (including any representation or warranty made in, in connection with, or as an inducement to, this Agreement or the other Transaction Documents), may be made only against (and such representations and warranties are those solely of) the persons that are expressly identified as parties to this Agreement or the applicable Transaction Document (the “Contracting Parties”) except as set forth in this Section 9.13 or otherwise in this Agreement. In no event shall any Contracting Party have any shared or vicarious liability for the actions or omissions of any other person. Except as otherwise expressly set forth in this Agreement or any other Transaction Document, no person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or Representative or assignee of any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, Affiliate, agent, financing source, attorney or Representative or assignee of any of the foregoing (collectively, the “Nonparty Affiliates”), shall have any liability (whether in contract or in tort, in Law or in equity or otherwise, or granted by statute or otherwise, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) for any obligations or liabilities arising under, out of, in connection with, or related in any manner to this Agreement or the other Transaction Documents or for any claim based on, in respect of, or by reason of this Agreement or the other Transaction Documents or their negotiation, execution, performance or breach and, to the maximum extent permitted by applicable Law; and each party hereto waives and releases all such liabilities, claims, causes of action and obligations against any such Nonparty Affiliates. The Parties acknowledge and agree that the Nonparty Affiliates are intended third-party beneficiaries of this Section 9.13. Notwithstanding anything to the contrary herein, none of the Contracting Parties or any Nonparty Affiliate shall be responsible or liable for any multiple, consequential, indirect, special, statutory, exemplary or punitive damages which may be alleged as a result of this Agreement, the Transaction Documents or any other agreement referenced herein or therein or the transactions contemplated hereunder or thereunder, or the termination or abandonment of any of the foregoing.

[Signature Page Follows.]

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

	PARENT:

	MEDIACO HOLDING INC.

	By:	/s/ Kudjo Sogadzi
	Name:	Kudjo Sogadzi
	Title:	Interim President and Chief Operating Officer

	PURCHASER:

	MEDIACO OPERATIONS LLC

	By:	/s/ Kudjo Sogadzi
	Name:	Kudjo Sogadzi
	Title:	President and Chief Operating Officer

	COMPANY:

	ESTRELLA BROADCASTING, INC.

	By:	/s/ Brian Kei
	Name:	Brian Kei
	Title:	Chief Financial Officer

	COMPANY AGGREGATOR:

	SLF LBI AGGREGATOR, LLC

	By:	/s/ Colbert Cannon
	Name:	Colbert Cannon
	Title:	Managing Director

[Signature Page to Asset Purchase Agreement]

EX-3.1 3 ef20027147_ex3-1.htm EXHIBIT 3.1

Exhibit 3.1

ARTICLES OF AMENDMENT

AMENDED & RESTATED ARTICLES OF INCORPORATION

MEDIACO HOLDING INC.

April 17, 2024

MediaCo Holding Inc., a corporation organized and existing under the laws of the State of Indiana (the “Corporation”), does hereby certify that, pursuant to authority conferred upon the Board of Directors of the Corporation (the “Board of Directors”) by Article VIII of the Amended and Restated Articles of Incorporation of the Corporation (as previously amended on December 13, 2019, the “Articles of Incorporation”), and pursuant to the provisions of the Indiana Business Corporation Law, the Board of Directors, at a special meeting held on April 16, 2024, adopted resolutions providing for the designation, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions of the Corporation’s Series B Preferred Stock, which resolutions are as follows:

WHEREAS, the Articles of Incorporation provides for four classes of shares known as Class A Common Stock, Class B Common Stock, Class C Common Stock and preferred stock (“Preferred Stock”); and

WHEREAS, the Board of Directors is authorized by the Articles of Incorporation to provide for the issuance of the shares of Preferred Stock in one or more series, and by filing articles of amendment pursuant to the applicable law of the State of Indiana, to establish from time to time the number of shares to be included in each such series, and to fix the designation, preferences and rights of the shares of each such series and the qualifications, limitations and restrictions thereof, including, without limitation, the voting rights, dividend rate, purchase or sinking funds, provisions for redemption, conversion rights, redemption price and liquidation preference.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors deems it advisable to, and hereby does, designate a Series B Preferred Stock and fixes and determines the preferences, rights, qualifications, limitations and restrictions relating to the Series B Preferred Stock as follows:

1. Definitions.

“Accreted Dividends” means, as of any date of determination, with respect to each outstanding share of Series B Preferred Stock, the aggregate amount of Dividends that have been added to the Stated Value of such share pursuant to Section 3.1 and that have not subsequently been paid in cash pursuant to Section 3.2.

“Affiliate” means a Person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, a specified Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. The term “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other ownership interest, by contract or otherwise. For the avoidance of doubt, the Investor shall not be deemed an Affiliate of the Corporation, and vice versa, for purposes hereof.

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“Asset Purchase Agreement” means that certain Asset Purchase Agreement, dated on or about the date hereof, by and among the Corporation, MediaCo Operations LLC, a Delaware limited liability company, Estrella Broadcasting, Inc., a Delaware corporation, and SLF LBI Aggregator, LLC, a Delaware limited liability company.

“Business Day” means a day, other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by applicable Law to close.

“Change of Control” shall mean (i) the acquisition by any person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), other than the Investor or Standard General or any of their respective Affiliates, in a single transaction or a series of related transactions, of more than 50% of the total voting power of the Corporation (other than in a Non-Triggering Transaction (as defined below)), or (ii) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Corporation that requires the approval of the Corporation’s stockholders (a “Merger”), or the sale or other disposition of all or substantially all of the assets of the Corporation and its Subsidiaries to an entity that is not the Corporation or a wholly-owned subsidiary of the Corporation (a “Sale”), unless immediately following such Merger or Sale more than 50% of the total voting power of (x) the entity resulting from such Merger or the entity which has acquired all or substantially all of the assets of the Corporation and its Subsidiaries (in either case, the “Surviving Entity”), or (y) if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of 100% of the voting power of the Surviving Entity, is held by the holders of the voting power of the Corporation immediately prior to such Merger or Sale and in materially the same proportion to one another as they held prior to such Merger or Sale (any such Merger or Sale, a “Non-Triggering Transaction”).

“Closing Date” has the meaning set forth in the Asset Purchase Agreement.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Dividend” means the dividends accrued or to be made by the Corporation in respect of the Series B Preferred Stock in accordance with Section 3.1.

“Dividend Accrual Date” means March 31, June 30, September 30 and December 31, of each year, commencing on June 30, 2024.

“Dividend Rate” means 6.00% per annum; provided, however, that if a Trigger Event has occurred and is continuing, the Dividend Rate shall increase to:

(i) 8.00% per annum during the first (1st) six-month period after the occurrence of the Trigger Event; (ii) 8.50% per annum during the second (2nd) six-month period after the occurrence of the Trigger Event;

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(iii) 9.00% per annum during the third (3rd) six-month period after the occurrence of the Trigger Event;

(iv) 9.50% per annum during the fourth (4th) six-month period after the occurrence of the Trigger Event;

(v) 10.00% per annum during the fifth (5th) six-month period after the occurrence of the Trigger Event;

(vi) 10.50% per annum during the sixth (6th) six-month period after the occurrence of the Trigger Event;

(vii) 11.00% per annum during the seventh (7th) six-month period after the occurrence of the Trigger Event;

(viii) 11.50% per annum during the eighth (8th) six-month period after the occurrence of the Trigger Event; and

(ix) 12.00% per annum during any period thereafter;

until such Trigger Event is cured, at which point the Dividend Rate shall return to 6.00% per annum so long as no subsequent Trigger Event has occurred and is continuing.

“Equity Incentive Plan” means (a) any bona fide equity incentive plan of the Corporation approved in good faith by the Board of Directors for the purposes of issuing equity incentive or bonus compensation to any employees, directors or other service providers of the Corporation or any of its Subsidiaries and (b) any grant or issuance agreements executed in accordance with the foregoing.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supranational bodies such as the European Union or the European Central Bank).

“Holder” means a holder of shares of Series B Preferred Stock.

“Initial Stated Value” means $1,000 per share of Series B Preferred Stock.

“Investor” means HPS Investment Partners LLC and/or funds accounts or other investment vehicles controlled, managed or advised by HPS Investment Partners LLC.

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“Investor Director Designees” has the meaning set forth in the Stockholders Agreement.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities and executive orders, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“Liquidation Event” means any bankruptcy, liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

“Liquidation Preference” means, with respect to each share of Series B Preferred Stock, an amount equal to the sum of (i) the then-current Stated Value of such share of Series B Preferred Stock and (ii) all accrued Dividends thereon at the time of determination that have not been paid in cash or added to the Stated Value pursuant to Section 3.1.

“Mailing Date” has the meaning set forth in the Asset Purchase Agreement.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust (including any beneficiary thereof), a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Redemption Date” means the Mandatory Redemption Date or Optional Redemption Date, as applicable.

“Required Parent Stockholder Approval” has the meaning set forth in the Asset Purchase Agreement.

“Standard General” means Standard General, L.P.

“Stated Value” means, with respect to each outstanding share of Series B Preferred Stock, the Initial Stated Value of such share of Series B Preferred Stock as the same may be increased pursuant to Section 3.1 or decreased pursuant to Section 3.2; provided that the Stated Value shall never be less than the Initial Stated Value.

“Stockholders Agreement” means that certain stockholders agreement entered into among the Corporation, SG Broadcasting LLC, and the Investor, dated on or about the date hereof.

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“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or general partner of such limited liability company, partnership, association or other business entity.

“Treasury Regulations” means the Treasury regulations promulgated under the Code.

“Trigger Event” means each of the following: (i) any failure by the Corporation to redeem the shares of Series B Preferred Stock when required pursuant to Section 4, (ii) any payment default under, or acceleration of, the Corporation’s indebtedness for borrowed money with an aggregate principal amount outstanding thereunder exceeding $1.0 million, (iii) any breach of the consents rights set forth in Section 6, and (iv) any material breach by the Corporation of its other obligations, covenants or agreements set forth herein if such breach has not been cured within sixty (60) calendar days of such breach.

Promptly, and in any event within two (2) Business Days of the time any officer of the Corporation becomes aware of the occurrence of a Trigger Event, the Corporation shall provide notice to all Holders of such event with a sufficiently detailed summary of the events giving rise to such Trigger Event.

2. Designation; Ranking.

2.1 A total of sixty thousand (60,000) shares of the Corporation’s Preferred Stock shall be designated the “Series B Preferred Stock” (referred to herein as “Series B Preferred Stock”). Subject to Section 6.1(e), the Series B Preferred Stock shall rank senior and in priority of payment to all other equity securities of the Corporation, including with respect to any repayment, redemption, distributions, bankruptcy, insolvency, liquidation, dissolution or winding-up.

3. Dividends.

3.1 From and after the issuance date of each share of the Series B Preferred Stock, preferential cumulative dividends shall accumulate on a daily basis in arrears at the Dividend Rate as in effect from time to time on the then-current Stated Value of such share of Series B Preferred Stock, and such amount shall be automatically, whether or not declared by the Board of Directors and without any further action required by any party, added to the Stated Value of such share of Series B Preferred Stock on the Dividend Accrual Date, unless declared by the Board of Directors and paid in cash on the Dividend Accrual Date. Dividends shall be calculated assuming a 360-day year consisting of twelve 30-day months.

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3.2 At any time and from time to time when there are Accreted Dividends, the Corporation’s Board of Directors, or any authorized committee thereof, may declare and cause the Corporation to pay in cash, to the Holders on a record date fixed in accordance with the provisions of the Indiana Business Corporation Law, a dividend per share of Series B Preferred Stock equal to all or a portion of the Accreted Dividends on such share of Series B Preferred Stock, and the Stated Value and the amount of Accreted Dividends for such share of Series B Preferred Stock shall be reduced by the amount of such cash payment once paid. Any Dividends paid to Holders shall be paid pro rata among the Holders, based on the aggregate Stated Value of the shares of Series B Preferred Stock held by each Holder relative to the aggregate Stated Value of all shares of Series B Preferred Stock held by all Holders, and shall be paid in cash.

3.3 For the avoidance of doubt, no Dividend may be declared unless paid to the Holders in cash (it being understood that no Dividends may be declared or paid in securities or otherwise “in kind”).

4. Redemption.

4.1 (a) In the event of (i) a Change of Control, (ii) a Liquidation Event, (iii) a Trigger Event or (iv) the seventh (7th) anniversary of the Closing Date, the Corporation shall be required to redeem all shares of Series B Preferred Stock on the terms set forth in this Section 4.1 at a cash price per share equal to the then-current Liquidation Preference on the date of redemption (the “Mandatory Redemption Date”), which Mandatory Redemption Date shall be no later than the earlier of (i) the tenth (10th) Business Day following the Change of Control, the Liquidation Event or the Trigger Event, as applicable, and (ii) the date on which any other security holder or lender of the Corporation will receive a payment in connection with such Change of Control, Liquidation Event or Trigger Event. If on any Mandatory Redemption Date, Indiana law governing distributions to shareholders prevents the Corporation from redeeming all shares of Series B Preferred Stock, the Corporation shall ratably redeem the maximum number of shares of Series B Preferred Stock that it may redeem consistent with such law, and shall redeem the remaining shares of Series B Preferred Stock as soon as it may lawfully be permitted to do so under such law, in each case, prior to making any payments or distributions to other equity holders of the Corporation.

In connection with the foregoing required redemption, the Corporation shall send a notice to each Holder (the “Mandatory Redemption Notice”) promptly after the Corporation learns that such Change of Control, Liquidation Event or Trigger Event has occurred, or will occur stating (a) that a Change of Control, Liquidation Event or Trigger Event has occurred, or will occur, and that, in connection therewith, the Corporation will be redeeming such Holder’s shares of Series B Preferred Stock at a cash price per share equal to the then-current Liquidation Preference on the Mandatory Redemption Date, which date shall be specified in the notice, and (b) the reasonable procedures determined by the Corporation in good faith, consistent with this Section 4.1, that a Holder must follow in connection with the redemption. Notwithstanding the foregoing, the failure of a Holder to actually receive such notice nor any defect in such notice shall affect the absolute and unconditional requirement to redeem all shares of Series B Preferred Stock as provided in this Section 4.1. Each Holder shall use its reasonable best efforts to comply with the procedures for redemption specified in the Mandatory Redemption Notice, provided that failure by any Holder to comply with the procedures for redemption specified in the Mandatory Redemption Notice shall not affect or in any way limit the right of such Holder to receive payment of the redemption price pursuant to this Section 4.1.

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4.2 At any time, and from time to time, the Corporation shall have the right, at its option, to redeem, in whole or in part, outstanding shares of Series B Preferred Stock at a redemption price per share equal to the then-current Liquidation Preference of such share of Series B Preferred Stock on the date of redemption (the “Optional Redemption Date”), which Optional Redemption Date shall be no less than ten (10) and no more than sixty (60) calendar days following the delivery by the Corporation to the Holders of the Optional Redemption Notice (as defined below).

In connection with the foregoing optional redemption, the Corporation shall send a notice to each Holder of Series B Preferred Stock (the “Optional Redemption Notice”) no less than ten (10) and no more than sixty (60) calendar days prior to the Optional Redemption Date, stating (a) that the Corporation intends to redeem such Holder’s shares of Series B Preferred Stock at a cash price per share equal to the then-current Liquidation Preference on the Optional Redemption Date, which date shall be specified in the notice, and (b) the reasonable procedures determined by the Corporation in good faith, consistent with this Section 4.2, that a Holder of Series B Preferred Stock must follow in connection with the redemption. Each Holder shall use its reasonable best efforts to comply with the procedures for redemption specified in the Optional Redemption Notice, provided that failure by any Holder to comply with the procedures for redemption specified in the Optional Redemption Notice shall not affect or in any way limit the right of such Holder to receive payment of the redemption price pursuant to this Section 4.2.

Notwithstanding anything in the foregoing to the contrary, any Optional Redemption Notice may, at the Corporation’s option, be subject to one or more conditions precedent, and, if such redemption is so subject to satisfaction of one or more conditions precedent, the Optional Redemption Notice shall describe each such condition, and if applicable, shall state that, in the Corporation’s discretion, the redemption date may be delayed until such time (including more than sixty (60) days after the date the Optional Notice of Redemption was delivered) as any or all such conditions shall be satisfied, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the Optional Redemption Date, or by the Optional Redemption Date as so delayed.

4.3 If the Mandatory Redemption Notice or the Optional Redemption Notice, as applicable, shall have been duly given, and if on the Mandatory Redemption Date or the Optional Redemption Date, as applicable, the redemption price payable upon redemption of the shares of Series B Preferred Stock to be redeemed on such Redemption Date is paid, then dividends with respect to such shares of Series B Preferred Stock shall cease to accrue after such Redemption Date and all rights with respect to such shares shall forthwith after the Mandatory Redemption Date or the Optional Redemption Date, as applicable, terminate, except only the right of the Holders to receive the redemption price.

4.4 Any share or shares of Series B Preferred Stock acquired by the Corporation by reason of redemption, purchase, or otherwise shall be canceled and not reissued. Upon the cancellation of all outstanding shares of Series B Preferred Stock, the provisions of this Designation of Series B Preferred Stock shall terminate and have no further force and effect.

4.5 Any redemption price payable under this Section 4 shall be due and payable, in cash in immediately available funds, to the Holders on the applicable Redemption Date.

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5. Forced Sale Remedy; Securities Offering Remedy.

5.1 If the Corporation fails to redeem the Series B Preferred Stock when required pursuant to Section 4, the Corporation shall initiate a process to consummate, at the Corporation’s option, either (i) a sale of the Corporation and its Subsidiaries to an independent third party, including a sale of all, substantially all, or a part of the assets of the Corporation and its Subsidiaries (a “Sale Remedy”) or (ii) a securities offering (a “Securities Offering Remedy”), in each case, the net cash proceeds of which must suffice to, and be used to, satisfy its redemption obligations in accordance with Section 4.

5.2 Subject to the terms of the remainder of this Section 5, the Corporation shall manage and control the Sale Remedy Process and the Securities Offering Remedy process and may elect to pursue both processes as alternatives. The Corporation shall keep the Holders reasonably updated on such processes. In the event the Corporation fails to consummate either a Sale Remedy or a Securities Offering Remedy sufficient to consummate the applicable redemption within twelve (12) months of the applicable Redemption Date, then:

(a) until such redemption shall have been satisfied in full, the Investor, on behalf of the holders of the outstanding shares of Series B Preferred Stock, shall have the right, which may be exercised by written notice to the Corporation, to designate two (2) members to the Board of Directors (and replacements thereof if any such director shall resign or be unable to serve), which members (and any replacements thereof) shall be entitled to the same rights and protections to which the Investor Director Designees are entitled pursuant to Sections 3.4, 5.1, and 5.2 of the Stockholders Agreement;

(b) the Board of Directors shall form a special committee (the “Special Committee”) comprised only of the members of the Board of Directors the Investor, on behalf of the holders of the outstanding shares of Series B Preferred Stock, instructs the Board of Directors by written notice to the Corporation to appoint to the Special Committee (including replacements thereof if any such director shall resign or be unable to serve); and

(c) to the fullest extent permitted by applicable law, the Board of Directors shall empower the Special Committee to have the sole power to direct such Sale Remedy and/or Securities Offering Remedy at the Corporation’s expense until the Corporation has satisfied the applicable redemption in full.

To the fullest extent permitted by applicable law, the Corporation shall (i) cause its and its Subsidiaries’ directors, officers and employees to cooperate fully with the process of any Sale Remedy or Securities Offering Remedy provided for pursuant to this Section 5 and (ii) indemnify the members of the Special Committee, to the fullest extent permitted by applicable Law, in connection with their serving on the Special Committee and any actions taken in connection therewith. The Investor and each Holder shall have all remedies available at law and in equity in respect of enforcement of the foregoing provisions, including specific performance.

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6. Consent Rights.

6.1 So long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, directly or indirectly (including through any of its Subsidiaries), without the affirmative vote of the Holders of a majority of the then outstanding shares of Series B Preferred Stock, whether by written consent or at a meeting of the Holders duly called for such purpose, unless the outstanding shares of Series B Preferred Stock shall be redeemed in full upon the occurrence of such event:

(a) amend, alter, repeal or change the rights, preferences or privileges of the Series B Preferred Stock;

(b) amend, alter, repeal or change any provision of the Corporation’s Articles of Incorporation or its bylaws or this Articles of Amendment, in each case, in any manner that would adversely change the rights, preferences or privileges of, or impose any additional obligations on, the Holders;

(c) declare, pay or set aside any dividend or make any distribution with respect to any equity security of the Corporation other than (i) to Holders of the Series B Preferred Stock, (ii) dividends or distributions of equity securities junior to the Series B Preferred Stock (including pursuant to a shareholder rights agreement or “poison pill”), and (iii) distributions and payments, in an aggregate amount, including any amounts paid pursuant to clause (d)(iv) below, of up to $5.0 million per fiscal year of the Corporation;

(d) redeem, purchase or otherwise acquire any of the Corporation’s equity securities other than (i) repurchases of shares of equity securities from employees, officers and directors of the Corporation pursuant to an Equity Incentive Plan following the termination of their employment or services, to satisfy tax obligations or otherwise in accordance with such Equity Incentive Plan, (ii) redemptions and repurchases of equity securities in exchange solely for equity securities junior to the Series B Preferred Stock, (iii) redemptions, repurchases and acquisitions of shares of Series B Preferred Stock and (iv) redemptions, repurchases and acquisitions in an aggregate amount, including any amounts paid pursuant to clause (c)(iii) above, of up to $5.0 million per fiscal year of the Corporation;

(e) issue any equity securities (including equity-linked instruments and including by reclassification or otherwise) that is pari passu with, or senior to, the Series B Preferred Stock;

(f) issue or transfer to any third party equity securities of a Subsidiary of the Corporation unless such issuance or transfer is (i) to the Corporation or a wholly owned Subsidiary of the Corporation, (ii) required to comply with applicable Laws or (iii) part of a bona fide joint venture agreement and is not principally a financing transaction;

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(g) incur, assume, guarantee or otherwise become responsible for any indebtedness for borrowed money in an aggregate amount in excess of $7.5 million (excluding, for the avoidance of doubt, the Corporation’s indebtedness outstanding on the Closing Date under the First Lien Term Loan Agreement and the Second Lien Term Loan Agreement (each as defined in the Asset Purchase Agreement)); (h) acquire from, or dispose of assets (including, for the avoidance of doubt, any businesses) to, a third party in one transaction, or a series of related transactions, in an amount exceeding $2.5 million per fiscal year of the Corporation (which, in the case of transactions involving partial or total consideration of property other than cash, shall be calculated based on the fair market value of the total consideration as determined in the good faith judgment of the Board of Directors), in each case, excluding (i) dispositions of worn-out, obsolete or surplus equipment in the ordinary course of business, and (ii) any acquisition contemplated by the Option Agreement (as defined in the Asset Purchase Agreement);

(i) enter into any transaction, arrangement, agreement or contract with any Affiliates of the Corporation or any of its Subsidiaries, unless such transaction, arrangement, agreement or contract is on arms’ length terms approved by a majority of the disinterested directors on the Board of Directors (or a committee comprised solely of disinterested directors on the Board of Directors) and except as otherwise expressly contemplated by the Asset Purchase Agreement, the Registration Rights Agreement (as defined in the Asset Purchase Agreement) or the Parent Voting Agreement (as defined in the Asset Purchase Agreement);

(j) consolidate or merge with or into or wind up into (whether or not the Corporation is the surviving Person), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the Corporation’s consolidated assets, taken as a whole, in one or more related transactions, to any Person;

(k) declare (or consent to) any voluntary or involuntary bankruptcy, dissolve, liquidate, wind up its affairs or enter into receivership unless the Series B Preferred Stock will be redeemed in full at a price equal to the Liquidation Preference upon the occurrence of such event; or

(l) make any change, or enter into any transaction that would change, the classification of the Corporation as a corporation for U.S. federal income tax purposes or enter into any transaction that would otherwise result in the Holders holding equity in an entity classified for U.S. federal income tax purposes as other than a corporation.

6.2 Notwithstanding Section 6.1, so long as any shares of Series B Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of each of the then outstanding shares of Series B Preferred Stock adversely affected thereby, whether by written consent or at a meeting of the Holders of Series B Preferred Stock duly called for such purpose, amend, alter or repeal any provision of this Articles of Amendment so as to:

(a) reduce the number of shares of Series B Preferred Stock whose Holders must consent to an amendment or waiver pursuant to this Section 6.2;

(b) reduce the Dividend Rate or change the method of payment of dividends on the Series B Preferred Stock to anything other than cash or the method set forth in Section 3;

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(e) make cash payments payable on the Series B Preferred Stock payable in money other than United States Dollars (“U.S. dollars”);

(f) amend, modify or waive Section 2 except solely to reflect any issuance of Preferred Stock or other equity securities that is pari passu with, or senior to, the Series B Preferred Stock that is approved in accordance with Section 6.1; or

(g) amend, modify or waive Section 11.4.

6.3 Each Holder of Series B Preferred Stock will have one vote per share on any matter on which Holders of Series B Preferred Stock are entitled to vote separately as a class, whether at a meeting or by written consent, pursuant to the express terms of this Articles of Amendment or as applicable law, including the Indiana Business Corporation Law, may expressly require a separate class vote of the Holders of Series B Preferred Stock. Except as set forth in the immediately preceding sentence, each Holder of Series B Preferred Stock will not be entitled to vote on any matter submitted to the stockholders of the Corporation.

6.4 For the avoidance of doubt, any of the actions prohibited by or taken in contravention of Section 6.1 or Section 6.2 shall be ultra vires, null and void ab initio and of no force or effect.

6.5 For the avoidance of doubt, the terms and conditions set forth in Section 6.1 and Section 6.2 shall cease to be of any further force and effect upon such time that no share of Series B Preferred Stock remains outstanding.

7. Information Rights.

7.1 So long as any shares of Series B Preferred Stock are outstanding, the Corporation shall furnish to Holders:

(a) annual audited financial statements, quarterly unaudited financial statements and monthly unaudited financial statements, in each case, as soon as reasonably practicable after the completion of such period (and, in any event, no later than the date that such information is first required to be delivered to the Corporation’s security holders or lenders);

(b) all notices, reports and certificates furnished by the Corporation or any of its Subsidiaries to the lenders or other debt holders under the agreements governing the Corporation’s or any of its Subsidiaries’ indebtedness; and

(c) all notices delivered to the Corporation or any of its Subsidiaries from the lenders or other debt holders under the agreements governing the Corporation’s or any of its Subsidiaries’ indebtedness.

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8. Transfers.

8.1 On the Closing Date, the Series B Preferred Stock shall be represented by book-entry notations in the books and records of the Corporation. The Corporation shall keep and properly maintain at its principal executive offices a register of the outstanding shares of Series B Preferred Stock and any valid transfers thereof.

8.2 Subject to compliance with applicable securities laws, the Preferred Shares shall be freely transferable by the Holder thereof. In connection with any transfer of any share of Series B Preferred Stock, the transferring Holder and the proposed transferee shall duly complete and execute an assignment form substantially in the form attached hereto as Exhibit A and deliver such assignment form to the Corporation in accordance with Section 11.1.

8.3 Unless otherwise agreed to by the Corporation and the applicable Holder, each book-entry notation or certificate, if any, representing the Series B Preferred Stock will bear a restrictive legend substantially in the form set forth below:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OR DOCUMENTATION REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR APPLICABLE SECURITIES LAWS.

8.4 If physical certificates evidencing the Series B Preferred Stock are issued, the Corporation shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity (if requested) reasonably satisfactory to the Corporation.

9. Tax Reporting.

9.1. The Corporation and each Holder hereby agree that it is their intention that (i) the Series B Preferred Stock issued pursuant to this Agreement shall be treated as equity (and not debt) for U.S. federal income tax purposes and (ii) each Holder shall not be required to include in income as a dividend for U.S. federal income tax purposes the Accreted Dividends on such Series B Preferred Stock unless and until such Accreted Dividends are declared and paid in cash pursuant to Section 3.2 (the matters described in the foregoing clauses (i) and (ii), the “Intended Tax Treatment”).

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9.2. The Corporation and each Holder will report consistently with, and take no positions inconsistent with (including in reporting on any IRS Form 1099 or any other information return), the Intended Tax Treatment unless otherwise required by a change in applicable law or a final “determination” (within the meaning of Section 1313(a) of the Code, and any similar provision of law) of a Governmental Authority which is binding on the Corporation.

9.3. The Corporation shall (i) provide to any Holder, on a timely basis within a reasonable period following such Holder’s written request, (x) a certification that the Series B Preferred Stock held by such Holder does not constitute a United States real property interest, in accordance with Treasury Regulations Section 1.897-2(h)(1) or (y) written notice of its legal inability to provide such a certification and (ii) in connection with the provision of any certification pursuant to the preceding clause (i)(x), comply with the notice provisions set forth in Treasury Regulations Section 1.897-2(h).

9.4. The Corporation shall use commercially reasonable efforts to provide any information reasonably requested by the Holders and necessary to enable the Holders to comply with their U.S. federal income tax reporting obligations.

10. Additional Rights; Freedom to Pursue Opportunities.

10.1. For so long as the Investor has any rights under Articles III or IV of the Stockholders Agreement, the Holders, as Holders of the Series B Preferred Stock, shall have such rights as if such rights were set forth herein, mutatis mutandis; provided, that in no event shall the foregoing result in any duplication of rights simultaneously exercisable by both the Investor and the Holders of the Series B Preferred Stock, and the Corporation shall be entitled to conclusively rely upon and act in accordance with, without any further action or inquiry, any action or determination made by the Investor under the Stockholders Agreement.

10.2. The Holders shall be entitled to take such actions and receive the benefits as set forth in Section 5.1 of the Stockholders Agreement as if such provisions were set forth herein, mutatis mutandis.

11. Miscellaneous.

11.1. Any notice or other communication required or permitted to be delivered to any party under this Articles of Amendment will be in writing and delivered by (a) email or (b) overnight delivery via a national courier service:

with respect to any Holder, at the email address or physical address on file with the Corporation, with a copy (which will not constitute notice) so long as the Investor is a Holder to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Brian Scrivani; Jeffrey Marell; Luke Jennings

Email: bscrivani@paulweiss.com; jmarell@paulweiss.com; ljennings@paulweiss.com

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with respect to the Corporation, to the following email address or physical address, as applicable:

MediaCo Holding Inc.

48 West 25th Street, Floor 3

New York, NY 10010

Attention: Chief Financial Officer and Vice President of Legal

Email: legal@mediacoholding.com

with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Philip Richter; Colum J. Weiden

Email: Philip.Richter@friedfrank.com; Colum.Weiden@friedfrank.com

Notice or other communication pursuant to this Section 11.1 will be deemed given or received when delivered, except that any notice or communication received by email transmission on a non-Business Day or on any Business Day after 5:00 p.m., New York City time, or by overnight delivery on a non-Business Day, will be deemed to have been given and received at 9:00 a.m., New York City time, on the next Business Day. Any party may specify a different address, by written notice to the other party. The change of address will be effective upon the other party’s receipt of the notice of the change of address.

11.2. Whenever possible, each provision hereof will be interpreted in a manner as to be effective and valid under applicable Law, but if any provision hereof is held to be prohibited by or invalid under applicable Law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating or otherwise adversely affecting the remaining provisions hereof.

11.3. This Articles of Amendment and all questions relating to the interpretation or enforcement of this Articles of Amendment will be governed by and construed in accordance with the Laws of the State of Indiana without regard to the Laws of the State of Indiana or any other jurisdiction that would call for the application of the substantive Laws of any jurisdiction other than the State of Indiana.

11.4. The various provisions set forth herein are for the benefit of the Holders and will be enforceable by them, including by one or more actions for specific performance, in addition to any other remedies to which they may be entitled, at law or in equity. The Corporation acknowledges that the subject matter of this Articles of Amendment is unique and that the Holders would be damaged irreparably in the event that any of the provisions of this Articles of Amendment are not performed in accordance with their specific terms or otherwise are breached, and that remedies at law would not be adequate to compensate such other parties not in default or in breach. Accordingly, the Corporation agrees that the Holders shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Articles of Amendment and to enforce specifically the terms and provisions of this Articles of Amendment in addition to any other remedies to which they may be entitled, at law or in equity. The Corporation waives any defense that a remedy at law is adequate and any requirement to post bond or provide similar security in connection with actions instituted for injunctive relief or specific performance of this Articles of Amendment. All remedies available under this Articles of Amendment, at law, in equity or otherwise, will be deemed cumulative and not alternative or exclusive of other remedies. The exercise by any Holder of a particular remedy will not preclude the exercise of any other remedy.

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11.5. Except as set forth in Section 6.2, any provision contained herein and any right of the Holders granted hereunder may be waived as to all shares of Series B Preferred Stock (and the Holders thereof) upon the vote or written consent of the Holders of a majority of the shares of Series B Preferred Stock then outstanding.

11.6. The headings of the sections included herein are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.

11.7. All dollar amounts referred to herein are in U.S. Dollars, and all amounts owing or payable hereunder shall be paid in U.S. dollars.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to be signed on the date first written above.

	MEDIACO HOLDING INC.

	By:	/s/ Kudjo Sogadzi
		Name: Kudjo Sogadzi
		Title: Interim President and Chief Operating Officer

[Signature Page to Articles of Amendment (Class B Preferred Shares)]

EXHIBIT A

ASSIGNMENT FORM

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of its rights and interest in and to ___________ Series B Preferred Stock standing in its name on the books of the Corporation to:

Name:
	(Please Print)

Address:
	(Please Print)

The undersigned hereby irrevocably instructs and appoints the officers of the Corporation its agent and attorney-in-fact (each, an “Agent”) to transfer the number of Series B Preferred Stock specified above on the books of the Corporation, to register each such transferee as the registered owner thereof and to take all other necessary and appropriate action to effect such transfer and registration. The Agent may substitute and appoint one or more persons to act on his or her behalf.

	[Holder]

	By:
		Name:
		Title:

EX-4.1 4 ef20027147_ex4-1.htm EXHIBIT 4.1

Exhibit 4.1

EXECUTION VERSION

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OR OTHER APPLICABLE SECURITIES LAWS.

MEDIACO HOLDING INC.

CLASS A COMMON STOCK PURCHASE WARRANT

Issue Date: April 17, 2024 (the “Issue Date”)

THIS CLASS A COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, SLF LBI Aggregator, LLC, a Delaware limited liability company (together with its permitted successors and assigns hereunder, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions herein set forth, at any time on or after the applicable Warrant Effective Date and on or prior to the Termination Date, to purchase from MediaCo Holding Inc., an Indiana corporation (the “Company”), up to 28,206,152 shares (subject to the limitations contained herein and subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”). The purchase price per Warrant Share equals the Exercise Price, as defined in Section 2(b). Defined terms used and not defined in this Warrant shall have the meaning ascribed to such terms in the Asset Purchase Agreement (as defined below).

As used in this Warrant:

“Asset Purchase Agreement” means that certain Asset Purchase Agreement, dated as of the Issue Date, by and among the Company, the Holder, MediaCo Operations LLC, a Delaware limited liability company, and Estrella Broadcasting, Inc., a Delaware corporation, and the other parties thereto.

“Beneficially Owned” has the meaning given to such term in Rule 13d-3 under the Exchange Act.

“Business Day” means any day other than a Saturday, Sunday or any day on which banks are not required or authorized to close in New York, New York.

“Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests or equivalents in (including securities convertible into, or exchangeable for or exercisable into) capital stock of such corporation (whether voting or nonvoting and whether common or preferred), (ii) with respect to any Person that is not a corporation, individual or governmental entity, any and all partnership, membership, limited liability company or other equity interests of such Person that confer on the Holder thereof the right to receive a share of the profits and losses of, or the distribution of assets of, the issuing Person, and (iii) any and all warrants, rights (including conversion and exchange rights) and options to purchase any security described in the clause (i) or (ii) above.

“Close of Business” shall mean 5:00 p.m., Eastern Time, on any Business Day.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” of any asset as of any date of determination means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm’s length transaction, as determined in good faith by the Board of Directors of the Company.

“Law” means each provision of any currently implemented federal, state, provincial, territorial or local or foreign law, statute, ordinance, order, code, rule, regulation or other requirement, promulgated or issued by any Governmental Authority.

“Market Price” means, with respect to any security, as of a particular date (the “Valuation Date”), the following: (i) if such security is then quoted on The NASDAQ Global Select Market (the “NASDAQGSM”), The New York Stock Exchange (“NYSE”), The NASDAQ Global Market (the “NASDAQGM”), Pink OTC Markets (the “OTC”) or any similar exchange, quotation system or association (each, a “Trading Market”), the arithmetic average of the daily volume weighted average prices, as reported by Bloomberg Financial L.P. (or a comparable service if unavailable), of one share of such security on the principal Trading Market for the period of five trading days consisting of the trading day immediately prior to the Valuation Date and the four trading days immediately prior to such date or (ii) if such security is not then quoted on a Trading Market, the Fair Market Value of one share of such security as of the Valuation Date, as determined in good faith by the Board of Directors of the Company.

“Person” means any individual, partnership, corporation, limited liability company, association, joint stock company, trust, joint venture, unincorporated organization or governmental entity (or any department, agency, or political subdivision thereof).

“Securities Act” means the Securities Act of 1933, as amended.

“Termination Date” means the Close of Business on the last day of the six month period following the date on which the Required Parent Stockholder Approval has been obtained (provided, that if such day is not a Business Day, then “Termination Date” means the next succeeding day that shall be a Business Day).

“Warrant Effective Date” means, (a) subject to the 19.9% Share Cap, with respect to 9,300,650 Warrant Shares (as the same may be adjusted hereunder), the Issue Date, and (b) with respect to 18,905,502 Warrant Shares (as the same may be adjusted hereunder), the date on which the Required Parent Stockholder Approval has first been obtained.

Section 1. Exercisability.

(a) The Holder’s right to exercise this Warrant with respect to the Warrant Shares is subject to limitations on exercisability as set forth in this Section 1.

(b) This Warrant and the Holder’s rights hereunder with respect to the Warrant Shares (subject to adjustment as set forth in this Warrant, including, without limitation, Section 3 and except as expressly set forth in Section 3(c)) will be exercisable from and after the applicable Warrant Effective Date.

(c) Notwithstanding anything to the contrary in this Warrant, (i) the Company’s obligation to issue to the Holder, and the Holder’s right to acquire on exercise, any Warrant Shares shall be subject to (A) Article XI and Article XII of the Company’s Amended and Restated Articles of Incorporation (as may be amended from time to time, the “Charter”), and (B) Section 5.7 of the Company’s Amended and Restated Bylaws (as may be amended from time to time, the “Bylaws”) (each of (A) and (B) an “Ownership Limitation” and collectively, the “Ownership Limitations”), (ii) in no event shall the aggregate number of Warrant Shares issuable to the Holder upon exercise of this Warrant exceed 19.9% of the aggregate number of shares of Parent Common Stock outstanding, or the voting power of such outstanding shares of Parent Common Stock, on the Business Day immediately preceding the Issue Date, calculated in accordance with the applicable rules of the principal Trading Market on which shares of Class A Common Stock are listed for trading (the “19.9% Share Cap”), unless and until the Required Parent Stockholder Approval has been obtained, and (iii) any Warrant Shares issuable upon exercise of this Warrant prior to the date on which the Required Parent Stockholder Approval has been obtained shall not be entitled to vote in respect of the Parent Proposal at the Parent Stockholders’ Meeting.

Section 2. Exercise.

(a) Subject to Section 1, exercise of the rights represented by this Warrant with respect to Warrant Shares may be effected, in whole or in part, at any time or times on or after the Warrant Effective Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly completed and executed copy of a notice of exercise substantially in the form attached hereto as Exhibit A (a “Notice of Exercise”). The date on which such delivery will have taken place (or be deemed to have taken place) will be referred to herein as the “Exercise Date”. Within two Business Days following the date of exercise as aforesaid, the Holder will deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise, at its option, (i) by wire transfer of immediately available funds or (ii) by cashless exercise as set forth in Section 2(d); provided, however, in the event that the Holder has not delivered such aggregate Exercise Price within two Business Days following the date of such exercise as aforesaid, the Company will not be obligated to deliver such Warrant Shares hereunder until such payment is made. Notwithstanding anything herein to the contrary, the Holder will not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder will surrender this Warrant to the Company for cancellation within three Business Days after the relevant event will have occurred. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder will have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company will maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company will deliver any objection to any Notice of Exercise within two Business Days of receipt of such notice. The Holder, by acceptance of this Warrant, acknowledges and agrees that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(b) Exercise Price. The “Exercise Price” per Warrant Share will be $0.00001, subject to any adjustment required by Section 3. The aggregate Exercise Price as of any Exercise Date shall be rounded to the nearest whole cent.

(i) Delivery of Warrant Shares Upon Exercise. Upon each exercise of this Warrant, the Company will promptly, but in no event later than two Business Days after delivery of the applicable Notice of Exercise (subject to delivery by the Holder to the Company of the aggregate Exercise Price payable pursuant to Section 2(b) or pursuant to the cashless exercise provisions of Section 2(d)), instruct the transfer agent for the Class A Common Stock (the “Transfer Agent”) to record the issuance of the Warrant Shares purchased hereunder to the Holder in book-entry form pursuant to the Transfer Agent’s regular procedures. The Warrant Shares will be deemed to have been issued, and the Holder will be deemed to have become a holder of record of such shares for all purposes, as of the Exercise Date with payment to the Company of the Exercise Price having been paid.

(ii) Automatic Exercise. To the extent that this Warrant has not, as of the Termination Date, been fully exercised, and the Required Parent Stockholder Approval shall have been obtained, this Warrant shall be deemed automatically exercised on a cashless basis pursuant to Section 2(d) (even if this Warrant is not surrendered pursuant to Section 2(a), provided that the Holder shall still be obligated to return this Warrant to the Company as soon as reasonably practicable) on such Termination Date. For purposes of such automatic exercise, the Market Price per share of Class A Common Stock on the Termination Date shall be used when calculating the Warrant Share amount in accordance with Section 2(d). To the extent this Warrant is deemed automatically exercised pursuant to this Section 2(c)(ii), the Company agrees to, as soon as reasonably practical, notify the Holder of the number of Warrant Shares, if any, the Holder is to receive by reason of such automatic exercise.

(iii) Rescission Rights. If the Company fails to issue or cause to have issued the Warrant Shares pursuant to Section 2(c)(i) within two Business Days after delivery of the applicable Notice of Exercise, then the Holder will have the right to rescind such exercise. The right of rescission of the Holder under this Section 2(c)(iii) is subject to delivery by the Holder of the aggregate Exercise Price payable pursuant to Section 2(b) or Section 2(d).

(iv) No Fractional Shares or Scrip. Notwithstanding any provision contained in this Warrant to the contrary, no fractional shares or scrip representing fractional shares will be issued upon the exercise of this Warrant. If, by reason of any cashless exercise of this Warrant pursuant to Section 2(d), or any adjustment made pursuant to Section 3, the Holder would be entitled, upon exercise of this Warrant, to receive a fractional interest in a share of Class A Common Stock, the Company shall, upon such exercise, round to the nearest whole number the number of shares of Class A Common Stock to be issued to the Holder.

(v) Charges, Taxes and Expenses. Issuance of Warrant Shares will be made without charge to the Holder for any issue, transfer, stamp or other tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses will be paid by the Company, and such Warrant Shares will be issued in the name of the Holder. Without limiting the generality of the foregoing, the Company will pay all fees required for same-day processing of any Notice of Exercise. For the avoidance of doubt, any issue, transfer, stamp or other tax incurred with respect to a Transfer of all or any portion of the Warrant or Warrant Shares shall be paid by the Holder.

(vi) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant pursuant to the terms hereof.

(d) In lieu of paying the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer of immediately available funds pursuant to Section 2(a), the Holder may elect to exercise the purchase rights represented by this Warrant by authorizing the Company to withhold and not issue to the Holder, in payment of the Exercise Price thereof, a number of such Warrant Shares equal to the quotient of (i) the product of (A) number of Warrant Shares for which the Warrant is being exercised, multiplied by (B) the Exercise Price, divided by (ii) the Market Price on the Exercise Date (and such withheld Warrant Shares will no longer be issuable under the Warrant, and the Holder will not have any rights or be entitled to any payment with respect to such withheld Warrant Shares).

Section 3. Certain Adjustments.

(a) Stock Dividends, Distributions, Subdivision, Combinations and Consolidations. If the Company, at any time while this Warrant is outstanding (in whole or in part): (i) pays a stock dividend or makes a distribution on shares of Class A Common Stock in the form of shares of its Class A Common Stock, (ii) subdivides outstanding shares of Class A Common Stock into a larger number of shares, or (iii) combines or consolidates (including, without limitation, by reverse stock split) outstanding shares of Class A Common Stock into a smaller number of shares, then, in each case, the number of shares of Class A Common Stock issuable after such event upon exercise of this Warrant will be equal to the number of shares of Class A Common Stock issuable upon exercise of this Warrant prior to such event multiplied by a fraction of which the numerator will be the number of shares of Class A Common Stock outstanding immediately after such event and of which the denominator will be the number of shares of Class A Common Stock outstanding immediately before such event, and the Exercise Price will be proportionately adjusted such that the aggregate Exercise Price of this Warrant in respect of all Warrant Shares will remain unchanged. Any adjustment made pursuant to this Section 3(a) will become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and will become effective immediately after the effective date in the case of a subdivision, combination or consolidation.

(b) Reclassifications, Consolidations and Mergers. In the event of (i) any reclassification of the Class A Common Stock (other than (A) a change in par value or from par value to no par value or from no par value to par value or (B) as a result of a stock dividend, subdivision, combination or consolidation of shares as to which Section 3(a) will apply), or (ii) any consolidation or merger of the Company with or into another Person (where the Company is not the surviving corporation or where there is a change in or distribution with respect to the Class A Common Stock) or any sale or lease of all or substantially all of the Company’s assets to another Person (each of the foregoing, a “Transaction”), lawful and adequate provision shall be made so that Holder, upon exercise of this Warrant at any time on or after the consummation of the Transaction, shall be entitled to receive, and this Warrant shall thereafter be exercisable for, the kind and number of shares of stock or other securities or property (“Alternate Consideration”) of the Company or of the successor entity resulting from such Transaction (and/or the issuer or payor of the Alternate Consideration, as applicable) to which the Holder would have been entitled upon consummation of such Transaction if the Holder had exercised this Warrant immediately prior thereto; provided, however, that if the holders of the shares of Class A Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such Transaction, then the kind and amount of shares of stock or other securities or property constituting the Alternate Consideration for which this Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of shares of Class A Common Stock in such Transaction that affirmatively make such election. From and after any such Transaction, all references to “Warrant Shares” and similar references herein will be deemed to refer to the Alternate Consideration to which the Holder is entitled pursuant to this Section 3(b). In the event of any Transaction in which the Company is not the continuing or surviving entity (or is not the issuer or payor of the Alternate Consideration), proper provision will be made so that such continuing or surviving entity (and/or the issuer or payor of the Alternate Consideration) will agree to carry out and observe the obligations of the Company under this Warrant such that the provisions of this Section 3 will apply with equal effect with respect to the Alternate Consideration and similarly apply to successive Transactions. If any Transaction also results in a change in Class A Common Stock covered by Section 3(a), then such adjustment shall be made pursuant to Section 3(a) and not this Section 3(b).

(c) Dissolution, Liquidation or Winding Up. If the Company, at any time after the Issue Date but prior to the Termination Date (or, if earlier, the exercise in full of this Warrant), commences a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, regardless of whether the Required Parent Stockholder Approval shall have been obtained, (i) the Holder shall receive the kind and number of other securities or assets which the Holder would have been entitled to receive if the Holder had exercised in full this Warrant and acquired the applicable number of Warrant Shares then issuable hereunder as a result of such exercise immediately prior to the time of such dissolution, liquidation or winding up, and (ii) the right to exercise this Warrant shall terminate on the date on which the holders of record of Class A Common Stock shall be entitled to exchange their Class A Common Stock for securities or assets deliverable upon such dissolution, liquidation or winding up.

(d) Participation in Distributions. During such time as this Warrant is outstanding, if the Company declares or makes any cash or non-cash dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Class A Common Stock, by way of return of capital or otherwise, including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction, and excluding any dividend or distribution referred to in the first sentence of Section 3(a) or Section 3(b) (a “Distribution”), at any time after the Issue Date, then, in each such case, the Holder will be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Class A Common Stock acquirable upon complete exercise of this Warrant immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Class A Common Stock are to be determined for the participation in such Distribution; provided, however, to the extent that an Ownership Limitation prevents the Holder from participating in any non-cash Distribution, then the Holder will not be entitled to participate in such Distribution to such extent and the Company will pay to the Holder cash in an aggregate amount equal to the Fair Market Value of the stock or other securities, property or options constituting the portion of such non-cash Distribution so withheld by the Company (with such Fair Market Value being determined by the Board of Directors of the Company in good faith); provided, further, that if the Holder is unable to participate in all or any portion of a cash Distribution by reason of an Ownership Limitation, the number of shares of Class A Common Stock (or other class of Capital Stock of the Company) for which this Warrant will be exercisable will be increased by a number of shares equal to (x) the aggregate amount of the cash Distribution that the Holder is unable to participate in by reason of an Ownership Limitation, divided by (y) the Market Price per share of shares of Class A Common Stock, and the Exercise Price will be proportionately adjusted such that the aggregate Exercise Price of this Warrant in respect of all Warrant Shares will remain unchanged and such adjustment will become effective immediately after the record date for the determination of stockholders entitled to receive such cash Distribution.

(e) Calculations. All calculations under this Section 3 will be made to the nearest cent or the nearest 1/100th of a share, as the case may be.

(f) Notice to Holder. Whenever any of the terms of this Warrant are adjusted pursuant to any provision of this Section 3 or any other applicable provision hereof, the Company will promptly send to the Holder a notice signed by a duly authorized officer of the Company setting forth (x) the Exercise Price, number of Warrant Shares and, if applicable, the kind and amount of Alternate Consideration purchasable hereunder after such adjustment, and (y) in reasonable detail, the method of calculation of the foregoing and the facts upon which such calculations are based. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such adjustment event.

Section 4. Transfer of Warrant and Warrant Shares.

(a) Restrictive Legend. The Warrant Shares (unless and until registered under the Securities Act or transferred pursuant to Rule 144 promulgated under the Securities Act, or any successor rule or regulation hereafter adopted by the SEC, as such rule may be amended from time to time (“Rule 144”)) will be stamped or imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT UNDER ANY CIRCUMSTANCES BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY OTHER APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE SECURITIES LAWS.

(b) Transferability. Subject to the Ownership Limitations and compliance with the Securities Act and other applicable federal or state securities or blue sky laws, the Holder may, directly or indirectly sell, assign, transfer, pledge, encumber or otherwise dispose of (“Transfer”) any portion of this Warrant without the prior written consent of the Company. In connection with any Transfer of all or any portion of this Warrant, the Holder must provide an assignment form substantially in the form attached hereto as Exhibit B duly completed and executed by the Holder or any such subsequent Holder, as applicable, and the proposed transferee must consent in writing to be bound by the terms and conditions of this Warrant. Upon any Transfer of this Warrant in full, the Holder will be required to physically surrender this Warrant to the Company within three Business Days of the date the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(c) Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the registration of this Warrant and any valid exercises or assignments in accordance with the terms and conditions hereof.

Section 5. Tax Treatment.

The Company and the Holder hereby acknowledge and agree that (i) the Warrant will be treated as common equity of the Company solely for U.S. federal, state and local income tax purposes and (ii) the exercise of the Warrant will be disregarded for U.S. federal, state and local income tax purposes (the “Intended Tax Treatment”). The Company and the Holder shall (i) adhere to the Intended Tax Treatment for U.S. federal, state and local income tax purposes, (ii) not take any action or file any tax return, report or declaration inconsistent therewith and (iii) prepare their respective federal income tax returns in a manner consistent with the foregoing agreement, in each case, unless otherwise required by a change in law occurring after the date hereof, a closing agreement with the applicable tax authority or a final judgment from a court of competent jurisdiction.

Section 6. Miscellaneous.

(a) No Rights as Stockholder Until Exercise. Except as expressly set forth herein, this Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(c).

(b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon delivery by the Holder to the Company of (i) notice of the loss, theft, destruction or mutilation of this Warrant and (ii) in the case of loss, theft or destruction, an indemnity agreement in a form and amount reasonably satisfactory to the Company or, in the case of mutilation, surrender of the mutilated Warrant, the Company will make and deliver a new Warrant of like tenor dated as of the Issue Date.

(c) Saturdays, Sundays, Holidays, Etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein will not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

(d) Authorized Shares. The Company covenants that, during the period this Warrant is exercisable (in whole or in part), it will reserve from its authorized and unissued Class A Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant will constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant.

(e) Governing Law. This Warrant, and all claims or causes of action (whether at law or in equity, in contract or in tort) that may be based upon, arise out of or relate to this Warrant, or the negotiation, execution or performance hereof, or the transactions contemplated hereby, will be governed by and construed in accordance with the domestic substantive or procedural laws of the State of Delaware, including its statutes of limitations, without giving effect to any conflict of laws or other rule (whether of the State of Delaware or any other jurisdiction) that would result in the application of the Laws of a different jurisdiction.

(f) Nonwaiver. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder will operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies.

(g) Notices. Any notice or other communication required or permitted to be delivered to any party under this Warrant will be in writing and delivered by (i) email or (ii) overnight delivery via a national courier service to the following email address or physical address, as applicable:

If to the Company, to:

MediaCo Holding Inc.

48 West 25th Street, Floor 3

New York, NY 10010

Attention: Chief Financial Officer and Vice President of Legal

Email: legal@mediacoholding.com

With a copy (which will not constitute notice) to:

Fried Frank Harris Shriver & Jacobson LLP

One New York Plaza

New York, NY 10004

Attention: Philip Richter; Colum J. Weiden

Email: philip.richter@friedfrank.com; colum.weiden@friedfrank.com

If to the Holder, to:

SLF LBI Aggregator, LLC

40 West 57th Street, 33rd Floor

New York, NY 10019

Attention: Colbert Cannon; Brett Pertuz

Email: colbert.cannon@hpspartners.com; brett.pertuz@hpspartners.com

With a copy (which will not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Brian Scrivani; Jeffrey Marell; Luke Jennings

Email: bscrivani@paulweiss.com; jmarell@paulweiss.com; ljennings@paulweiss.com

Notice or other communication pursuant to Section 6(g) will be deemed given or received when delivered, except that any notice or communication received by email transmission on a non-Business Day or on any Business Day after 5:00 p.m. addressee’s local time or by overnight delivery on a non-Business Day will be deemed to have been given and received at 9:00 a.m. addressee’s local time on the next Business Day. Any party may specify a different address, by written notice to the other party. The change of address will be effective upon the other party’s receipt of the notice of the change of address.

(h) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby will inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and will be enforceable by the Holder or holder of Warrant Shares.

(i) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(j) Severability. Wherever possible, each provision of this Warrant will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant will be prohibited by or invalid under applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(k) Headings. The headings used in this Warrant are for the convenience of reference only and will not, for any purpose, be deemed a part of this Warrant.

[Signatures Contained on the Following Page]

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the Issue Date.

	MEDIACO HOLDING INC.
	By:	/s/ Kudjo Sogadzi
		Name: Kudjo Sogadzi
		Title: Interim President and Chief Operating Officer

Acknowledged and Agreed:

SLF LBI AGGREGATOR, LLC

By:

/s/ Colbert Cannon

Name: Colbert Cannon
Title: Managing Director

[Signature Page to Warrant]

EXHIBIT A

NOTICE OF EXERCISE

TO: [●]

Reference is made to the Class A Common Stock Purchase Warrant (the “Warrant”) issued by MediaCo Holding Inc. (the “Company”) on April 17, 2024. Capitalized terms used but not otherwise defined herein will the respective meanings give thereto in the Warrant.

(1) The undersigned Holder of the Warrant hereby elects to exercise the Warrant for ______ Warrant Shares, subject to (check one):

☐ delivery of the aggregate Exercise Price for the Warrant Shares as to which the Warrant is so exercised; or

☐ cashless exercise pursuant to Section 2(d) of the Warrant.

The undersigned Holder hereby instructs the Company to issue the applicable number of Warrant Shares, or the net number of shares of Class A Common Stock issuable upon exercise of the Warrant pursuant to the cashless exercise provisions of Section 2(d) of the Warrant, in the name of the undersigned Holder.

(2) The undersigned Holder hereby represents and warrants to the Company that, as of the date hereof:

a) Experience; Accredited Investor Status. The Holder (i) is an accredited investor as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act, (ii) is capable of evaluating the merits and risks of its investment in the Company, (iii) has the capacity to protect its own interests, and (iv) has the financial ability to bear the economic risk of its investment in the Company.

b) Company Information. The Holder has been provided access to all information regarding the business and financial condition of the Company, its expected plans for future business activities, material contracts, intellectual property, and the merits and risks of its purchase of the Warrant Shares, which it has requested or otherwise needs to evaluate an investment in the Warrant Shares. It has had an opportunity to discuss the Company’s business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company’s operations and facilities. It has also had the opportunity to ask questions of, and receive answers from, the Company and its management regarding the terms and conditions of this investment and all such questions have been answered to its satisfaction.

c) Investment. The Holder has not been formed solely for the purpose of making this investment and is acquiring the Warrant Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution of any part thereof. It understands that the Warrant Shares have not been registered under the Securities Act or applicable state and other securities laws and are being issued by reason of a specific exemption from the registration provisions of the Securities Act and applicable state and other securities laws, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of its representations as expressed herein.

d) Transfer Restrictions. The Holder acknowledges and understands that (i) transfers of the Warrant Shares are subject to transfer restrictions under the federal securities laws or blue sky laws and the Ownership Limitations, and (ii) it may have to bear the economic risk of this investment for an indefinite period of time unless the Warrant Shares are subsequently registered under the Securities Act and applicable state and other securities laws or unless an exemption from such registration is available.

e) Compliance with Federal Communication Laws. The Holder acknowledges that issuance of the Warrant Shares is subject to the Ownership Limitations. After giving effect to the issuance of the Warrant Shares pursuant to this Warrant exercise taken together with the Capital Stock of the Company otherwise Beneficially Owned by the Holder, the Ownership Limitations will not be breached.

Name of Registered Owner:

Signature of Authorized Signatory of Registered Owner:

Name of Authorized Signatory:
Title of Authorized Signatory:

Date:

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, confirm that there are no restrictions applicable thereto, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers all of its rights and interest in and to ___________ Warrant Shares (as defined in the attached Warrant (the “Warrant”)), standing in its name on the books of the Company and represented by the Warrant, to:

Name:
		(Please Print)
Address:
		(Please Print)

The undersigned hereby irrevocably instructs and appoints the officers of the Company its agent and attorney-in-fact (each, an “Agent”) to transfer the number of Warrant Shares specified above on the books of the Company, to register each such transferee as the registered owner thereof and to take all other necessary and appropriate action to effect such transfer and registration, including the issuance of one or more new or replacement Warrants. The Agent may substitute and appoint one or more persons to act on his or her behalf.

	[Holder]

	By:
		Name:
		Title:

EX-10.1 5 ef20027147_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

Execution Version

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of April 17, 2024, by and among Estrella Broadcasting, Inc., a Delaware corporation (the “Company”), MediaCo Holding Inc., an Indiana corporation (“Parent”), and SG Broadcasting LLC, a Delaware limited liability company (the “SG Stockholder”).

W I T N E S S E T H:

WHEREAS, concurrently herewith, Parent, MediaCo Operations LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Purchaser”), Company, and SLF LBI Aggregator, LLC, a Delaware limited liability company (“Company Aggregator”) are entering into an Asset Purchase Agreement (as it may be amended from time to time, the “Purchase Agreement”), pursuant to which Purchaser is purchasing and assuming from the Company and its subsidiaries certain assets and liabilities;

WHEREAS, concurrently with the execution and delivery of the Purchase Agreement, and contingent upon the occurrence of the Closing, each share of Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time is being converted into shares of Parent Class A Common Stock at the current conversion rate in accordance with the Amended and Restated Articles of Incorporation of Parent (the “Conversion”);

WHEREAS, immediately prior to the Conversion, the SG Stockholder was the record and “beneficial owner” (as defined under Rule 13d-3 under the Securities Exchange Act) of all of the issued and outstanding shares of Series A Preferred Stock;

WHEREAS, as of the date of this Agreement, immediately following the Conversion, the SG Stockholder is the record and “beneficial owner” (as defined under Rule 13d-3 under the Securities Exchange Act) of the shares of the Parent Class A Common Stock and the Parent Class B Common Stock set forth on Schedule A attached hereto (all such shares of Parent Class A Common Stock and Parent Class B Common Stock, the “Owned Shares”, and together with any shares of Parent Common Stock acquired by the SG Stockholder after the date hereof, the “Subject Shares”);

WHEREAS, the affirmative vote of holders present (in person or by proxy) at a duly convened meeting of Parent stockholders representing a majority in voting power of the then-outstanding shares of Parent entitled to vote thereon, voting as a single class, is the only vote of the holders of any class or series of Parent’s capital stock necessary to approve the Parent Proposal; and

WHEREAS, as a condition to the willingness of the Company to enter into the Purchase Agreement, and as inducement and in consideration therefor, the Company has required that the SG Stockholder agree, and the SG Stockholder has agreed, in its capacity as stockholder of Parent, to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual premises, representations, warranties, covenants and agreements contained in this Agreement, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01 Defined Terms. For purposes of this Agreement, capitalized terms used in this Agreement that are defined in the Purchase Agreement but not in this Agreement shall have the respective meanings ascribed to them in the Purchase Agreement.

Section 1.02 Other Definitions. For purposes of this Agreement:

(a) “Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise. For purposes of this Agreement, Parent shall not be deemed to be an Affiliate of the SG Stockholder.

(b) “Permitted Transfer” means (i) a Transfer of any Subject Shares to a Permitted Transferee in accordance with the terms and conditions of Section 3.03 or (ii) a Transfer of any Subject Shares to any Person, so long as immediately following such Transfer (and taking into account such Transfer), the SG Stockholder, together with its Permitted Transferees that are bound by the terms and conditions of this Agreement pursuant to Section 3.3, collectively is the record and beneficial owner of sufficient Subject Shares necessary to effect the Required Parent Stockholder Approval.

(c) “Permitted Transferee” means any Affiliate of the SG Stockholder or investment fund Affiliated with or managed or advised by Standard General L.P. or its Affiliates.

(d) “Voting Period” means the period from and including the date of this Agreement through the date upon which the Required Parent Stockholder Approval is obtained.

ARTICLE II.

VOTING AGREEMENT

Section 2.01 Agreement to Vote.

(a) The SG Stockholder hereby irrevocably and unconditionally agrees that, during the Voting Period, at any meeting of the stockholders of Parent (including the Parent Stockholders’ Meeting), however called, or at any adjournment or postponement thereof, or in connection with any written consent of the stockholders of Parent or in any other circumstances upon which a vote, consent or other approval of all or some of the stockholders of Parent is sought with respect to the matters described in this Section 2.01, the SG Stockholder shall vote (or cause to be voted), or execute and return (or cause to be executed and returned) written consents with respect to, as applicable, all of the Subject Shares owned by the SG Stockholder as of the applicable record date (i) in favor of the Parent Proposal, (ii) in favor of any other matters presented or proposed reasonably necessary for approval of the Parent Proposal and any other matters necessary or reasonably requested by the Company for consummation of the transactions contemplated by the Purchase Agreement, and (iii) against any action or proposal that would reasonably be expected to prevent or materially delay the consummation of the Parent Proposal, whether such vote or consent is required or requested pursuant to applicable Law or otherwise.

(b) With respect to any meeting of the stockholders of Parent held during the Voting Period (including the Parent Stockholders’ Meeting), however called, the SG Stockholder irrevocably and unconditionally agrees to appear (in person or by proxy), or shall cause the holder of record of its Subject Shares on any applicable record date to appear (in person or by proxy), at such meeting or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum. Any vote required to be cast or consent required to be executed pursuant to this Section 2.01 shall be cast or executed in accordance with the applicable procedures relating thereto so as to ensure that it is duly counted for purposes of recording the results of that vote or consent. For the avoidance of doubt, except as set forth in this Section 2.01, nothing in this Agreement shall limit the right of the SG Stockholder to vote (including by proxy or written consent, if applicable), in the SG Stockholder’s sole discretion, in favor of, against or abstain with respect to any other matters that are, at any time or from time to time, presented for consideration to the Company’s stockholders.

ARTICLE III.

GENERAL COVENANTS; NO TRANSFER

Section 3.01 General Covenants. The SG Stockholder hereby irrevocably and unconditionally undertakes and agrees that, during the Voting Period, it shall not (subject to Section 3.03), directly or indirectly:

(a) enter into any agreement, commitment, letter of intent, voting trust, agreement in principle or understanding with any Person or take any other action that interferes with, violates or conflicts with or would reasonably be expected to violate or conflict with, the SG Stockholder’s covenants and obligations under this Agreement;

(b) grant a proxy, power of attorney or other similar authorization or consent with respect to the Subject Shares that is inconsistent with the SG Stockholder’s covenants and obligations under this Agreement; or

(c) take any action, or vote in favor of any matter at any meeting of the stockholders of Parent, that (i) restricts or otherwise materially and adversely affects the SG Stockholder’s legal power, authority and right to comply with and perform such SG Stockholder’s covenants and obligations under this Agreement or (ii) would result in a breach by the SG Stockholder of any covenant, representation, warranty or other obligation or agreement of the SG Stockholder set forth in this Agreement.

Any action taken in violation of this Section 3.01 shall be null and void ab initio.

Section 3.02 No Transfer. Subject to Section 3.03, during the Voting Period, the SG Stockholder shall not, directly or indirectly, without the prior written consent the Company, (a) other than in respect of a Permitted Transfer, transfer, sell, assign, gift, hedge, tender, pledge, grant a participation interest in, hypothecate or otherwise dispose (whether by sale, liquidation, dissolution, dividend or distribution) of (collectively, “Transfer”) any of the Subject Shares, (or consent to any of the foregoing), (b) other than in respect of a Permitted Transfer, enter into any contract with respect to any Transfer of the Subject Shares or any right or interest therein, (c) grant or permit the grant of any proxy, power-of-attorney or other authorization or consent in or with respect to any of the Subject Shares or any right or interest therein, or (d) deposit or permit the deposit of any of the Subject Shares into a voting trust or enter into a voting agreement or arrangement with respect to any of the Subject Shares. Any action taken in violation of the foregoing sentence shall be null and void ab initio. If any involuntary Transfer of any of the Subject Shares shall occur, the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect until the valid termination of this Agreement.

Section 3.03 Certain Limitations. Notwithstanding anything to the contrary set forth in Section 3.2, the definition of “Transfer” hereunder shall not be deemed to include Transfers by limited partners of any equity interests of any investment fund Affiliated with or managed or advised by Standard General L.P. or its Affiliates, and the terms and conditions of Section 3.02 shall not apply to the foregoing. For the avoidance of doubt, no provision in this Agreement shall restrict the SG Stockholder (or any transferee thereof) from effecting any Transfer of Subject Shares (i) following the date on which the Required Parent Stockholder Approval is obtained, or (ii) to any Permitted Transferee so long as such Permitted Transferee executes a signature page to this Agreement (and delivers the same to the Company) pursuant to which such Permitted Transferee agrees to be bound by the terms and conditions of this Agreement with respect to the Subject Shares that are the subject of such Transfer to the same extent as the SG Stockholder is bound hereby.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF THE SG STOCKHOLDER

The SG Stockholder hereby represents and warrants to the Company and Parent as follows:

Section 4.01 Organization. The SG Stockholder is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, organized or constituted, and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby are within the SG Stockholder’s corporate or organizational powers and have been duly authorized by all necessary corporate or organizational action on the part of the SG Stockholder.

Section 4.02 Authorization. The SG Stockholder has all necessary legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by the SG Stockholder and, assuming it has been duly and validly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the SG Stockholder, enforceable against the SG Stockholder in accordance with its terms, subject to any applicable Remedies Exception.

Section 4.03 Ownership of Subject Shares. As of the date hereof, the SG Stockholder does not own, beneficially or otherwise, any shares of Parent Common Stock or any other securities of Parent other than the Owned Shares. As of the date hereof, the SG Stockholder is the sole record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act) of all of the Owned Shares, free and clear of all Liens of every nature whatsoever (including any restriction on the right to vote or otherwise transfer such Owned Shares), except as provided under this Agreement, as disclosed on Schedule B hereto, or pursuant to any applicable restrictions on transfer under the Securities Act.

Section 4.04 Power to Vote Shares. The SG Stockholder has sole voting power, sole power to issue instructions with respect to the matters set forth in this Agreement, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the SG Stockholder’s Subject Shares, with no limitations, qualifications, or restrictions on such rights, subject only to applicable securities laws and the terms of this Agreement. Any proxies granted by the SG Stockholder in respect of any or all of its Owned Shares prior to and including the date hereof (except as set forth herein) have been revoked.

Section 4.05 No Conflicts. Except for any filing required under Section 13 or 16 under the Exchange Act, (x) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other Person (other than such approvals of the SG Stockholder’s Affiliates as have been obtained on or prior to the date hereof) is necessary for the execution of this Agreement by the SG Stockholder and the performance by the SG Stockholder of its obligations hereunder, and (y) none of the execution and delivery of this Agreement by the SG Stockholder, or the consummation by the SG Stockholder of the transactions contemplated by this Agreement or compliance by the SG Stockholder with any of the provisions of this Agreement shall (i) conflict with or result in any breach of the organizational documents, if applicable, of the SG Stockholder, (ii) result in, give rise to or constitute a violation or breach of or a default (or any event which with notice or lapse of time or both would become a violation, breach or default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any of the Subject Shares pursuant to, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract, lease, license, permit, agreement, commitment, arrangement, understanding, or other obligation of any kind to which the SG Stockholder is a party or by which the SG Stockholder or any of its Subject Shares are bound, or (iii) violate any applicable law, rule, regulation, order, judgment, or decree applicable to the SG Stockholder, except for in each case under clauses (i) through (iii) as would not impair the SG Stockholder’s ability to perform its obligations under this Agreement.

Section 4.06 No Action. There is no Proceeding pending against the SG Stockholder or, to the knowledge of the SG Stockholder, threatened against the SG Stockholder or any of SG Stockholder’s properties or assets (including the Subject Shares) that (i) challenges the beneficial or record ownership of the Subject Shares, the validity of this Agreement or the performance by the SG Stockholder of its obligations under this Agreement or (ii) individually or in the aggregate, would reasonably be expected to prevent or materially delay, materially impair or materially restrict the consummation by SG Stockholder of the transactions contemplated by this Agreement or otherwise adversely impact SG Stockholder’s ability to perform its obligations hereunder in any material respect.

Section 4.07 Acknowledgement. The SG Stockholder understands and acknowledges that the Company and the Company Aggregator are entering into the Purchase Agreement in reliance upon the SG Stockholder’s execution, delivery and performance of this Agreement.

Section 4.08 Brokers. No broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of SG Stockholder.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the SG Stockholder and Parent as follows:

Section 5.01 Authorization. The Company has all necessary legal capacity, limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company and, assuming it has been duly and validly executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with the terms of this Agreement, subject to any applicable Remedies Exception.

Section 5.02 No Conflicts. Except for filings as may be required under applicable securities laws, (x) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity or any other Person is necessary for the execution of this Agreement by the Company and the performance by the Company of its obligations hereunder, and (y) none of the execution and delivery of this Agreement by the Company, or the consummation by the Company of the transactions contemplated by this Agreement or compliance by the Company with any of the provisions of this Agreement shall (i) conflict with or result in any breach of the Company Organizational Documents, (ii) conflict with, result in any violation of, require any consent under or constitute a default (whether with notice or lapse of time or both) under any of the terms, conditions or provisions of any note, contract, lease, license, permit, agreement, commitment, arrangement, understanding, mortgage, bond, indenture, or other obligation of any kind to which the Company is a party or by which the Company or any of its properties is bound; or (iii) violate any judgment, order, injunction, decree or award of any court, administrative agency or other Governmental Entity that is binding on the Company or any of its properties, except for in each case under clauses (i) through (iii) as would not impair the ability of such party to perform its obligations under this Agreement.

ARTICLE VI.

TERMINATION

Section 6.01 This Agreement and all obligations of the parties hereunder shall automatically terminate upon the expiration of the Voting Period. Upon the termination of this Agreement, none of the parties hereto shall have any rights or obligations hereunder and this Agreement shall become null and void and have no effect; provided, however, that Sections 7.02, and 7.06 through 7.13 shall survive termination of this Agreement. Notwithstanding the foregoing, termination of this Agreement shall not relieve any party from any liability, or prevent any party from seeking any remedies (at law or in equity) against any other party, for that party’s breach of any of its representations, warranties, covenants or obligations under this Agreement prior such termination.

ARTICLE VII.

MISCELLANEOUS

Section 7.01 No Agreement as Director or Officer. Notwithstanding any provision of this Agreement to the contrary, the SG Stockholder has entered into this Agreement in its capacity as a stockholder of Parent, and nothing in this Agreement shall limit, restrict or otherwise affect any director of Parent, in their capacity as such, from acting in such capacity or voting in their sole discretion on any matter, including in exercising rights under the Purchase Agreement.

Section 7.02 Publication. The SG Stockholder hereby consents to and authorizes Parent and/or the Company to publish and disclose in any and all applicable filings with the SEC, the FCC or any other Governmental Entity, and any other announcements, disclosures or filings required by applicable Law the SG Stockholder’s identity and ownership of shares of Parent Voting Common Stock and the nature of the SG Stockholder’s commitments, arrangements and understandings pursuant to this Agreement and/or the Purchase Agreement. Each of the Company and Parent acknowledge and agree that the SG Stockholder and its Affiliates may amend its filings on Schedule 13D to disclose the terms of this Agreement.

Section 7.03 Amendments, Waivers, etc. This Agreement may be amended by an instrument in writing signed by the Company, Parent and the SG Stockholder. Any agreement on the part of any party hereto to any waiver of compliance with any representations, warranties, covenants or agreements contained in this Agreement shall be valid only if set forth in a written instrument signed on behalf of such party. The waiver by any party of a breach of any provision hereunder shall not operate or be construed as a waiver of any prior or subsequent breach of the same or any other provision hereunder.

Section 7.04 Enforcement of Agreement; Specific Performance. The SG Stockholder acknowledges and agrees that the Company would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached and that any non-performance, breach or threatened breach of this Agreement by the SG Stockholder would not be adequately compensated by monetary damages alone and that the Company would not have any adequate remedy at law. Accordingly, the Company shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to (a) enforcement of any provision of this Agreement by a decree or order of specific performance and (b) a temporary, preliminary and/or permanent injunction or other equitable relief, to prevent breaches or threatened breaches of any provisions of this Agreement without posting any bond or undertaking or proof of damages. The SG Stockholder further agrees that it shall not object to the granting of injunctive or other equitable relief on the basis that there exists adequate remedy at law. The SG Stockholder hereby expressly further waives (i) any defense in any action for specific performance that a remedy at law would be adequate or that an award of specific performance is not an appropriate remedy for any reason at law or in equity and (ii) any requirement under any Law to post security as a prerequisite to obtaining equity relief. The SG Stockholder agrees that the Company’s initial choice of remedy will be to seek specific performance of this Agreement in accordance with its terms. If a court of competent jurisdiction denies such relief, the Company may seek alternative remedies, including damages in the same or another proceeding.

Section 7.05 Notices. All notices (including notices for consent under this Agreement), requests, claims, demands and other communications hereunder shall be: (a) in writing; (b) sent by messenger, certified or registered mail, a reliable overnight delivery service or email, charges prepaid as applicable, to the appropriate address(es) (including with a copy) set forth below; and (c) deemed to have been given on the date of delivery to the addressee (or, if the date of delivery is not a Business Day, on the first (1st) Business Day after the date of delivery), as evidenced by: (i) a receipt executed by the addressee (or a responsible person in his or her office), the records of the person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, mail or express delivery service; or (ii) confirmation of transmission or receipt generated by the sender’s computer showing that such communication was sent to the appropriate electronic mail address on a specified date, if sent by email. All such communications shall be sent to the following addresses, or to such other addresses as any party may inform the others by giving five (5) Business Days’ prior written notice pursuant to this Section 7.05:

if to Parent

MediaCo Holding Inc.

48 West 25th Street, Floor 3

New York, New York 10010

Attention: Chief Financial Officer and Vice President of Legal

Email: legal@mediacoholding.com

if to the SG Stockholder:

SG Broadcasting LLC

c/o Standard General L.P.

767 5th Avenue, 12th Floor

New York, New York 10153

Attention: General Counsel

Email: legal@standgen.com

with a copy (which shall not constitute notice) to:

Fried, Frank, Harris, Shriver & Jacobson LLP

One New York Plaza

New York, New York 10004

Attention: Philip Richter; Colum J. Weiden

Email: Philip.Richter@friedfrank.com; Colum.Weiden@friedfrank.com

if to the Company:

Estrella Broadcasting, Inc

1 Estrella Way

Burbank, CA 91504

Attention: Peter Markham

Email: pmarkham@EstrellaMedia.com

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Brian Scrivani; Jeffrey Marell

Email: bscrivani@paulweiss.com; jmarell@paulweiss.com

Section 7.06 Headings; Titles. When a reference is made in this Agreement to Articles, Sections, Exhibits or Schedules, such reference shall be to an Article or Section of or Exhibit or Schedule to this Agreement unless otherwise indicated. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” This Agreement shall not be interpreted or construed to require any person to take any action, or fail to take any action, if to do so would violate any applicable Law.

Section 7.07 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of this invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. Upon determination that any term or other provision is invalid or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement as to affect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

Section 7.08 Entire Agreement. This Agreement (together with the Purchase Agreement, to the extent referred to in this Agreement, and any documents delivered by the parties in connection herewith), constitutes the entire agreement among the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties, with respect to the subject matter of this Agreement.

Section 7.09 Assignment; Binding Effect; No Third Party Beneficiaries; Further Action. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties; provided that the Company may assign its rights, interests or obligations hereunder to one or more of its Subsidiaries. This Agreement shall be binding upon and shall inure to the benefit of the Company and its respective successors and assigns and shall be binding upon the Stockholders and the Stockholders’ successors, assigns, heirs, executors and administrators. Notwithstanding anything contained in this Agreement to the contrary, nothing in this Agreement, expressed or implied, is intended to confer on any Person (other than, in the case of the Company or its respective successors and assigns and, in the case of the SG Stockholder, the SG Stockholder’s successors, assigns, heirs, executors and administrators) any rights, remedies, obligations or liabilities under or by reason of this Agreement. The SG Stockholder and the Company shall take any further action and execute any other instruments as may be reasonably requested by the other parties to this Agreement to effectuate the intent of this Agreement.

Section 7.10 Mutual Drafting. Each party has participated in the drafting of this Agreement, which each party acknowledges is the result of extensive negotiations between the parties. This Agreement shall not be deemed to have been prepared or drafted by any one party or another or any party’s attorneys.

Section 7.11 Governing Law and Consent to Jurisdiction. This Agreement, and any and all claims arising directly or indirectly out of or otherwise concerning this Agreement (whether based in contract, tort or otherwise) shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware (without regard to any choice or conflicts of laws principles, whether of the State of Delaware or any other jurisdiction, that might direct the application of another substantive Law to govern this Agreement). With respect to any and all Actions arising directly or indirectly out of or otherwise relating to this Agreement, the parties: (i) irrevocably and unconditionally submit and consent to the exclusive jurisdiction of: (A) the Court of Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the Complex Commercial Division of the Superior Court of the State of Delaware or (B) in the event that an Action involves claims exclusively within the jurisdiction of the federal courts, in the United States District Court for the District of Delaware (all such courts, collectively, the “Chosen Courts” and, individually, each a “Chosen Court”), for itself and with respect to its property; (ii) agree that all claims in respect of such Action shall be heard and determined only in any Chosen Court (and the appropriate respective appellate courts therefrom); (iii) agree that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; (iv) agree that, except in connection with any Action brought against a party in another jurisdiction by an independent third person, it shall not bring any Action directly or indirectly relating to this Agreement or any of the transactions contemplated hereby in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment; and (v) agree that it shall not assert and waives any objection it may have based on inconvenient forum to the maintenance of any Action or proceeding so brought. The parties may make service on another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 7.05. Nothing in this Section 7.11, however, shall affect the right of any person to serve legal process in any other manner permitted by Law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER IN CONTRACT OR TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATION OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.11.

Section 7.12 Counterparts; Facsimiles. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that each party need not sign the same counterpart.

Section 7.13 Liability. Except for any liability for claims, losses, damages, liabilities or other obligations arising out of the SG Stockholder’s failure to perform its obligations hereunder, the Company agrees that Parent shall not be liable for claims, losses, damages, liabilities or other obligations resulting from or related to the SG Stockholder’s failure to perform its obligations hereunder.

Section 7.14 No Agreement until Executed. This Agreement shall not be effective unless and until the Parent Board has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of the Purchase Agreement, this Agreement and any other Transaction Documents and the transactions contemplated by the Purchase Agreement.

(Signature page follows)

IN WITNESS WHEREOF, Parent, the Company and the SG Stockholder have caused this Agreement to be duly executed as of the day and year first above written.

	MEDIACO HOLDING INC.

	By:	/s/ Kudjo Sogadzi
	Name: Kudjo Sogadzi
	Title: Interim President and Chief Operating Officer

	SG BROADCASTING LLC

	By:	/s/ Soohyung Kim
	Name: Soohyung Kim
	Title: Managing Member

	ESTRELLA BROADCASTING, INC.

	By:	/s/ Brian Kei
	Name: Brian Kei
	Title: Chief Financial Officer

Signature Page to Voting and Support Agreement (SG)

EX-10.2 6 ef20027147_ex10-2.htm EXHIBIT 10.2

Exhibit 10.2

Execution Version

****************************************

TERM LOAN AGREEMENT

Dated as of April 17, 2024

by and among

MEDIACO HOLDING INC.

THE OTHER PERSONS PARTY HERETO THAT ARE

DESIGNATED AS BORROWERS,

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Term Lenders,

and

WHITEHAWK CAPITAL PARTNERS LP

as Term Agent

****************************************

TABLE OF CONTENTS

ARTICLE I. THE TERM LOANS		1
1.1	Amount of the Term Loans; Protective Overadvances	1
1.2	Borrowing Procedures	2
1.3	Evidence of Term Loan; Term Notes	3
1.4	Interest	3
1.5	Loan Accounts	4
1.6	Optional Prepayments of the Term Loan	5
1.7	Mandatory Repayments and Prepayments of the Term Loan	5
1.8	Fees	7
1.9	Payments by the Borrowers	9
1.10	Return of Payments; Procedures	10

ARTICLE II. CONDITIONS PRECEDENT		11

ARTICLE III. REPRESENTATIONS AND WARRANTIES		16
3.1	Corporate Existence and Power	16
3.2	Corporate Authorization; No Contravention	17
3.3	Governmental and Third-Party Authorization	17
3.4	Binding Effect	17
3.5	Litigation	17
3.6	No Default	18
3.7	ERISA Compliance.	18
3.8	Use of Proceeds; Margin Regulations	18
3.9	Ownership of Property; Liens	19
3.10	Taxes	19
3.11	Financial Condition	19
3.12	Environmental Matters	20
3.13	Regulated Entities	21
3.14	Solvency	21
3.15	Labor Relations	21
3.16	Intellectual Property	22
3.17	Brokers’ Fees; Transaction Fees	22
3.18	Insurance	22
3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock	22
3.20	Jurisdiction of Organization; Chief Executive Office	23
3.21	Locations of Inventory, Equipment and Books and Records	23
3.22	Deposit Accounts and Other Accounts	23
3.23	Government Contracts and Material Contracts	23
3.24	Customer Relations	23
3.25	Bonding	23
3.26	Full Disclosure	24
3.27	OFAC; Anti-Corruption	24
3.28	Patriot Act	24
3.29	Collateral Documents, Etc	24
3.30	Beneficial Ownership Certification	24
3.31	FCC Licenses	25
3.32	FCC Matters	25
3.33	Studio and Tower Sites	25

ARTICLE IV. AFFIRMATIVE COVENANTS		26
4.1	Financial Statements	26
4.2	Certificates; Other Information	27
4.3	Notices	29
4.4	Preservation of Corporate Existence, Etc	31
4.5	Maintenance of Property	32
4.6	Insurance	32
4.7	Performance of Obligations	33
4.8	Compliance with Laws	33
4.9	Inspection of Property and Books and Records; Field Exams; Appraisals	34
4.10	Use of Proceeds	35
4.11	Cash Management Systems	35
4.12	Landlord and Bailee Agreements	36
4.13	Further Assurances	36
4.14	Environmental Matters	37
4.15	Leases	38
4.16	Senior Ranking	38
4.17	Foreign Pension Plans and Benefit Plans	38
4.18	FCC License Subsidiaries	38
4.19	Post-Closing Obligations	38

ARTICLE V. NEGATIVE COVENANTS		38
5.1	Limitation on Liens	39
5.2	Disposition of Assets	40
5.3	Consolidations and Mergers	41
5.4	Acquisitions; Loans and Investments.	41
5.5	Limitation on Indebtedness	42
5.6	Employee Loans and Transactions with Affiliates	43
5.7	Margin Stock; Use of Proceeds	44
5.8	Contingent Obligations	44
5.9	Compliance with ERISA	44
5.10	Restricted Payments	45
5.11	Change in Business	46
5.12	Change in Structure; Foreign Subsidiaries	46
5.13	Changes in Accounting, Name or Jurisdiction of Organization	47
5.14	Amendments to Certain Indebtedness Documents	47
5.15	No Burdensome Agreements	47
5.16	OFAC; Patriot Act	47
5.17	Sale-Leasebacks	47
5.18	Hazardous Materials	48
5.19	Guaranty Under Material Indebtedness Agreement	48
5.21	[Reserved].	48
5.22	Financial Covenants.	48

ARTICLE VI. EVENTS OF DEFAULT		51
6.1	Events of Default	51
6.2	Remedies	55
6.3	Rights Not Exclusive	56

ARTICLE VII. TERM AGENT		57
7.1	Appointment and Duties	57
7.2	Binding Effect	58
7.3	Use of Discretion	58
7.4	Delegation of Rights and Duties	59
7.5	Reliance and Liability	59
7.6	Term Agent Individually	61
7.7	Term Lender Credit Decision	61
7.8	Expenses; Indemnities; Withholding	61
7.9	Resignation	62
7.10	Release of Collateral or Borrowers	63

ARTICLE VIII. MISCELLANEOUS		64
8.1	Amendments and Waivers	64
8.2	Notices	65
8.3	Electronic Transmissions	66
8.4	No Waiver; Cumulative Remedies	67
8.5	Costs and Expenses	68
8.6	Indemnity	69
8.7	Marshaling; Payments Set Aside	71
8.8	Successors and Assigns	71
8.9	Assignments and Participations; Binding Effect	71
8.10	Non-Public Information; Confidentiality	73
8.11	Set-off; Sharing of Payments	75
8.12	Counterparts; Facsimile Signature	76
8.13	Severability	76
8.14	Captions	76
8.15	Independence of Provisions	76
8.16	Interpretation	76
8.17	No Third Parties Benefited	76
8.18	Governing Law and Jurisdiction	77
8.19	Waiver of Jury Trial	78
8.20	Entire Agreement; Release; Survival	78
8.21	Patriot Act	79
8.22	Additional Waivers	79
8.23	Creditor-Debtor Relationship	81
8.24	Actions in Concert	81
8.25	Agency of the Borrower Representative for Each Other Borrower	81
8.26	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	81

ARTICLE IX. TAXES, YIELD PROTECTION AND ILLEGALITY		85
9.1	Taxes	85
9.2	Increased Costs and Reduction of Return	88
9.3	Certificates of Term Lenders	89
9.4	Effect of Benchmark Transition Event Etc	89
9.5	Consent to Intercreditor Agreement.	91
9.6	Intercreditor Agreement Governs.	92

ARTICLE X. DEFINITIONS; OTHER INTERPRETIVE PROVISIONS		92
10.1	Defined Terms	92
10.2	Other Interpretive Provisions	136
10.3	Accounting Terms and Principles	137
10.4	Payments	138
10.5	Divisions	138

EXHIBITS

Exhibit A	Form of Administrative Questionnaire
Exhibit B	Form of Assignment
Exhibit C	Form of Compliance Certificate
Exhibit D	Form of Borrower Joinder Agreement
Exhibit E	Form of Notice of Borrowing
Exhibit F	Form of Term Note
Exhibit G-1	Form of Perfection Certificate
Exhibit G-2	Form of Perfection Certificate Supplement
Exhibit H	Form of Solvency Certificate
Exhibit I	Form of Borrowing Base Certificate
Exhibit J	Form of Landlord Waiver
Exhibit K-1	Form of Officer’s Certificate (Borrowing Date)
Exhibit K-2	Form of Officer’s Certificate (Delayed Draw Borrowing Date)
Exhibit L	Forms of U.S. Tax Compliance Certificates

SCHEDULES

Schedule 1.1	Commitments
Schedule 3.5	Litigation
Schedule 3.9	Ownership of Property; Liens
Schedule 3.12(e)	Environmental Matters
Schedule 3.15	Labor Relations
Schedule 3.16	Intellectual Property
Schedule 3.17	Brokers’ Fees; Transaction Fees
Schedule 3.18	Insurance
Schedule 3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock
Schedule 3.20	Jurisdiction of Organization; Chief Executive Office
Schedule 3.21	Locations of Inventory, Equipment and Books and Records
Schedule 3.22	Deposit Accounts and Other Accounts
Schedule 3.23	Government Contracts and Material Contracts
Schedule 3.24	Customer and Trade Relations
Schedule 3.25	Bonding
Schedule 3.31	FCC Licenses
Schedule 3.32	FCC Matters
Schedule 3.33	Studio and Tower Sites
Schedule 4.18	Post-Closing Obligations
Schedule 5.1	Liens
Schedule 5.4	Investments
Schedule 5.5	Indebtedness
Schedule 5.6	Transactions with Affiliates
Schedule 5.8	Contingent Obligations
Schedule 8.2	Addresses for Notices

TERM LOAN AGREEMENT

This TERM LOAN AGREEMENT (including all exhibits hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of April 17, 2024, by and among MEDIACO HOLDING INC., an Indiana corporation (“MediaCo”), the other Persons party hereto that are designated as “Borrowers” (collectively with MediaCo, the “Borrowers” and each a “Borrower”), WHITEHAWK CAPITAL PARTNERS LP a Delaware limited partnership (in its individual capacity, “WhiteHawk”), as administrative agent and collateral agent (in such capacities, the “Term Agent”) for the financial institutions from time to time party to this Agreement (collectively, the “Term Lenders” and individually each a “Term Lender”) and for itself, and the Term Lenders.

W I T N E S S E T H:

WHEREAS, the Borrowers have requested, and the Term Lenders have agreed to make available to the Borrowers, term loan facilities consisting of (i) an initial term loan to be funded on the Closing Date in an amount up to $35,000,000 and (ii) delayed draw term loans in an aggregate amount up to $10,000,000 upon and subject to the terms and conditions set forth in this Agreement to (x) with respect to the Initial Term Loan (a) finance the Estrella Acquisition, and (b) fund certain fees and expenses as provided herein and the other Loan Documents and (y) with respect to the Delayed Draw Term Loans, for general corporate purposes and working capital; and

WHEREAS, the Loan Parties desire to secure all of their Obligations under the Loan Documents by granting to the Term Agent, for the benefit of the Secured Parties, a security interest in and Lien upon substantially all of their Property (other than any Excluded Assets);

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

ARTICLE I.

THE TERM LOANS

1.1 Amount of the Term Loans; Protective Overadvances.

(a) Term Loans.

(i) Initial Term Loan. Subject to the terms and conditions of this Agreement including Section 2.1, each Term Lender agrees (severally, not jointly or jointly and severally) to make initial Term Loans on the Closing Date (the “Initial Term Loans”) to Borrower, in an aggregate principal amount not to exceed the amount of such Term Lender’s Initial Term Loan Commitment; provided, that after giving effect to the making of the Initial Term Loan, in no event shall the aggregate Initial Term Loans exceed the lesser of the Borrowing Base or the Initial Term Loan Commitments then in effect. Each Term Lender’s Initial Term Loan Commitment shall be permanently reduced immediately and without further action upon the making of the Initial Term Loan in an amount equal to the amount of such Term Lender’s Pro Rata Percentage of such Initial Term Loan. Any principal amount of the Initial Term Loan which is repaid or prepaid may not be reborrowed.

(ii) Delayed Draw Term Loans. Subject to the terms and conditions of this Agreement, including Section 2.2, and in reliance upon the representations and warranties of the Borrowers contained herein, each Term Lender agrees (severally, not jointly or jointly and severally) to make additional Term Loans (the “Delayed Draw Term Loans” and such loans comprising the “DDTL Facility”) during the DDTL Availability Period to Borrowers, in an aggregate principal amount not to exceed the amount of such Term Lender’s then outstanding Delayed Draw Term Loan Commitment; provided, that after giving effect to the making of such Delayed Draw Term Loan, in no event shall the aggregate Term Loans outstanding exceed the Borrowing Base then in effect. Each Term Lender’s Delayed Draw Term Loan Commitment shall be permanently reduced immediately and without further action upon the making of the Delayed Draw Term Loan in an amount equal to the amount of such Term Lender’s Pro Rata Percentage of such Delayed Draw Term Loan. Any principal amount of the Delayed Draw Term Loan which is repaid or prepaid may not be reborrowed.

(b) [Reserved].

(d) Protective Overadvances. Notwithstanding anything to the contrary contained in this Agreement, the Term Agent may require the Term Lenders to make advances (a “Protective Overadvance”) so long as the Term Agent determines, in its sole discretion, such Protective Overadvance is necessary or desirable to preserve or protect any Collateral, or to enhance the collectability or repayment of Obligations, or to pay any other amounts chargeable to Borrowers under any Loan Documents, including costs, fees and expenses. If a Protective Overadvance is made pursuant to the preceding sentence, then each Term Lender shall be obligated to make such Protective Overadvance based upon its Pro Rata Percentage thereof. All Protective Overadvances shall (i) bear interest at the default rate under Section 1.3(c), (ii) be due and payable upon demand of the Term Agent or of the Required Lenders, and (iii) constitute Obligations hereunder and be secured by the Collateral. Any Protective Overadvances made under this clause (d) shall be made by the Term Agent as determined by the Term Agent in its sole discretion.

1.2 Borrowing Procedures

(a) Procedure for Borrowing Term Loans.

(i) Initial Term Loan. Borrower Representative shall deliver to Term Agent a written request substantially in the form of Exhibit E (a “Notice of Borrowing”) executed by a Responsible Officer of the Borrower Representative no later than for each Notice of Borrowing requesting an Adjusted Term SOFR Rate Term Loan, 12:00 p.m. New York City time at least three (3) Business Days prior to the Closing Date (or such later date as Term Agent may agree), specifying (i) the principal amount of the proposed Initial Term Loan, which shall be in the amount of the lesser of (x) the aggregate Initial Term Loan Commitments and (y) the Borrowing Base, (ii) the initial Interest Period with respect thereto, and (iii) the Borrower(s) of the Initial Term Loan. Term Agent and the Term Lenders may act without liability upon the basis of written notice believed by the Term Agent in good faith to be from any Borrower (or from any Responsible Officer thereof designated in writing purportedly from any Borrower to Term Agent). Term Agent and each Term Lender shall be entitled to rely conclusively on any Responsible Officer’s authority to request an Initial Term Loan on behalf of any Borrower until Term Agent receives written notice to the contrary. Term Agent and the Term Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing or the use of the proceeds of such proposed Term Loan.

(ii) Not more than five (5) times during the DDTL Availability Period, the Borrower may deliver to Term Agent a Notice of Borrowing executed by a Responsible Officer no later than 12:00 p.m. New York City time at least ten (10) Business Days prior to the proposed Delayed Draw Borrowing Date, or, in each case, such later date as Term Agent may agree, specifying (i) the principal amount of the proposed Delayed Draw Term Loan, which shall be requested in amounts no less than $1,000,0000 and a multiple thereof, but shall not exceed the remaining unfunded Delayed Draw Term Loan Commitment, (ii) the initial Interest Period with respect thereto, (iii) the Borrower(s) of the Delayed Draw Term Loan, and (iv) the proposed Delayed Draw Borrowing Date; provided that Borrower Representative shall not request, and no Term Lender shall be required to fund more than two (2) Delayed Draw Term Loans per Fiscal Quarter. Term Agent and the Term Lenders may act without liability upon the basis of written notice believed by the Term Agent in good faith to be from any Borrower (or from any Responsible Officer thereof designated in writing purportedly from any Borrower to Term Agent). Term Agent and each Term Lender shall be entitled to rely conclusively on any Responsible Officer’s authority to request a Delayed Draw Term Loan on behalf of any Borrower until the Term Agent receives written notice to the contrary. Term Agent and the Term Lenders shall have no duty to verify the authenticity of the signature appearing on any Notice of Borrowing or the use of the proceeds of such proposed Loan.

(b) Notice of Borrowing Irrevocable. Each Notice of Borrowing pursuant to this Section 1.2 shall be irrevocable and Borrower shall be bound to make a Borrowing in accordance therewith.

1.3 Evidence of Term Loan; Term Notes. The portion of the Term Loan made by each Term Lender is evidenced by this Agreement and, if requested by such Term Lender, a Term Note payable to such Term Lender in an amount equal to such Term Lender’s Term Loan.

1.4 Interest.

(a) Except as otherwise set forth herein, all Loans and other Obligations each shall bear interest at the Adjusted Base Rate or the Adjusted Term SOFR Rate, as applicable, plus the Applicable Margin on the unpaid principal amount thereof. Interest on Loans shall accrue from the date made and interest on other Obligations shall accrue from the date such other Obligations are due and payable (including as the result of any Mandatory Prepayment Event, Bankruptcy Event or otherwise) until, in all cases, paid in full in cash in immediately available funds.

(b) Subject to Sections 1.4(c) and 9.4, the Term Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to Adjusted Term SOFR Rate for such Interest Period plus the Applicable Margin. Each determination of an interest rate by the Term Agent shall be conclusive and binding on the Borrowers and the Term Lenders in the absence of manifest error. All computations of fees and interest payable under this Agreement shall be made on the basis of a 360-day year and actual days elapsed. Interest and fees shall accrue during each period during which interest, or such fees are computed from the first day thereof to the last day thereof. All Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period.

(c) Interest on the Term Loan shall be paid in cash in arrears on each Interest Payment Date. Interest shall also be paid in cash on the date of any payment or prepayment of the Term Loan (on the amount so paid or prepaid) and on each Termination Date with respect to the applicable Loan subject to such Termination Date.

(d) At the election of the Term Agent or the Required Lenders while any Event of Default exists (or automatically, after a Bankruptcy Event occurs), the Borrowers shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the Term Loan under the Loan Documents from and after the occurrence of such Event of Default at a rate per annum which is determined by adding three percent (3.00%) per annum to the interest rate then in effect. All such interest shall be payable on demand of the Term Agent or the Required Lenders.

1.5 Loan Accounts.

(a) The Term Agent, on behalf of the Term Lenders, shall record on its books and records the amount of the Term Loan, the interest rate applicable, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. The Term Agent shall deliver to the Borrower Representative, at the reasonable request of the Borrower Representative, a loan statement setting forth such record for the period so requested. Such record shall, absent manifest error, be conclusive evidence of the amount of the Term Loan made by the Term Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so, or any failure to deliver such loan statement shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder (and under any Term Note) to pay any amount owing with respect to the Term Loan or provide the basis for any claim against the Term Agent or any Term Lender.

(b) The Term Agent, acting as a non-fiduciary agent of the Borrowers solely for Tax purposes and solely with respect to the actions described in this Section 1.5(b), shall establish and maintain at its address referred to in Section 8.2 (or at such other address as the Term Agent may notify the Borrower Representative) (A) a record of ownership (the “Register”) in which the Term Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of the Term Agent and each Term Lender in the Term Loan and any assignment of any such interest or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Term Lenders (and each change thereto pursuant to Section 8.9), (2) the outstanding amount of the Term Loan, (3) the amount of any principal or interest due and payable or paid, and (4) any other payment received by the Term Agent from any Borrower and its application to the Obligations.

(c) The Borrowers, the Term Agent and the Term Lenders shall treat each Person whose name is recorded in the Register as a Term Lender for all purposes of this Agreement. The Register is intended to comply with the requirements set forth under United States Treasury Regulations 5f.103-1(c). Information contained in the Register with respect to any Term Lender shall be available for access by the Borrower Representative during normal business hours and from time to time upon at least one Business Day’s prior notice. No Term Lender shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Term Lender unless otherwise agreed by the Term Agent.

1.6 Optional Prepayments of the Term Loan.

(a) Optional Prepayments. The Borrowers may, upon prior written notice to the Term Agent from the Borrower Representative, at any time or from time to time voluntarily prepay the Term Loan in whole or in part; provided that (i) such notice must be received by the Term Agent not later than 4:00 p.m., New York time, two (2) Business Days prior to any date of prepayment of any portion of the Term Loan, and (ii) such prepayment shall be accompanied by interest on the amount so prepaid and, if such prepayment results in a MOIC Trigger Event, any related Exit Fee in accordance with Section 1.8. Any amounts prepaid pursuant to this Section 1.6 in respect of the principal amount of the Term Loan shall be applied to the principal repayment installments thereof in inverse order of maturity.

(b) Notice. Once provided, any notice of a prepayment of the Term Loan shall be revocable by the Borrower Representative to the extent repayment is contingent upon receipt of proceeds from a financing, and the Term Agent will promptly notify each applicable Term Lender thereof and of such Term Lender’s Pro Rata Percentage of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. Together with each prepayment under this Section 1.6, if such prepayment results in a MOIC Trigger Event, the Borrowers shall pay any related Exit Fee.

1.7 Mandatory Repayments and Prepayments of the Term Loan.

(a) Amortization. Beginning with the fiscal month ending first full month after 3rd anniversary of Closing Date, and on the last day of each fiscal month thereafter (or, if such date is not a Business Day, on the immediately preceding Business Day), the Borrowers shall make monthly payments of principal on the Term Loans in an amount equal to 0.83333% of the initial aggregate principal amount of the Term Loans. Each such repayment shall be accompanied by interest on the amount so repaid.

(b) Excess Cash Flow. Commencing with the Fiscal Year ending December 31, 2024 and for each Fiscal Year thereafter, within five (5) Business Days after financial statements are required to be delivered pursuant to Section 4.1(a) and the related Compliance Certificate is required to be delivered pursuant to Section 4.2(b), the Borrowers shall repay the Term Loan as hereafter provided in an aggregate amount equal to 50% of Excess Cash Flow for the Fiscal Year, covered by such financial statements minus the sum of (x) the aggregate amount of voluntary prepayments made pursuant to Section 1.6(a) during such period together with any Exit Fee plus (y) the aggregate amount of amortization payments made pursuant to Section 1.7(a) during such period. For the avoidance of doubt, any prepayments of the principal amount of the Term Loan pursuant to this Section 1.7(b) shall be accompanied by interest on the amount so repaid.

(i) a Loan Party or any of its Subsidiaries shall make Dispositions (other than a Disposition permitted by Sections 5.2 (a), (b), (d) or (f));

(ii) a Loan Party or any of its Subsidiaries shall suffer Events of Loss;

(iii) a Loan Party or any of its Subsidiaries shall issue or incur Indebtedness other than Permitted Indebtedness;

(iv) a Change in Control shall occur; or

(v) any Equity Issuance by MediaCo resulting in cash proceeds;

(the events described in clauses (i) through (v) of this clause (c) being collectively referred to herein as “Mandatory Prepayment Events”),

then (A) the Borrower Representative shall promptly notify the Term Agent in writing of such Mandatory Prepayment Event (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within two (2) Business Days (or immediately in the case of any issuance or incurrence of Indebtedness that is not Permitted Indebtedness or a Change in Control, as the case may be), after receipt by a Loan Party and/or such Subsidiary of any Net Proceeds of such Mandatory Prepayment Event, the Borrower Representative shall deliver, or cause to be delivered, an amount equal to 100% of such Net Proceeds to the Term Agent for distribution to the Term Lenders as a prepayment of the Term Loan, which prepayment shall be applied in accordance with Section 1.9(c)(i) or Section 1.9(c)(ii), as the case may be; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, (A) (x) up to $500,000 in Net Proceeds in the aggregate during any Fiscal Year received under either clauses (i) (solely to the extent related to a Disposition of Intellectual Property under Section 5.2(e)) or clause (ii) shall not be required to be so applied and (y) up to $200,000 in Net Proceeds in the aggregate during any Fiscal Year received under clause (i) (solely to the extent related to a Disposition under Section 5.2(c)) shall not be required to be so applied and (C) up to $250,000 in Net Proceeds in the aggregate received under either clause (i) or (ii) shall not be required to be so applied; provided further that (B) the Loan Parties shall be permitted to use such Net Proceeds to replace, repair, restore or rebuild the assets subject to an Event of Loss or to replace or purchase similar assets in the case of a Disposition, provided that (i) no Event of Default has occurred and is continuing and (ii) any such Net Proceeds arising from such Event of Loss or Disposition not used to so replace or purchase similar assets following such Disposition, or replace, repair, restore or rebuild the assets subject to such Event of Loss, as the case may be, within 180 days (or within ninety (90) days after being committed if committed to be so reinvested within such 180 day period) after the receipt of such Net Proceeds shall be applied to the prepayment of the Term Loan in accordance with Section 1.9(c)(i) or Section 1.9(c)(ii), as the case may be. For the avoidance of doubt, any prepayments of the principal amount of the Term Loan pursuant to this Section 1.7(c) shall be subject to the Exit Fee (to the extent resulting in a MOIC Trigger Event) and shall be accompanied by interest on the amount so repaid.

(d) Borrowing Base Ratio. No later than the second Business Day following each date upon which a Borrowing Base Certificate is due to be delivered pursuant to Section 4.1, Borrower shall prepay Loans as set forth in Section 2.14(a) in an aggregate amount sufficient to cause the Borrowing Base Ratio, as of the last day of such fiscal month, on a pro forma basis giving effect to such prepayment, to be no less than 100%. For the avoidance of doubt, any prepayments of the principal amount of the Term Loan pursuant to this Section 1.7(d) shall be subject to the Exit Fee (to the extent such principal payment results in a MOIC Trigger Event) and shall be accompanied by interest on the amount so repaid.

(e) No Implied Consent or Waiver of Default. Provisions contained in this Section 1.7 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Term Lenders to transactions that are not otherwise permitted by the terms hereof or the other Loan Documents or waiver of any Default or Event of Default.

1.8 Fees.

(a) Fee Letter. The Borrowers shall pay to the Term Agent, for its own account or for the account of any other Person entitled thereto (as applicable), in Dollars, fees in the amounts and at the times specified in the Fee Letter.

(b) Unused Line Fee. Borrower shall pay to Term Agent, for the ratable account of the Delayed Draw Term Lenders, a fee (the “Unused Line Fee”) in an amount equal to 1.00% per annum times the Average Delayed Draw Availability during the immediately preceding month (or portion thereof), which Unused Line Fee shall be due and payable monthly in arrears on the first day of each month from and after the Closing Date up to the end of the DDTL Availability Period.

(i) To the extent any MOIC Trigger Event occurs prior to the date that is the eighteen (18) month anniversary of the Closing Date, the Borrower Representative shall pay to the Term Agent for the account of the Term Lenders a fee equal to an amount necessary to meet the Minimum MOIC Amount. To the extent any MOIC Trigger Event occurs on or after the eighteen (18) month anniversary of the Closing Date, the Borrower Representative shall pay to the Term Agent for the account of the Term Lenders a fee in an amount equal to $1,200,000 (the “MOIC Fee”, together with the Minimum MOIC Amount, the “Exit Fee”); provided that the MOIC Fee shall not be payable with respect to any MOIC Trigger Event that does not relate to the Initial Term Loans.

The Exit Fee shall be fully earned on the Closing Date and due and payable immediately upon the occurrence of any MOIC Trigger Event. The Exit Fee shall be in addition to any reimbursement obligations or other amounts payable in connection with the Loan Documents.

(ii) Notwithstanding anything in this Agreement to the contrary, it is understood and agreed that if the Term Loans and/or the related Obligations are accelerated for any reason, including because of default or the commencement of any Insolvency Proceeding or by operation of law or otherwise, the Exit Fee shall automatically be due and payable upon the occurrence of the events set forth in Sections 1.8(c)(i) in accordance with the terms hereof as though such Indebtedness was voluntarily prepaid or repaid at such time and shall constitute part of the Obligations, whether due to acceleration pursuant to the terms of this Agreement (in which case it shall be due immediately, upon the giving of notice to the Borrower Representative in accordance with Section 6.2(b), or automatically, in accordance with Section 6.2(a), by operation of law or otherwise (including, without limitation, on account of any Bankruptcy Event or any other MOIC Trigger Event (including without limitation, a Bankruptcy Event occurring automatically upon any Borrower or any other Loan Party becoming insolvent within the meaning of 11 U.S.C. §101(32)), in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Term Lenders or profits lost by the Term Lenders as a result of such acceleration, and by mutual agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the Term Lenders as a result thereof)). Any Exit Fee payable pursuant to the Loan Documents shall be presumed to be the liquidated damages sustained by each Term Lender as the result of the applicable MOIC Trigger Event and each Borrower agrees that the Exit Fee is reasonable under the circumstances currently existing. All parties to this Agreement agree and acknowledge that the Term Lenders will have suffered damages on account of the MOIC Trigger Event and that, in view of the difficulty in ascertaining the amount of such damages, the Exit Fee constitutes reasonable compensation and liquidated damages to compensate the Term Lenders on account thereof. In the event the Obligations are reinstated in connection with or following any applicable MOIC Trigger Event, it is understood and agreed that the Obligations shall include any Exit Fee payable in accordance with the Loan Documents. The Exit Fee shall also be payable in the event the Obligations are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other similar means. If the Exit Fee becomes due and payable pursuant to the Loan Documents and is not paid when due, the Exit Fee shall be deemed to be principal of the Term Loans and Obligations under the Loan Documents and interest shall accrue on the full principal amount of the Term Loans (including on the Exit Fee) from and after the applicable MOIC Trigger Event. In the event that any Exit Fee is determined not to be due and payable by order of any court of competent jurisdiction, including, without limitation, by operation of the Bankruptcy Code, despite such a triggering event having occurred, the Exit Fee shall nonetheless constitute Obligations under this Agreement and the Loan Documents for all purposes hereunder and thereunder. EACH BORROWER HEREBY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE COLLECTION OF THE EXIT FEE AND ANY DEFENSE TO PAYMENT, WHETHER SUCH DEFENSE MAY BE BASED IN PUBLIC POLICY, AMBIGUITY, OR OTHERWISE. Each Borrower, Term Agent and the Term Lenders acknowledge and agree that any Exit Fee due and payable in accordance with the Loan Documents does not and shall not be deemed to constitute unmatured interest, whether under Section 502(b)(2) of the Bankruptcy Code or otherwise. Each Borrower further acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation. The parties have agreed on the Exit Fee because it captures the attractiveness of the Investment and the opportunity cost to each Lender for its capital Investment because each Lender is an investment fund with limited ability to recycle capital and the Exit Fee reflects the parties’ view on risk return. All parties to this Agreement agree (and each person that accepts or assumes an interest in the Term Loans or Obligations from time to time by their acceptance or assumption of such Term Loan or interest through an Assignment agrees) that the Exit Fee is not to be construed as part of a headline interest rate, but instead compensation specifically reflecting the Term Lenders’ agreement to forego receiving additional compensation, fees and pricing on the Closing Date in return for the Borrower Representative’s agreement (on behalf of itself and each other Borrower) to pay the Exit Fee and that the payment of such amounts reflect each Term Lender’s capital anticipated to be returned for the specific investment of the Term Lender’s capital after taking into account the relative risk of the investment and agreement to receive a cash payment of that portion of their compensation at a date later than the Closing Date. Each Borrower expressly acknowledges and agrees that, prior to executing this Agreement, it has had the opportunity to review, evaluate, and negotiate the Exit Fee and the calculations thereof with its advisors, and that (i) the Exit Fee are each reasonable and each is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) the Exit Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Term Lenders and the Loan Parties giving specific consideration in this transaction for such agreement to pay the Exit Fee, (iv) the Borrower shall be estopped hereafter from claiming differently than as agreed to in this Section 1.8(c), (v) the Borrower Representative’s (on behalf of itself and each other Borrower) agreement to pay the Exit Fee is a material inducement to the Term Lender’s agreement to fund the Term Loans, and (vi) the Exit Fee represent a good faith, reasonable estimate and calculation of the lost profits, losses or other damages of the Term Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Term Lenders or profits lost by the Term Lenders as a result of any such applicable MOIC Trigger Event.

1.9 Payments by the Borrowers.

(a) The Borrower promises to repay to the Term Agent for the ratable account of the Term Lenders all amounts owed hereunder (including the MOIC Amount with respect to the Loans) in full indefeasibly in immediately available funds in cash on the Termination Date or earlier, if otherwise required by the terms hereof. All payments (including prepayments) to be made by each Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind, and shall, except as otherwise expressly provided herein, be made to the Term Agent (for the ratable account of the Persons entitled thereto) and shall be made in Dollars and by wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 4:00 p.m. (New York time) on the date due. Any payment which is received by the Term Agent later than 4:00 p.m. (New York time) may in the Term Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue.

(b) If any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made, and shall be deemed to be due, on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

(c) (i) Subject to Section 1.9(c)(ii) and the Intercreditor Agreement, all payments received by the Term Agent and the Term Lenders in respect of any Obligation shall be applied to the Obligations as follows:

first, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender;

third, to payment of the principal of the Term Loan; and

fourth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto.

In carrying out the foregoing, (A) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (B) each of the Term Lenders or other Persons entitled to payment shall receive an amount equal to its Pro Rata Percentage of amounts available to be applied.

second, to payment of interest, fees (including, without limitation, any Exit Fee), costs and expenses and any other amounts then due and payable by the Borrowers under this Agreement and the other Loan Documents; (ii) Notwithstanding any provision herein to the contrary, (A) during the continuance of an Event of Default, the Term Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by the Term Agent and the Term Lenders in respect of any Obligation in accordance with clauses first through sixth below, and (B) without limiting the foregoing, all amounts collected or received by the Term Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows:

first, pro rata, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender and fees, costs and expenses, including Attorney Costs, of the Term Agent payable or reimbursable by the Borrowers under the Loan Documents;

second, to payment of Attorney Costs of the Term Lenders payable or reimbursable by the Borrowers under this Agreement (subject to any limitations set forth herein (including Section 8.5));

third, to payment of all accrued unpaid interest on the Obligations and fees (including, without limitation, any Exit Fee) owed to the Term Agent and the Term Lenders;

fourth, to payment of principal of the Term Loan;

fifth, to payment of any other amounts owing constituting Obligations; and

sixth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto.

1.10 Return of Payments; Procedures.

(a) Return of Payments.

(i) If the Term Agent pays an amount to a Term Lender under this Agreement in the belief or expectation that a related payment has been or will be received by the Term Agent from the Borrowers and such related payment is not received by the Term Agent, then the Term Agent will be entitled to recover such amount from such Term Lender on demand without setoff, counterclaim or deduction of any kind.

(ii) If the Term Agent determines at any time that any amount received by the Term Agent under this Agreement or any other Loan Document must be returned to any Borrower or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, the Term Agent will not be required to distribute any portion thereof to any Term Lender. In addition, each Term Lender will repay to the Term Agent on demand any portion of such amount that the Term Agent has distributed to such Term Lender, together with interest at such rate, if any, as the Term Agent is required to pay to the Borrowers or such other Person, without setoff, counterclaim or deduction of any kind, and the Term Agent will be entitled to set-off against future distributions to such Term Lender any such amounts (with interest) that are not repaid on demand.

(b) Procedures. The Term Agent is hereby authorized by each Borrower and each Secured Party to establish reasonable procedures (and to amend such procedures in a reasonable manner from time to time) to facilitate administration and servicing of the Term Loan and other matters incidental thereto. Without limiting the generality of the foregoing, the Term Agent is hereby authorized to establish reasonable procedures to make available or deliver, or to accept, notices, documents and similar items on, by posting to or submitting and/or completion on, E-Systems.

ARTICLE II.

CONDITIONS PRECEDENT

2.1 Conditions Precedent to the Initial Term Loan. The obligation of each Term Lender to make its portion of the Initial Term Loan on the Closing Date is subject to satisfaction or waiver of the following conditions in a manner reasonably satisfactory to the Term Agent:

(a) The Borrower Representative shall deliver a Notice of Borrowing to Term Agent at least three (3) Business Days prior to the Closing Date, or such later date as the Term Agent may agree in its sole discretion.

(b) Loan Documents. The Term Agent shall have received on or before the Closing Date, each in form and substance satisfactory to the Term Agent, duly executed copies of the following:

(i) this Agreement;

(ii) the Fee Letter;

(iii) the Intercreditor Agreement;

(iv) the Collateral Documents (other than any Mortgages which shall be delivered in accordance with Section 4.19) (including, without limitation, any certificates evidencing any certificated Stock being pledged thereunder, together with undated Stock powers executed in blank, and all other Loan Documents, each duly executed by the applicable parties thereto);

(v) (a) the Estrella Acquisition Agreement, (b) the Option Agreement, (c) the Network Affiliation Agreements and (d) such organizational documents relating to the foregoing as may be requested by the Term Agent (the “Estrella Transaction Documents”); and

(vi) the Second Lien Term Loan Agreement.

(c) Payment Direction Letter; Funds Flow Memorandum; Etc. The Term Agent shall have received a letter of direction from the Borrower Representative directing where the proceeds of the Initial Term Loan are to be made and attaching a funds-flow memorandum setting forth the sources and uses of such proceeds, which funds-flow memorandum shall be in form and substance reasonably satisfactory to the Term Agent (the “Funds Flow Memorandum”) and shall contain the details of how funds from each source are to be transferred to particular uses and the wire transfer instructions for the particular uses of such funds. The Borrower Representative shall have identified, in writing, not later than five (5) Business Days (or such shorter period as may be agreed by the Term Agent) prior to the Closing Date, each Person (other than any Borrower) that will directly receive proceeds of the Initial Term Loan to be made on the Closing Date and the Term Agent shall have received such information required by the Term Agent or any Term Lender under its “know your customer” compliance procedures with respect to each such Person;

(e) No Litigation. No action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or Governmental Authority that would reasonably be expected to (i) materially and adversely affect the transactions contemplated hereby or (ii) result in a Material Adverse Effect;

(f) Financial Statements. The Term Agent shall have received and be satisfied with the (a) audited balance sheet and related statement of income for MediaCo for the twelve (12) month period ended December 31, 2023, and (b) unaudited balance sheet and related statement of income of MediaCo and the Estrella Entities for the two (2) months ended February 29, 2024;

(g) Minimum Liquidity at Closing. The Term Agent shall have received a duly completed written calculation in form and substance reasonably acceptable to the Term Agent, dated as of Closing Date, certified by a Responsible Officer of the Borrower Representative, which shall evidence that after giving effect to the making of the Term Loan and the other transactions contemplated to be effective on the Closing Date and, on a pro forma basis, (x) Liquidity shall not be less than $1,000,000 and (y) the Term Agent, in its reasonable discretion, shall be satisfied that all accounts payable, leases, payments due under other Indebtedness and Taxes due and payable are paid current (excluding good faith disputes related thereto);

(h) No Liens. The Term Agent shall be reasonably satisfied that the Obligations do not give rise to any obligation of any Borrower or its Subsidiaries to grant any security interest or Lien in respect of any existing Indebtedness of such Borrower or its Subsidiaries or violate any of the terms, in any material respect, of the agreements with respect to such existing Indebtedness;

(i) Approvals. The Term Agent shall have received (i) satisfactory evidence that the Borrowers have obtained all required consents and approvals of all Persons (including all requisite Governmental Authorities or third parties), to the execution, delivery and performance of this Agreement and the other Loan Documents and the consummation of transactions contemplated hereby and thereby or (ii) an officer’s certificate in form and substance reasonably satisfactory to the Term Agent affirming that no such material consents or approvals are required;

(d) No Material Adverse Change. Since December 31, 2023, no Material Adverse Effect shall have occurred; (j) Payment of Fees. The Borrowers shall have paid all fees required to be paid on the Closing Date (including, without limitation, the fees specified in the Fee Letter), and shall have reimbursed the Term Agent, for all reasonable and documented fees, costs and expenses of closing to the extent invoiced three (3) Business Days prior to the Closing Date;

(k) Solvency. The Term Agent shall have received a Solvency Certificate in the form of Exhibit H signed by a Responsible Officer of the Borrower Representative;

(l) Perfection. All filings, recordations and searches reasonably necessary or otherwise reasonably requested by the Term Agent in connection with the Liens to be granted to the Term Agent under the Loan Documents shall have been duly made, and all documents and instruments required to perfect the Term Agent’s security interest in the Collateral shall have been executed, delivered, in form to be filed, and all Taxes and fees directly related to filing and recording shall concurrently with such filing or recordation be duly paid, in each case other than with respect to any Mortgages subject to Section 4.19;

(m) Borrowing Base Certificate. The Term Agent shall have received a Borrowing Base Certificate for the month most recently ended prior to the Closing Date, setting forth that the Borrowing Base Ratio is no less than 100%;

(n) Opinions of Counsel; Corporate Documents. The Term Agent and the Term Lenders shall have received (i) customary opinions of counsel (including all applicable local counsel) to the Borrowers (which shall cover, among other things, authority, legality, validity, binding effect, perfection and enforceability of the Loan Documents and other matters as the Term Agent may reasonably require), and (ii) such customary corporate resolutions, certificates and other documents as the Term Agent shall reasonably require;

(o) Representations and Warranties. The representations and warranties of the Borrowers set forth in this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of the Closing Date (or, in the case of any such representation or warranty expressly stated to have been made as of a specific date, as of such specific date);

(p) No Default. No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to the making of the Term Loan;

(q) Governmental Regulations. No material changes in governmental regulations or policies materially and adversely affecting the transactions contemplated hereby shall have occurred prior to the Closing Date;

(r) Payoff Letter. The Term Agent shall have received evidence satisfactory to it that the Indebtedness for borrowed money for the Borrowers, Loan Parties and Estrella Entities (other than any Indebtedness of the Borrowers and the Loan Parties permitted to remain outstanding hereunder) shall have been terminated and cancelled and all such Indebtedness shall have been fully repaid or converted into Indebtedness, Stock or Stock Equivalents permitted hereunder and any and all liens thereunder, if any, shall have been terminated and released;

(s) Projections and Business Plan. The Term Agent shall have received the projections and business plan of each of the Borrowers and their Subsidiaries and shall be reasonably satisfied in form, substance and detail, with them;

(t) No Default or Breach of Material Contracts. The Term Agent shall have received a certificate of a Responsible Officer of the Borrower Representative certifying that no breach or default (or event or condition, which after notice or lapse of time, or both, would constitute a breach or default) has occurred and is continuing under any Material Contract;

(u) Control Agreement. The Term Agent shall have received a Control Agreement in respect of Control Account held by MediaCo at Wells Fargo Bank, N.A. with the account number ending 6285 and 2190;

(v) Estrella Acquisition. The Term Agent shall have received evidence in form satisfactory to it that the Estrella Acquisition shall have been (or shall be concurrently) consummated on the Closing Date in accordance with the Estrella Acquisition Agreement, and no material terms or conditions of such Estrella Acquisition Agreement (other than any immaterial terms or conditions) shall have been waived without the consent of the Term Agent;

(w) FCC Licenses. Each FCC License and each Optioned License shall be in full force and effect;

(x) Appraisal. The Term Agent shall have received an Acceptable Appraisal in respect of (x) the FCC Licenses to be included in the Borrowing Base on or prior to the Closing Date and (y) with respect to the Optioned Licenses, in each case, the Specified Option Value;

(y) Beneficial Ownership Certification. With respect to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Term Agent shall have received at least three (3) Business Days prior to the Closing Date a Beneficial Ownership Certification in relation to such Borrower; and

(z) Officer’s Certificate. The Term Agent shall have received an Officer’s Certificate in the form of Exhibit K-1 signed by Responsible Officer of the Borrower Representative (on behalf of itself and each other Borrower) certifying that each of the factual conditions specified in this Section 2.1 have been satisfied.

2.2 Conditions Precedent to Delayed Draw Term Loans. The obligation of the Term Lenders, who hold a Delayed Draw Term Loan Commitment, to make a Delayed Draw Term Loans hereunder (or to extend any other credit hereunder) at any time during the DDTL Availability Period shall be subject to the following conditions precedent:

(a) The Borrower Representative shall deliver a Notice of Borrowing to Term Agent at least ten (10) Business Days (or such shorter period as may be agreed by the Term Agent) prior to the proposed Delayed Draw Borrowing Date;

(b) As of such Delayed Draw Borrowing Date, the Term Agent shall receive an Officer’s Certificate in the form of Exhibit K-2 signed by Responsible Officer of the Borrower Representative (on behalf of itself and each other Borrower) certifying that each of the conditions specified in this Section 2.2 have been satisfied as follows:

(i) the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of such Delayed Draw Borrowing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (other than those representations and warranties that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations and warranties shall be true and correct in all respects) on and as of such earlier date and the Secured Parties shall not have become aware of any material adverse new or inconsistent information or other matter that was not previously disclosed to the Secured Parties;

(ii) Borrowers and their Subsidiaries are in compliance with the financial covenants set forth in Section 5.22 on a pro forma basis;

(iii) both before and immediately after giving effect to the making of such Delayed Draw Term Loans, no event shall have occurred and be continuing or would result from the consummation of the applicable Delayed Draw Term Loan that would constitute a Default or Event of Default;

(iv) After giving effect to the making of such Delayed Draw Term Loans, the Borrowing Base Ratio shall be no less than 100%;

(v) No event shall have occurred, and no condition shall exist which has or could be reasonably expected to have a Material Adverse Effect; and

(c) (i) All fees required to be paid to the Term Agent and Term Lenders pursuant to Section 1.8 or the Fee Letter on or before the date of execution and delivery of this Agreement or as the context may require, such Borrowing, shall have been paid and (ii) all other reasonable and documented fees and expenses required to be paid to the Term Lenders or the Term Agent (including all reasonable and documented out-of- pocket expenses of the Term Agent and the Term Lenders (including the reasonable fees, charges and disbursements of counsel to the Secured Parties) required to be paid or reimbursed by the Loan Parties in accordance with and subject to the limitations set forth in Section 8.5) on or before or substantially concurrently with the applicable fees shall have been paid (or the Term Agent shall have received evidence in form and substance satisfactory to it that such fees will be paid substantially concurrently with the extension of credit).

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

The Borrowers, jointly and severally, as an inducement for the Term Agent and Term Lenders to enter into this Agreement and to extend the Term Loans hereunder, represent and warrant to the Term Agent and each Term Lender that the following are true, correct and complete:

3.1 Corporate Existence and Power. Each Borrower and each of its respective Subsidiaries:

(a) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable;

(b) has all requisite power and authority and all governmental licenses, authorizations, Permits, consents and approvals to (i) own its assets, (ii) carry on its business and (iii) execute, deliver, and perform its obligations under, the Loan Documents to which it is a party, except, in the case of clauses (b)(i) and (b)(ii), where the failure to have such consents would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(c) is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good standing, under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification or license, except where the failure to be so qualified, licensed or in good standing would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(d) is in compliance with all Requirements of Law, except where the failure to be in compliance would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

3.2 Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Borrowers of this Agreement, and by each Borrower and each of its Subsidiaries of any other Loan Document to which such Person is party, have been duly authorized by all necessary organizational action, and do not and will not:

(i) contravene the terms of any of that Person’s Organization Documents;

(ii) conflict with or result in the creation of any Lien (except Liens created pursuant to the Loan Documents) under any document evidencing any material Contractual Obligation to which such Person is a party or any material order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject;

(iii) conflict with or result in any breach or contravention of any document evidencing any Material Contract or any material order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject; or

(iv) violate any Requirements of Law in any material respect.

3.3 Governmental and Third-Party Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority including with or by the FCC or any other Person is necessary or required in connection with the execution, delivery or performance by, or exercise of remedies against, any Borrower or any Subsidiary of any Borrower of this Agreement or any other Loan Document except (a) for recordings and filings in connection with the Liens granted to the Term Agent under the Collateral Documents, (b) those obtained or made on or prior to the Closing Date or the applicable Delayed Draw Borrowing Date and (c) FCC filings in connection with the exercise of the Option Agreement or any use of remedies relating to the transfer of FCC Licenses and/or Optioned Licenses.

3.4 Binding Effect. This Agreement and each other Loan Document to which any Borrower is a party constitute the legal, valid and binding obligations of each such Borrower, enforceable against such Borrower in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, regardless of whether considered in a proceeding in equity or at law.

3.5 Litigation. Except as specifically disclosed in Schedule 3.5, there are no actions, suits or proceedings pending, or to the knowledge of each Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, against any Borrower, any Subsidiary of any Borrower or any of their respective Property which:

(a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby; or

(b) could reasonably be expected to result in a Material Adverse Effect.

No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement, any other Loan Document or directing that the transactions provided for herein or therein not be consummated as herein or therein provided. No Borrower or any Subsidiary of any Borrower is the subject of an audit or, to each Borrower’s knowledge, any review or investigation by any Governmental Authority concerning the violation or possible violation of any Requirements of Law or any Permits maintained by the Borrowers or their Subsidiaries which would reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect.

3.6 No Default. No Default or Event of Default exists or would result from the incurring of any Obligations by any Borrower or the grant or perfection of the Term Agent’s Liens on the Collateral or the consummation of the transactions contemplated under this Agreement and the other Loan Documents. No Borrower and no Subsidiary of any Borrower is in default under or with respect to (i) any Specified Agreement in any respect, (ii) any Material Contract or (iii) any other Contractual Obligation which, individually or together with all such defaults, would in the case of clauses (ii) or (iii) would reasonably be expected to have a Material Adverse Effect.

3.7 ERISA Compliance.

(a) None of the Borrowers or their respective Subsidiaries or any member of their respective Controlled Groups, maintains or contributes to any Title IV Plan or any Multiemployer Plan. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except those that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Borrower, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Borrower incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred in connection with which Liabilities (contingent or otherwise) remain outstanding.

(b) Foreign Pension Plan and Benefit Plans. None of the Borrowers or any of their Subsidiaries maintain or contribute to, or are required to maintain or contribute to, any Foreign Benefit Plans and Foreign Pension Plans.

3.8 Use of Proceeds; Margin Regulations. No Borrower and no Subsidiary of any Borrower is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock. The Funds Flow Memorandum contains a description of the Borrowers’ sources and uses of funds on the Closing Date and each Delayed Draw Borrowing Date, and details how funds from each source are to be transferred to particular uses.

3.9 Ownership of Property; Liens. As of the Closing Date, the Real Estate listed in Schedule 3.9 constitutes all of the Real Estate of each Borrower and each of their respective Subsidiaries. Each of the Borrowers and each of their respective Subsidiaries has good record and valid title in fee simple to, or valid leasehold interests in, all of its Real Estate, and good and valid title to all owned personal property and valid leasehold interests in all leased personal property, in each instance, necessary or used in the ordinary conduct of their respective businesses, except for Permitted Liens and such immaterial defects in title, or where, as to personal property, failure to own such personal property or have such leasehold interest would not be material. As of the Closing Date and each Delayed Draw Borrowing Date, Schedule 3.9 also describes any purchase options, rights of first refusal or other similar contractual options granted by the Borrowers or a Subsidiary in favor of a third party in any Real Estate (x) required to be subject to a Mortgage or Landlord Waiver, (y) related to a main Station or (z) otherwise material to the operations of the Loan Parties. As to any fee owned Real Estate, and to the knowledge of the Borrowers as to any leasehold Real Estate, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

3.10 Taxes. All U.S. federal, state, local and non-U.S. income and other material Tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities, all such Tax Returns are true and correct in all material respects, and all material Taxes, assessments and other governmental charges and impositions reflected therein or otherwise due and payable have been timely paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. No assertion of any material claim for Taxes has been given or made by any Governmental Authority. Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in material compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities.

3.11 Financial Condition.

(a) Each of (i) the audited balance sheet of MediaCo dated December 31, 2023, and the related audited statement of income or operations for the twelve (12) month period ended on that date for MediaCo, (ii) the unaudited interim balance sheet and related unaudited statement of income for the two (2) month period ended February 29, 2024, (iii) audited balance sheet and related statement of income and cash flows of the Estrella Entities for the fiscal years ended December 31, 2022, and (b) unaudited balance sheet and related statement of income and cash flows of the Estrella Entities for the two (2) month period ended February 29, 2024:

(x) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures; and

(y) present fairly in all material respects the financial condition of MediaCo as of the dates thereof and results of operations for the periods covered thereby.

(b) The pro forma unaudited Consolidated balance sheet of MediaCo and its Consolidated Subsidiaries dated March 31, 2024, delivered to the Term Agent and the Term Lenders on or before the Closing Date was prepared by the Borrowers giving pro forma effect to the transaction contemplated under this Agreement and the other Loan Documents and the transactions contemplated hereby and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP.

(d) The Borrowers and their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.8.

(e) All financial performance projections delivered to the Term Agent, including the financial performance projections delivered to the Term Agent and the Term Lenders on or before the Closing Date, represent each Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by such Borrower to be fair and reasonable in light of current market conditions (it being understood that (i) such projections are as to future events and are not to be viewed as facts, and (ii) actual results during the period or periods covered by any such projections may differ from the projected results).

3.12 Environmental Matters.

Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect:

(a) The operations of each Borrower and each of their respective Subsidiaries are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law.

(b) No Borrower and no Subsidiary of any Borrower is party to, and no Borrower and no Subsidiary of any Borrower and (to the knowledge of any Borrower) no Real Estate currently or previously owned, leased, subleased, or operated by any such Person is subject to or the subject of any pending (or, to the knowledge of any Borrower, threatened) written consent decree, settlement agreement, order, restriction in a deed (solely with respect to Real Estate that is currently owned by any Borrower or Subsidiary), action, suit, proceeding, claim, demand, or notice of violation or of potential liability or similar written notice relating in any manner to any Environmental Laws.

(c) No Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any Property of any Borrower or any Subsidiary of any Borrower and, to the knowledge of any Borrower, no facts, circumstances or conditions exist that would reasonably be expected to result in any such Lien attaching to any such Property.

(d) No Borrower and no Subsidiary of any Borrower has caused or suffered to occur a Release of Hazardous Materials at, on, under or from any Real Estate.

(e) Except as specifically disclosed in Schedule 3.12(e), all Real Estate currently (or to the knowledge of any Borrower previously) owned, leased, subleased, operated by any Borrower and each Subsidiary of each Borrower is free of contamination by any Hazardous Materials requiring Remedial Action pursuant to any Environmental Law.

(f) No Borrower and no Subsidiary of any Borrower knows of any material facts, circumstances or conditions reasonably constituting notice of a violation of any Environmental Law or liability under any Environmental Law regarding such Borrower or Subsidiary, including receipt of any information request or notice of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act or similar Environmental Laws.

3.13 Regulated Entities. None of any Borrower, any Person controlling any Borrower, or any Subsidiary of any Borrower, is (a) an “investment company” within the meaning of the Investment Company Act of 1940 or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other federal or state statute, rule or regulation limiting its ability to incur Indebtedness, pledge its assets or perform its Obligations under the Loan Documents.

3.14 Solvency. Both before and after giving effect to (a) the Initial Term Loan made on the Closing Date, (b) the consummation of the other transactions contemplated hereby to occur on the Closing Date, and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Borrowers, taken as a whole, and the Borrowers and their Subsidiaries, on a Consolidated basis, are Solvent.

3.15 Labor Relations. Except as would not be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, as of the Closing Date, there are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Borrower, threatened) against or involving any Borrower. Except as set forth in Schedule 3.15, as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Borrower, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Borrower and (c) no such representative has sought certification or recognition with respect to any employee of any Borrower.

3.17 Brokers’ Fees; Transaction Fees. Except for fees payable to Term Agent and the Term Lenders or as otherwise set forth in Schedule 3.17, none of the Borrowers or any of their respective Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.

3.18 Insurance. Schedule 3.18 lists all insurance policies of any nature maintained as of the Closing Date for current occurrences by each Borrower, including issuers, coverages and deductibles. Each of the Borrowers and each of their respective Subsidiaries and their respective Properties and operations are insured with financially sound and reputable insurance companies which are not Affiliates of the Borrowers, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses of the same size and character as the business of the Borrowers and, to the extent relevant, owning similar Properties in localities where such Person operates. The Borrowers shall not reduce the coverage amounts under their liability policies without the prior consent of the Term Agent.

3.19 Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Borrower and no Subsidiary of any Borrower (i) has any Subsidiaries, or (ii) is engaged in any joint venture or partnership with any other Person or is an Affiliate of any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Borrowers and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (if applicable), and free and clear of all Liens other than with respect to the Stock and Stock Equivalents of each of the Borrowers and Subsidiaries of each of the Borrowers, as applicable, those in favor of Term Agent, for the benefit of the Secured Parties and Permitted Liens. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. As of the Closing Date, all of the issued and outstanding Stock of each Borrower and each Subsidiary of each Borrower is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, as of the Closing Date there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Borrower may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of the Borrowers and all of their Subsidiaries as of the Closing Date.

3.20 Jurisdiction of Organization; Chief Executive Office. Schedule 3.20 lists each Borrower’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Borrower’s chief executive office or sole place of business.

3.21 Locations of Inventory, Equipment and Books and Records. As of the Closing Date, each Borrower’s (a) Inventory and Equipment (other than Inventory or Equipment in transit or out for repair) and books and records concerning the Collateral are kept at the locations listed in Schedule 3.21, and (b) books and records concerning the Collateral are kept at a location in the United States.

3.22 Deposit Accounts and Other Accounts. Schedule 3.22 lists all banks and other financial institutions at which any Borrower maintains deposit, securities or other accounts as of the Closing Date, and such Schedule correctly identifies the name and address of each depository, the name in which the account is held, a brief description of the purpose of the account, and the complete account number therefor.

3.23 Government Contracts and Material Contracts. Except as set forth on Schedule 3.23, as of the Closing Date no Borrower is a party to (i) any material contract or agreement with any Governmental Authority and no Borrower’s Accounts are subject to the Federal Assignment of Claims Act of 1940 (31 U.S.C. Section 3727) or any similar state or local law or (ii) any other Material Contract.

3.24 Customer Relations. Except as set forth on Schedule 3.24, there exists no actual or, to the knowledge of any Borrower, threatened termination or cancellation of, or any material adverse modification or change in the business relationship of any Borrower or any Subsidiary of any Borrower with any customer or group of customers which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

3.25 Bonding. Except as set forth in Schedule 3.25, as of the Closing Date, no Borrower is a party to or bound by any surety bond agreement, indemnification agreement in respect of any surety bond agreement or bonding requirement with respect to products or services sold by it (exclusive of product warranties in the Ordinary Course of Business).

3.26 Full Disclosure. None of the representations or warranties made by any Borrower or any of their Subsidiaries in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in each exhibit, report, statement, certificate or other writing furnished by or on behalf of any Borrower or any of their Subsidiaries in connection with the Loan Documents (including the offering and disclosure materials, if any, delivered by or on behalf of any Borrower to the Term Agent or the Term Lenders prior to the Closing Date), taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading as of the time when made or delivered; provided, that, with respect to projected financial information, each Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered, and if such projected financial information was delivered prior to the Closing Date, as of the Closing Date.

3.27 OFAC; Anti-Corruption.

(a) No Loan Party nor any of its Subsidiaries is in violation of any Sanctions. No Loan Party or any of its Subsidiaries, and none of their directors, officers, agents, or employees is a Sanctions Target. No proceeds of any loan made hereunder will be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctions Target in violation of Sanctions.

(b) Each Loan Party is in compliance with the Anti-Corruption Laws. No part of the proceeds of the loans made hereunder will be used by any Loan Party or any of their Subsidiaries, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the Anti-Corruption Laws.

3.28 Patriot Act. The Borrowers and each of their Subsidiaries are in compliance with the Anti-Terrorism Laws.

3.29 Collateral Documents, Etc. Except as otherwise contemplated hereby or under any other Loan Documents, and except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, regardless of whether considered in a proceeding in equity or at law, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents, are effective to create in favor of the Term Agent for the benefit of the Secured Parties a legal, valid, enforceable and perfected first-priority Lien (subject only to Permitted Liens and, as to priority, only to Permitted Liens under Section 5.1(d) or that have priority under applicable law) on all right, title and interest of the respective Borrowers in the Collateral described therein.

3.30 Beneficial Ownership Certification. As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

3.31 FCC Licenses. As of the Closing Date, Schedule 3.31 lists all FCC Licenses and the Loan Party that is the licensee of each such FCC License. The FCC Licenses include all of the main Station FCC licenses, permits, permissions and authorizations necessary to operate the Loan Parties’ business as currently conducted by the Loan Parties, and all such FCC Licenses have been validly issued in the name of a Borrower or one of its Subsidiaries. Except as set forth on Schedule 3.31, the FCC Licenses that have been issued are in full force and effect, are valid for the balance of the current license term, are unimpaired by any act or omissions of any Borrower, any Subsidiary thereof or any of their respective employees, agents, officers, directors or stockholders (and in the case of any FCC Licenses being acquired in connection with any Acquisition (which Acquisition shall be approved in writing by the Required Lenders), of the current holders thereof to the extent it would adversely affect Borrower or its Subsidiaries after the Acquisition) and are free and clear of any material restrictions, except restrictions or conditions of general applicability. Moreover, each Borrower or one of its Subsidiaries are in material compliance with all license provisions. Except as set forth on Schedule 3.31 and except for those of general applicability, there are no proceedings or complaints pending or, to the best of the Loan Parties’ knowledge, threatened with respect to the FCC Licenses (including any Optioned License) or otherwise before the FCC that may have a Material Adverse Effect on the Loan Parties’ business including the reversal, revocation, cancellation, adverse modification, suspension, or non-renewal of any FCC License (and/or Optioned License, as applicable). The Loan Parties are not aware of any reason why any FCC Licenses (and/or the Optioned Licenses) subject to expiration might not be renewed in the ordinary course or of any reason why any of the FCC Licenses (and/or the Optioned Licenses) might be revoked. All information contained in any pending applications for modification, extension or renewal of the FCC Licenses or other applications filed with the FCC by any of the Loan Parties is true, complete and accurate in all material respects. All information contained in any application for consent to assignment of any FCC License, an application for consent to transfer control of any FCC License or substantially similar applications filed with the FCC in connection with any Acquisition is true, complete and accurate in all material respects (if any).

3.32 FCC Matters. To the best of the Loan Parties’ knowledge, the operation of the business of the Borrowers and the other Loan Parties complies and has complied in all material respects with the Communications Laws. Schedule 3.32 is a list of all Stations (other than booster, translator or auxiliary stations) owned or operated by the Loan Parties (or their respective Subsidiaries) as of the Closing Date.

3.33 Studio and Tower Sites. Set forth in Schedule 3.33 is a complete and accurate list, as of the Closing Date, of (a) each real estate or tower location utilized or to be utilized as a studio or main transmitter site in the operation of the Stations and (b) each other parcel of real estate owned or leased by or licensed to MediaCo or its Subsidiaries (other than parcels of real estate used solely as low power transmitter sites). As to each such site owned by MediaCo or one of its Subsidiaries or utilized or to be utilized as a studio or main transmitter site in the operation of the Stations, Schedule 3.33 sets forth (i) the name(s) of the record owner(s) of such site, (ii) the street address of such site (if any), and (iii) a true copy of the lease or license. Moreover, each of the towers used in the operation of the Stations and which is owned by a Loan Party, which tower is required to be registered with the FCC pursuant to the FCC’s antenna structure registration requirements has been duly and accurately registered and each ASR Number is posted at the Tower Site where the failure to do so would reasonably be expected to have a Material Adverse Effect. All antenna structures used in the operation of the Stations and owned by a Loan Party are obstruction-marked and lighted in accordance with the Communications Act where the failure to do so would reasonably be expected to have a Material Adverse Effect.

3.34 FCC Regulatory Fees. All FCC regulatory fees assessed with respect to the FCC Licenses have been timely and accurately paid, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect.

ARTICLE IV.

AFFIRMATIVE COVENANTS

Each Borrower covenants and agrees that, so long as the Term Loan or any other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:

4.1 Financial Statements. Each Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements required to be delivered hereunder in conformity with GAAP (provided that quarterly and monthly financial statements shall not be required to have footnote disclosures and are subject to normal month-end, quarter-end and year-end adjustments, as applicable). The Borrowers shall deliver to the Term Agent and the Term Lenders and in form and detail reasonably satisfactory to the Term Agent:

(a) as soon as available, but not later than ninety (90) days after the end of each Fiscal Year ((or within one hundred twenty (120) days for the Fiscal Year ending December 31, 2024)), copies of the audited Consolidated balance sheet of MediaCo and its Consolidated Subsidiaries, in each case, as at the end of such year and the related Consolidated statements of income or operations, shareholders’ equity and cash flows of each such Person and its Consolidated Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by reports and opinions of independent certified public accounting firm reasonably acceptable to the Term Agent, which reports and opinions shall be certified without a going concern or like qualification or exception and without any qualification or exception as to the scope of audit (except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Borrowers’ independent certified public accountants), stating that such financial statements fairly present, in all material respects, the financial position and results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior years;

(b) beginning with the first full month of operations, as soon as available, but not later than thirty (30) days after the end of each Fiscal Month, copies of the unaudited Consolidated balance sheet of MediaCo and its Consolidated Subsidiaries, in each case, as at the end of such month and the related Consolidated statement of income or operations of each such Person and its Consolidated Subsidiaries for such Fiscal Month and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct, in all material respects, and fairly presenting, in all material respects, the financial position and the results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior months, subject to normal month-end adjustments and absence of footnote disclosures; and

(c) as soon as available, but not later than forty-five (45) days (or within sixty (60) days after the end of the Fiscal Quarters ending June 30, 2024 and September 30, 2024) after the end of each Fiscal Quarter (commencing with the Fiscal Quarter ending March 31, 2025), copies of the unaudited Consolidated balance sheet of MediaCo and its Consolidated Subsidiaries, in each case, as at the end of such quarter and the related Consolidated statements of income or operations, shareholders’ equity and cash flows of each such Person and its Consolidated Subsidiaries for such Fiscal Quarter and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrowers by an appropriate Responsible Officer of the Borrower Representative as being complete and correct, in all material respects, and fairly presenting, in all material respects, the financial position and the results of operations of each such Person and its Consolidated Subsidiaries for the periods indicated in conformity with GAAP applied on a basis consistent with prior quarters, subject to normal year-end adjustments and absence of footnote disclosures.

4.2 Certificates; Other Information. The Borrowers shall deliver to the Term Agent and the Term Lenders and in form and detail reasonably satisfactory to Term Agent:

(a) together with each delivery of financial statements pursuant to Section 4.1(a) and 4.1(c), (i) a management discussion and analysis report, in reasonable detail, signed by a Responsible Officer of the Borrower Representative, describing the operations and financial condition of the Borrowers and their Subsidiaries for such Fiscal Quarter or Fiscal Year and (ii) a report setting forth in comparative form the corresponding figures for corresponding periods of the previous Fiscal Year;

(b) concurrently with the delivery of the financial statements and other financial deliverables referred to in Sections 4.1(a), 4.1(b) and 4.1(c) above, a fully and properly completed Compliance Certificate, certified on behalf of the Borrowers by a Responsible Officer of the Borrower Representative (it being understood that the Compliance Certificate delivered in connection with each of the financial statements referred to in Sections 4.1(a), 4.1(b) and 4.1(c) shall contain the certification of compliance with the covenants contained in Sections 5.21 and 5.22(a));

(c) as soon as available but in any event within thirty (30) days of the end of each Fiscal Month, and at such other times as may be requested by the Term Agent, as of the period then ended, a Borrowing Base Certificate, and supporting information in connection therewith, together with any additional reports with respect to the Borrowing Base as the Term Agent may reasonably request; and the Borrowing Base shall be updated (i) from time to time upon receipt of periodic valuation updates received from the Term Agent’s asset valuation experts, (ii) concurrently with the sale or commitment to sell any assets constituting part of the Borrowing Base, (iii) in the event such assets are idled for any reason other than routine maintenance or repairs for a period in excess of ten (10) consecutive days, and (iv) in the event that the value of such assets may otherwise be impaired, as determined by the Term Agent’s in its sole discretion;

(d) promptly after the same are sent, copies of all financial statements and reports which MediaCo sends to its shareholders or other equity holders, as applicable, generally and promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which such Person may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority;

(e) concurrently with the delivery of the financial statements referred to in Section 4.1(c), to the extent that there is any updated information to provide, a list of any applications for the registration of any Patent, Trademark (and a list of any “intent to use” Trademark applications for which a registration has issued or a “Statement of Use” or “Amendment to Allege Use” has been filed) or Copyright filed by any Borrower with the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency in each case entered into or filed in the prior Fiscal Quarter;

(f) prior to the end of each of MediaCo’s Fiscal Years, the annual budget of the Borrowers prepared by management of the Borrower Representative, consistent in form with the budget previously delivered to the Term Agent prior to the Closing Date;

(g) promptly upon receipt thereof, copies of any reports submitted by each Borrower’s certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems, operations, financial condition or properties of any Borrower (or their Subsidiaries) made by such accountants, including any comment letters submitted by such accountants to management of any Borrower in connection with their services;

(h) (i) not less than five (5) Business Days prior to the consummation of the transactions relating to any Permitted Refinancing, drafts of documents relating to any Permitted Refinancing and (ii) concurrently with the consummation of any such Permitted Refinancing, copies, certified by a Responsible Officer of the Borrower Representative as being complete and correct, of the fully executed documents relating to such Permitted Refinancing;

(i) as soon as practicable, in any event at least ten (10) Business Days prior thereto, copies of any waiver, consent, amendment or permanent prepayment or permanent commitment reduction (and the amount thereof) to be entered into pursuant to any Subordinated Indebtedness Documents;

(j) promptly, such additional business, financial, perfection certificates and other information as the Term Agent may from time-to-time reasonably request; and

(k) (i) any change in the information provided in the Beneficial Ownership Certification that would result in any Borrower no longer being excluded from the definition of “legal entity customer” under the Beneficial Ownership Regulation and (ii) upon the request therefor, such other information and documentation required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations (including, without limitation, the Patriot Act), as from time to time reasonably requested by the Term Agent or any Term Lender.

Any financial statement or other information required to be furnished pursuant to Sections 4.1(a), (b), (c) or 4.2(d) shall be deemed to have been furnished on the date on which the Term Agent receives notice (which may be via email) that MediaCo has filed such financial statement or information with the Securities and Exchange Commission and it is available on MediaCo’s website or the EDGAR website on the Internet at www.sec.gov or any successor government website that is freely and readily available to the Term Agent and the Term Lenders without charge.

4.3 Notices. The Borrower Representative shall notify promptly Term Agent of each of the following:

(a) the occurrence or existence of any Default or Event of Default;

(b) any breach or non-performance of, or any default under (i) any Specified Agreement, (ii) any Material Contract (other than leases which shall be subject to notification under Section 4.15), (iii) the Emmis Subordinated Note or (iv) any other Contractual Obligation of any Borrower or any Subsidiary of any Borrower, or any violation of, or non-compliance with, any Requirements of Law, which, in the case of clauses (ii) through (iv) would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, and including, in the case of clauses (i) through (iv), a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof;

(c) any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Borrower or any Subsidiary of any Borrower and any Governmental Authority or any suspension or revocation of any Permits granted by a Governmental Authority to a Borrower or any Subsidiary of any Borrower that would reasonably be expected to result in Liabilities in excess of $1,000,000;

(d) the commencement of, or any material development in, any litigation or proceeding affecting any Borrower or any Subsidiary of any Borrower (i) in which more than $1,000,000 of damages is claimed, (ii) in which injunctive or similar relief is sought and which would reasonably be expected to have a Material Adverse Effect, or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement or any other Loan Document;

(e) (i) the receipt by any Borrower or any Subsidiary of any written notice of violation of or potential liability or similar notice under Environmental Law which would be reasonably expected to result in a Material Adverse Effect, (ii) (A) unpermitted Releases, (B) the existence of any condition that would reasonably be expected to result in violations of or Liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law, which would reasonably be expected to result in Environmental Liabilities in excess of $1,000,000, and which in the case of clauses (A) or (B) above, either individually or in the aggregate for all such clauses, would reasonably be expected to result in a Material Adverse Effect, (iii) the receipt by any Borrower or any Subsidiary of notification that any Property of any Borrower or any Subsidiary is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities (x) which would reasonably be expected to result in a Material Adverse Effect or (y) for the repayment of money and which Lien is imposed on Real Property owned by the Borrower or any Subsidiary and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in Environmental Liabilities that would have a Material Adverse Effect;

(f) (i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA, or intent to terminate any Title IV Plan, a copy of such notice, except where such reportable event or termination of such Title IV Plan would not be reasonably expected to result in a Material Adverse Effect, (ii) promptly, and in any event within five (5) days, after any officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto, and (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto, except to the extent where the occurrence of such ERISA Event would not reasonably be expected to result in a Material Adverse Effect;

(g) any Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to the Term Agent and the Term Lenders pursuant to this Agreement;

(h) any material changes in accounting policies or financial reporting practices by any Borrower or any Subsidiary of any Borrower other than those changes promulgated by GAAP;

(i) any labor controversy resulting in or, to the knowledge of any Borrower, threatening to result in, any strike, work stoppage, boycott, shutdown or other material labor disruption against or involving any Borrower or any Subsidiary of any Borrower, except to the extent such strike, work stoppage, boycott, shutdown or other labor disruption would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;

(j) the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Borrower of any Stock or Stock Equivalent;

(k) as soon as practicable, and in any event within (x) ten (10) days after the issuance, filing or receipt thereof, (i) copies of any order or notice of the FCC, any Governmental Authority or a court of competent jurisdiction which designates any FCC License, or any application therefor, for a hearing or which refuses renewal or extension of, or revokes or suspends the authority of any Loan Party pursuant to any FCC License, or (ii) any citation, “Notice of Apparent Liability for Forfeiture”, “Notice of Violation” or “Order to Show Cause” issued by the FCC seeking revocation or the denial of renewal of any FCC License, in each case with respect to any Loan Party or (y) ten (10) days after a Responsible Officer of a Loan Party has actual knowledge with respect to Optioned Licenses with respect to the foregoing;

(l) any suspension or interruption of regular broadcast operations by a main Station, or a failure by any such main Station to broadcast with its FCC-licensed facilities, which suspension, interruption or failure persists for three (3) consecutive days, or five (5) days in any twenty (20) consecutive day period, if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; or

(m) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in such certification.

Each notice pursuant to this Section 4.3 shall be in electronic form accompanied by a statement by a Responsible Officer of the Borrower Representative, on behalf of the Borrowers, setting forth details of the occurrence referred to therein, and stating what action the Borrowers or other Person proposes to take with respect thereto and at what time. Each notice under Section 4.3(a) shall describe with reasonable particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violated.

4.4 Preservation of Corporate Existence, Etc. Each Borrower shall, and shall cause each of its Subsidiaries to:

(a) preserve and maintain in full force and effect its organizational existence and good standing under the laws of its jurisdiction of incorporation, organization or formation, as applicable, except as permitted by Section 5.3;

(b) preserve and maintain in full force and effect all rights, privileges, qualifications, Permits, licenses (including, without limitation, FCC Licenses), MVPD agreements, and franchises necessary in the normal conduct of its business except as permitted by Sections 5.2 and 5.3 or to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect;

(c) preserve its business organization and preserve the goodwill and business of the customers, suppliers and others having material business relations with it in the Ordinary Course of Business;

(d) unless otherwise agreed in writing by the Term Agent and the Required Lenders, preserve or renew all Intellectual Property, except where in the good faith determination of Borrower, such Intellectual Property is uneconomical or not material to its business; and

(e) conduct its business and affairs without infringement of or interference with any Intellectual Property of any other Person and shall comply with the terms of its IP Licenses material to its business, except where such failure to do so would not reasonably be expected to have a Material Adverse Effect.

4.5 Maintenance of Property. Except as permitted in Section 5.2, each Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, and preserve all its Property which is material to be used in its business in good working order and condition, ordinary wear and tear excepted and shall make all necessary repairs thereto and renewals and replacements thereof in the Ordinary Course of Business.

4.6 Insurance. Each Borrower shall, and shall cause each of its Subsidiaries to, (a) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the Property and businesses of the Borrowers and such Subsidiaries as are customarily carried by businesses of the size and character of the business of the Borrowers and their Subsidiaries with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Borrowers) of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the size and character of the business of the Borrowers and acceptable to the Term Agent and (b) cause all such insurance relating to any Property or business of any Borrower to name the Term Agent as additional insured or lender’s loss payee as agent for the Term Lenders, as appropriate. All policies of insurance on real and personal Property of the Borrowers will contain an endorsement, in form and substance reasonably acceptable to the Term Agent, showing loss payable to the Term Agent naming the Term Agent as lender’s loss payee as agent for the Term Lenders and extra expense and business interruption endorsements. Such endorsement, or an independent instrument furnished to the Term Agent, will provide that the insurance companies will give the Term Agent at least thirty (30) days’ prior written notice before any such policy or policies of insurance shall be altered or canceled and that no act or default of the Borrowers or any other Person shall affect the right of the Term Agent to recover under such policy or policies of insurance in case of loss or damage. Each Borrower shall direct all present and future insurers under its “All Risk” policies of property insurance to pay all proceeds payable thereunder directly to the Term Agent; provided that each Borrower shall be permitted to replace, repair, restore or rebuild the Collateral subject to such Event of Loss in accordance with, and to the extent permitted under, Section 1.6(b). If any insurance proceeds are paid by check, draft or other instrument payable to any Borrower and the Term Agent jointly, during an Event of Default, the Term Agent may endorse such Borrower’s name thereon and do such other things as the Term Agent may deem advisable to reduce the same to cash. Notwithstanding the requirement in subsection (a) above, neither Federal Flood Insurance nor other flood insurance coverage shall be required for (x) Real Estate not located in a Special Flood Hazard Area or (y) Real Estate (I) that is not improved by any “buildings” (as defined under the National Flood Insurance Program), broadcasting towers or structures or other improvements or (II) with one or more “buildings” (as defined in the National Flood Insurance Program), broadcasting towers or structures or other improvements that is located in a Special Flood Hazard Area but in a community that does not participate in the National Flood Insurance Program. On or before the date that is thirty (30) days after the Closing Date (or such later date as the Term Agent may agree), the Borrowers shall provide to the Term Agent customary certificates and endorsements naming the Term Agent as an additional insured or lender’s loss payee, as the case may be, with respect to the insurance policies of the Borrowers in accordance with the requirements set forth above, in each case, in form and substance reasonably satisfactory to the Term Agent.

4.7 Performance of Obligations. Each Borrower shall pay, and shall cause each of its Subsidiaries to, discharge and perform as the same shall become due and payable or required to be performed, the following obligations and liabilities (subject, in each case, to any applicable cure or grace period):

(a) all material tax liabilities, assessments and governmental charges or levies upon it or its Property, unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the filing or enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person;

(b) all lawful claims which, if unpaid, would by law become a Lien (other than a Permitted Lien) upon its Property unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person;

(c) subject to Section 5.10, all Indebtedness having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $1,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise);

(d) the performance of all obligations under (i) any Specified Agreement in all material respects, (ii) any Material Contract or (iii) any other Contractual Obligation to which such Borrower or Subsidiary is bound, or to which it or any of its Property is subject, except in the case of clauses (ii) and (iii) where the failure to perform under this Section 4.7(d) would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(e) payments to the extent necessary to avoid the imposition of a Lien with respect to, or the involuntary termination of any underfunded Benefit Plan.

4.8 Compliance with Laws. Each Borrower shall, and shall cause each of its Subsidiaries to, comply with all Requirements of Law of any Governmental Authority (including the Communications Act) having jurisdiction over it or its business, except where the failure to comply would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Borrower shall, and shall cause each of its Subsidiaries to obtain and maintain in full force and effect, all licenses, permits, franchises and approvals (including all FCC Licenses) necessary to own, acquire or dispose (as applicable) of their respective Property, to conduct their respective business or to comply with construction, operating and reporting requirements of the FCC or any other Governmental Authority, except (other than in the case of Material FCC Licenses) where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

4.9 Inspection of Property and Books and Records; Field Exams; Appraisals.

(a) Each Borrower shall maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Person. Each Borrower shall, and shall cause each of its Subsidiaries to, during normal business hours and upon reasonable advance notice to the Borrower Representative (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Term Agent shall have access at any and all times during the continuance thereof), provide access to its properties, books and records to the Term Agent and its Related Persons and shall reasonably cooperate with the Term Agent and any of its Related Persons in connection with any review or analysis of any such Person’s business, financial condition, assets, the budget provided pursuant to Section 4.2(f) and results of operations. Each Borrower hereby authorizes the Term Agent to discuss with such Borrower’s and its Subsidiaries’ officers and independent accountants such Person’s business, financial condition, assets, prospects, and results of operation (including, without limitation, in connection with the Term Agent’s review and analysis of compliance with financial covenants); provided, that so long as no Event of Default has occurred and is continuing, (x) the Borrower Representative shall be afforded a reasonable opportunity to be a party to any such conversations and (y) the Term Agent’s requests for information and discussions with particular personnel shall be processed through the chief financial officer of the Borrower Representative. Without limiting the generality of the foregoing, the Borrower Representative shall make a Responsible Officer of the Borrower Representative and the other Loan Parties available for a telephonic meeting (at such time as may be agreed between the Borrower Representative and the Term Agent) with the Term Agent and Term Lenders upon the reasonable request of the Term Agent or the Required Lenders, and in any event, not less than once during each Fiscal Quarter.

(b) Each Borrower shall, and shall cause each of its Subsidiaries to, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Term Agent shall have access at any and all times during the continuance thereof) (i) provide access to such property to the Term Agent and any of its Related Persons, as frequently as the Term Agent determines to be appropriate; and (ii) permit the Term Agent and any of its Related Persons to conduct field examinations, audit, inspect and make extracts and copies (or take originals if reasonably necessary) from all of such Borrower’s books and records, and appraise and evaluate and make physical verifications of the Collateral in any manner and through any medium that the Term Agent considers advisable, in each instance, at the Borrowers’ expense.

(c) Notwithstanding the foregoing or anything else contained in this Agreement, in any Fiscal Year, the Borrowers shall not be required to pay for more than (w) one (1) field examination with respect to the Loan Parties, (x) one (1) field examination with respect to the Estrella Entities, (y) two (2) Acceptable Appraisals in respect of FCC Licenses held by any Loan Party and (z) two (2) Acceptable Appraisals in respect of Optioned Licenses to determine Specified Option Value, unless an Event of Default has occurred and is continuing, in which case, such limitation shall not apply.

4.10 Use of Proceeds. The Borrowers shall use the proceeds of the Initial Term Loan solely to fund the purchase price, fees and expenses associated with the consummation of the transactions contemplated hereby to occur on the Closing Date and shall use the proceeds of each Delayed Draw Term Loan for general working capital purposes. Additionally, Borrowers shall not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (A) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of such funding, is, or whose government is, the subject of sanctions pursuant to any Anti-Terrorism Laws, (B) in any other manner that would result in a violation of sanctions under any Anti-Terrorism Laws by any Person (including any Person participating in the Loans, whether as underwriter, advisor, investor, or otherwise), or (C) in any manner which would violate Anti-Corruption Laws or applicable Sanctions.

4.11 Cash Management Systems.

(a) The Borrowers shall, and shall cause each of their Subsidiaries to, maintain cash management systems reasonably satisfactory to the Term Agent and shall notify their accounts debtors to make payment of amounts due to the Loan Parties directly into a Control Account. Other than with respect to the Control Account described in Section 2.1(v), each Borrower shall, no later than the date that is thirty (30) days after the Closing Date (or such later date as the Term Agent may determine in its sole discretion) enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements providing for “springing” cash dominion with respect to each Control Account (including, without limitation, all lockbox or similar arrangements) maintained by such Borrower.

(b) Each Control Agreement shall provide, among other things, that (i) the depository, securities intermediary or commodities intermediary executing such agreement has no rights of setoff or recoupment or any other claim against such account, other than for payment of its service fees and other charges directly related to the administration of such account and for returned checks or other items of payment (except as the Term Agent may otherwise agree in writing), and (ii) from and after the receipt of a notice (an “Activation Notice”) from the Term Agent (which Activation Notice may be furnished only during the continuance of an Event of Default), without any further action or consent by any Borrower, the applicable depository institution, securities intermediary and commodities intermediary shall comply solely with the instructions of the Term Agent with respect to the disposition and transfer of assets from the applicable account. Each Borrower agrees that it will, and, after the occurrence and during the continuation of an Event of Default, will cooperate with the Term Agent in all respects with respect to the Term Agent’s direction of funds from Control Accounts.

(c) The Borrowers may amend Schedule 3.22 to add or replace any deposit account or other account; provided, that with respect to any additional or replacement Control Account, securities account, or commodities account, except as the Term Agent may otherwise agree in writing, prior to the time of the opening of such account, the applicable Borrower and the applicable depository, securities intermediary or commodities intermediary shall have executed and delivered to the Term Agent a Control Agreement.

4.12 Landlord and Bailee Agreements. Promptly upon request by the Term Agent, each Borrower shall (i) obtain a Landlord Waiver or bailee or mortgagee waivers, as applicable, from the lessor of each property leased from an Affiliate or use commercially reasonable efforts to obtain from lessor’s mortgagee, as applicable and (ii) use commercially reasonable efforts to obtain a Landlord Waiver or bailee or mortgagee waivers, as applicable, from the lessor (other than Affiliates) of each leased property, bailee in possession of any Collateral or mortgagee of any owned property with respect to each location where any Collateral is stored or located, which agreement shall be reasonably satisfactory in form and substance to the Term Agent; provided, that the Borrowers shall not be required to obtain Landlord Waivers or bailee or mortgagee waivers, as applicable, for locations (x) which hold Collateral with an aggregate value less than $500,000 or (y) where the Term Agent has received a collateral assignment from the applicable landlord in respect of such leased property.

4.13 Further Assurances.

(a) Each Borrower shall ensure that all certificates, exhibits, reports and other written information furnished to the Term Agent or the Term Lenders do not and will not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which made, and will promptly disclose to the Term Agent and the Term Lenders and correct any defect or error that may be discovered therein or in any Loan Document or in the execution, acknowledgement or recordation thereof.

(b) Promptly upon request by the Term Agent, the Borrowers shall (and, subject to the limitations hereinafter set forth, shall cause each of their Subsidiaries to) take such additional actions and execute such documents as the Term Agent may reasonably require from time to time in order to (i) carry out more effectively the purposes of this Agreement or any other Loan Document, (ii) subject to the Liens created by any of the Collateral Documents any of the Property, rights or interests covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby, and (iv) better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document. Without limiting the generality of the foregoing and except as otherwise approved in writing by the Required Lenders, the Borrowers shall immediately notify the Term Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause such Person to (x) become a Borrower hereunder or a Guarantor and to cause each such Person to grant to the Term Agent, for the benefit of the Secured Parties, a security interest in, subject to the limitations hereinafter set forth, all of such Person’s Property and (y) deliver to the Term Agent (A) a joinder to this Agreement in the form of Exhibit D or a joinder to the Guaranty Agreement, (B) a Perfection Certificate Supplement with respect to such Person whether as a Borrower or as a Guarantor and (C) a joinder to all applicable Collateral Documents then in existence, in each case as specified by, and in form and substance reasonably satisfactory to, the Term Agent, securing payment of all the Obligations of such new Loan Party under the Loan Documents, accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to, the Term Agent and its counsel. Furthermore, and except as otherwise approved in writing by the Required Lenders, each Loan Party shall pledge all of the Stock and Stock Equivalents of each of its direct and indirect Subsidiaries, in each instance, to the Term Agent, for the benefit of the Secured Parties, to secure the Obligations. In connection with each pledge of Stock and Stock Equivalents, the Borrowers shall deliver, or cause to be delivered, to Term Agent, Stock certificates and irrevocable proxies and Stock powers and/or assignments, as applicable, duly executed in blank. In the event any Borrower acquires any owned Real Estate with a fair market value in excess of $500,000, as reasonably estimated by Borrower, such Borrower shall (i) promptly notify the Term Agent of same, and (ii) at the request of the Term Agent, execute and/or deliver, or cause to be executed and/or delivered, to the Term Agent, a fully executed Mortgage with respect to such Real Estate and such other documentation and materials related thereto as the Term Agent may reasonably request in connection therewith to the extent required for the purpose of perfecting the Lien of its Mortgage thereon, which may include, if reasonably requested by the Term Agent, title insurance policies, surveys, customary opinions and environmental assessments. Borrowers shall cause any such Mortgage to be recorded, at Borrower’s sole cost and expense, in the applicable local land records. In addition, the Borrowers shall satisfy the Federal Flood Insurance requirements of Section 4.6.

(c) Notwithstanding anything to the contrary contained herein, each Subsidiary of each Borrower that is an obligor for any Subordinated Indebtedness shall be a Borrower under the Loan Documents.

4.14 Environmental Matters. Each Borrower shall comply, and shall cause each of its Subsidiaries to comply with, and maintain its Real Estate, whether owned, leased, or subleased by such Borrower or Subsidiary, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance) or that is required by orders and directives of any Governmental Authority pursuant to applicable Environmental Laws, in each case, except where the failure to comply would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. Without limiting the foregoing, if an Event of Default is continuing, then each Borrower shall, promptly upon receipt of reasonable written request from the Term Agent, cause the performance of such environmental audits and assessments, solely to the extent necessary to determine violations of Environmental Law or Environmental Liabilities with respect to Hazardous Materials at the Real Estate that is owned by any Borrower or Subsidiary, including subsurface sampling of soil and groundwater if reasonably recommended by a reputable environmental consultant in order to make such determination, and cause preparation of such reports, in each case, as the Term Agent may from time to time reasonably request during the continuation of the Event of Default. If Borrower shall fail to cause the performance of such audits and assessments within a reasonable period of time after receipt of such written request, then Borrower shall provide Term Agent and its Related Persons access (at reasonable times subject to reasonable prior written notice and the rights of any tenants under leases) to such Real Estate for the purpose of conducting such audits and assessments. Such audits and assessments shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Term Agent and shall be in form and substance reasonably acceptable to the Term Agent.

4.15 Leases. Each Borrower shall, and shall cause each Subsidiary to, make all payments and otherwise perform all obligations in respect of all leases of Real Estate and warehouse facilities where any material Collateral is located, keep such leases in full force and effect and not allow such leases to lapse or be terminated, notify the Term Agent of any default by any party with respect to such leases and cooperate with the Term Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so, except, in any case, (i) for those amounts contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the Borrowers in accordance with GAAP, (ii) for any lease not related to a main Station or otherwise not material to the business of the Loan Parties, that is terminated at its stated termination date or is terminated prior to its stated termination date by mutual agreement between the lessor and the applicable Loan Party, in each case, so long as any material Collateral has been removed from such location, or (iii) to the extent the failure to do so would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

4.16 Senior Ranking. The Indebtedness under any Subordinated Indebtedness Documents shall, and Borrowers shall take all necessary action to ensure that the Indebtedness thereunder shall, at all times, be subordinated in right of payment to the Obligations, subject to any terms and conditions that the Term Agent may agree to in its sole discretion in any Subordination Agreement.

4.17 Foreign Pension Plans and Benefit Plans. None of the Borrowers or any of their Subsidiaries shall hereafter adopt, implement, or contribute to any Foreign Pension Plan or Foreign Benefit Plan without the Term Agent’s prior written consent.

4.18 FCC License Subsidiaries. Each FCC License Holder shall be a Loan Party. All of the Stock and evidence of Indebtedness (including all agreements relating thereto) of an FCC License Holder owed to MediaCo or another Loan Party shall be pledged as Collateral to secure the Obligations.

4.19 Post-Closing Obligations. Each Borrower shall, and shall cause its Subsidiaries to, deliver to the Term Agent all documents and/or information in the time periods set forth on Schedule 4.18 (or such later date as may be agreed by the Term Agent which may be by e-mail).

ARTICLE V.

NEGATIVE COVENANTS

Each Loan Party covenants and agrees that, so long as the Term Loan or any other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:

5.1 Limitation on Liens. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, directly or indirectly, grant, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”):

(a) any Lien existing on the Property of a Borrower or a Subsidiary on the Closing Date and set forth in Schedule 5.1;

(b) any Lien created under any Loan Document;

(d) Liens on fixed or capital assets acquired, constructed or improved by a Borrower or a Subsidiary; provided that (i) such Liens secure only Indebtedness permitted by Section 5.5(d), (ii) such Liens and the Indebtedness secured thereby are incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such Liens shall not encumber any other Property of such Borrower or Subsidiary or any other Borrower or Subsidiary;

(e) Liens on cash or Cash Equivalents posted to cash collateralize (x) letters of credit issued in the ordinary course of business pursuant to Section 5.5(l)(x) in an aggregate amount not to exceed 105% of the face amount of the letters of credit outstanding (any such cash collateral, the “LC Cash Collateral”) and (y) obligations with respect to Indebtedness incurred under Section 5.5(l)(y);

(f) to the extent constituting Liens:

(x) non-exclusive licenses and sublicenses of Intellectual Property of a Loan Party or any of its Subsidiaries (in each case as the lessor) in the ordinary course of business (including with respect to terms regarding pricing, duration, and renewal and otherwise on terms and conditions customary for agreements of such nature) so long as each such individual licensing transaction is on terms substantially as favorable to a Loan Party or such Subsidiary as would be obtainable by such Loan Party or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate (but without giving effect to any other transactions with such licensee party to such transaction or any of such licensee’s Affiliates); and

(y) exclusive licenses and sublicenses of Intellectual Property of a Loan Party or any of its Subsidiaries (in each case as the lessor) in the ordinary course of business (including with respect to terms regarding pricing, cash consideration, exclusivity, duration, and renewal and otherwise on terms and conditions customary for agreements of such nature) or consistent with industry norms with a Person other than an Affiliate; provided that (A) such exclusivity is limited in scope by geography or field of use and (B) such license or arrangement does not (i) adversely interfere with the ordinary course of business of the Borrower or any of its Subsidiaries in any material respect or (ii) materially and adversely impact the value of the Collateral (taken as a whole) or the value of the security interest granted in the Loan Documents (taken as a whole); provided further, that exclusive perpetual or exclusive (for three years or longer, including any automatic extensions or extensions within the control of the counterparty) non-royalty bearing or perpetual non-royalty bearing (for clarity for purposes hereof, “non-royalty bearing” shall include licenses with only an upfront royalty payment or pursuant to which substantially all of the royalty payments are represented by an upfront royalty payment) licenses shall not be permitted pursuant to this clause (y).

(g) in the case of Leases of Real Estate, (i) any Lien to which the underlying fee or any other interest in the leased premises (or the land on which or the building in which the leased premises may be located) is subject, including rights of the landlord under the lease and all superior, underlying and ground leases and renewals, extensions, amendments or substitutions thereof, (ii) any statutory Lien in favor of landlords securing rental obligations under leases, and (iii) the terms of any Real Estate leases;

(h) leases, licenses and sub-licenses of broadcast tower space, broadcast subchannel to the extent allowed by law, broadcast spectrum (except main station licenses and to the extent allowed by law), real estate or similar assets entered into in the Ordinary Course of Business that do not secure Indebtedness and which do not interfere in any material respect with the business of any Borrower or a Subsidiary of the Borrower;

(i) Customary Permitted Encumbrances; and

(j) Other Liens securing obligations in an amount not to exceed $200,000 at any time outstanding;

5.2 Disposition of Assets. Without the prior written consent of the Term Agent, no Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, sell, lease, convey or otherwise dispose of (whether in one transaction or in a series of transactions) of any Property (including the Stock or Stock Equivalents of any Subsidiary of any Borrower, whether in a public or a private offering or otherwise, and accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”), except:

(a) Dispositions of Inventory, leases of broadcast subchannels, broadcast tower space and broadcast spectrum, excluding FCC Licenses, in the Ordinary Course of Business;

(b) to the extent constituting Dispositions, licensing of Intellectual Property expressly permitted under Section 5.1(f);

(d) Dispositions of Property by any Loan Party to another Loan Party;

(e) Subject to Section 1.7, Dispositions of Property (other than FCC Licenses, material Intellectual Property or any Property or asset that is necessary to operate any Station not otherwise permitted under this Section 5.2) in an amount up to $2,000,000 in the aggregate in any Fiscal Year and no more than $5,000,000 in the aggregate during the term of this Agreement so long as no Event of Default then exists or would arise therefrom and the Borrowers are in compliance with the financial covenants set forth in Section 5.22, measured as of the last day of the Applicable Reference Period at such time (but with Liquidity measured as of the date of, and immediately after giving effect to, such Disposition) and determined on a pro forma basis as if such Disposition had occurred on the first day of such Applicable Reference Period;

(f) Dispositions that constitute Investments permitted pursuant to Section 5.4; and

(g) so long as applied in accordance with Section 1.7(b), Dispositions resulting from casualty or condemnation proceedings.

For the avoidance of doubt, in no event may an FCC License Holder Dispose of an FCC License (except where replaced by a renewed or modified main Station license for such station).

5.3 Consolidations and Mergers. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, merge or consolidate with or into any Person; dissolve or liquidate; or sell, lease, convey or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to or in favor of any Person (including by an allocation of assets among newly divided limited liability companies pursuant to a “plan of division”); except that, upon not less than five (5) Business Days’ prior written notice to the Term Agent, (i) any Loan Party (other than MediaCo) may merge or consolidate with or into another Loan Party and (ii) any Subsidiary that is not a Loan Party may merge or consolidate with or into another Subsidiary that is not a Loan Party; provided that for any merger or consolidation involving a Loan Party, a Loan Party shall be the surviving entity and all actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of the Term Agent shall have been completed.

5.4 Acquisitions; Loans and Investments. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to make, permit to remain outstanding, or hold any Investments, except:

(a) Investments in cash and Cash Equivalents;

(b) the Investments existing on the Closing Date and set forth in Schedule 5.4;

(d) Investments acquired in connection with the settlement of delinquent accounts receivable in the Ordinary Course of Business or in connection with the bankruptcy or reorganization of suppliers or customers;

(e) Investments consisting of the redemption of Stock and Stock Equivalents of MediaCo permitted by Section 5.10(f);

(f) the Estrella Acquisition;

(g) Investments in Loan Parties;

(h) non-cash Investments in connection with the Option Agreement; and

(i) Other Investments not otherwise permitted by this Section 5.4, in an amount not to exceed $500,000 in the aggregate in any Fiscal Year.

5.5 Limitation on Indebtedness. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except for the following (“Permitted Indebtedness”):

(a) the Obligations;

(b) Indebtedness consisting of Contingent Obligations described in clause (j) of the definition of Indebtedness and permitted pursuant to Section 5.8;

(d) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and Permitted Refinancings thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 5.5(d) shall not exceed $200,000 at any time outstanding;

(e) intercompany Indebtedness of any Loan Party to any other Loan Party; provided that any of the foregoing intercompany Indebtedness shall be pledged to the Term Agent pursuant to the Security Agreement to the extent required thereunder;

(f) Indebtedness owed to any Person providing, or financing the provision of, workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the Ordinary Course of Business;

(g) Indebtedness under the Second Lien Term Loan Agreement, subject to the Intercreditor Agreement;

(h) any other unsecured Indebtedness of any Subsidiary of MediaCo on terms and conditions satisfactory to the Term Agent, in an aggregate outstanding amount not to exceed $5,000,000;

(i) to the extent constituting Indebtedness, obligations under the Preferred Stock Articles;

(j) [Reserved];

(k) [Reserved]; and

(l) (x) Indebtedness or reimbursement obligations in respect of letters of credit in the ordinary course of business in an amount not to exceed $1,000,000 and (y) Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”) in an amount not to exceed $100,000;

5.6 Employee Loans and Transactions with Affiliates. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, enter into any transaction with any Affiliate of a Borrower or of any such Subsidiary, except:

(a) as expressly permitted by this Agreement;

(b) in the Ordinary Course of Business and pursuant to the reasonable requirements of the business of such Borrower or such Subsidiary upon fair and reasonable terms no less favorable to such Borrower or such Subsidiary than would be obtained in a comparable arm’s-length transaction with a Person not an Affiliate of a Borrower or such Subsidiary;

(c) loans or advances made by a Borrower or a Subsidiary to its directors, officers and employees on an arm’s-length basis in the Ordinary Course of Business for reasonable travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $200,000 in the aggregate at any time outstanding for all such loans and advances;

(d) transactions between or among Loan Parties that are permitted hereunder;

(e) intercompany Indebtedness permitted under Section 5.5(e);

(f) Restricted Payments permitted by Section 5.10;

(g) transactions permitted by Section 5.3 and Section 5.4;

(h) transactions under the Estrella Transaction Documents (in each case as in effect on the Closing Date, or as otherwise permitted to be amended in accordance with the Loan Documents); and

(i) transactions existing on the Closing Date and set forth in Schedule 5.6.

5.7 Margin Stock; Use of Proceeds. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, use any portion of the Term Loan proceeds, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness of any Borrower or others incurred to purchase or carry Margin Stock, or otherwise in any manner which is in contravention of any Requirements of Law (including, but not limited to, Anti-Corruption Laws, Anti-Terrorism Laws or Sanctions) or in violation of this Agreement.

5.8 Contingent Obligations. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Obligations and except for:

(a) endorsements for collection or deposit in the Ordinary Course of Business;

(b) guaranties of Indebtedness of any Borrower that is permitted by Section 5.5; provided that if such Indebtedness is subordinated to the Obligations, such guaranty shall be subordinated to the same extent;

(c) Contingent Obligations of the Borrowers and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.8, including extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose more restrictive or adverse terms on the Borrowers, or their respective Subsidiaries as compared to the terms of the Contingent Obligation being renewed or extended and are not less favorable to the Term Agent and Term Lenders and

(d) guaranties of Contingent Obligations of the Borrowers and their Subsidiaries permitted under this Agreement.

5.9 Compliance with ERISA. No ERISA Affiliate shall cause or suffer to exist (a) any event that would reasonably be expected to result in the imposition of a Lien on any asset of a Borrower or a Subsidiary of a Borrower with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would, in the aggregate, result in Liabilities in excess of the Threshold Amount.

5.10 Restricted Payments. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any Stock or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding, (iii) pay any principal of, or any interest, fees, or other amounts payable in respect of, any Subordinated Indebtedness in cash, (iv) pay any management, consulting, advisory or similar fees to any of its equity holders or Affiliates or to any officer, director or employee of any of its equity holders or Affiliates, or (v) set aside funds for any of the foregoing (the items described in clauses (i) through (v) above are referred to as “Restricted Payments”); except that:

(a) Any Loan Party or Subsidiary of a Loan Party may declare and make cash or non-cash dividends and other distributions to a Loan Party;

(b) the Borrower Representative may repay the Emmis Subordinated Note as in effect on the date hereof in full in cash upon the maturity date thereof;

(c) any person may make noncash repurchases of Equity Interests deemed to occur upon exercise of stock options, warrants or other securities convertible or exchangeable for Equity Interests (that are not Disqualified Equity Interests) if such Equity Interests represent the exercise, conversion or exchange price thereof;

(d) MediaCo may declare and pay dividends with respect to its Equity Interests payable solely in Stock and Stock Equivalents (x) to the extent not constituting a Change in Control, (y) to the extent constituting Disqualified Equity Interests, solely in the form of preferred Stock in accordance with the Preferred Stock Articles or (z) to the extent contemplated by the Option Agreement;

(e) the Borrower Representative may make regularly scheduled principal and interest payments in cash with respect to the Second Lien Term Loan Agreement, so long as the Cash Payment Conditions are satisfied; provided that, if the Cash Payment Conditions are not satisfied, the Borrower Representative shall only be permitted to make payments in kind in respect of the Indebtedness under Second Lien Term Loan Agreement;

(f) MediaCo may redeem Stock or Stock Equivalents of MediaCo held by employees of the Borrowers and their Subsidiaries in connection with any management or employee option or Benefit Plan, in an aggregate amount not to exceed $3,000,000 in any Fiscal Year so long as no Event of Default has occurred and is continuing or would result therefrom and pro forma Liquidity after giving effect to such Restricted Payment is not less than $2,500,000;

(g) any Borrower or Subsidiary may pay reasonable compensation to its officers and employees for actual services rendered to such Borrower or Subsidiary in the Ordinary Course of Business;

(h) any Borrower or Subsidiary may pay reasonable directors’ fees to its directors and reimburse such directors for their actual out-of-pocket expenses incurred in connection with attending board of director meetings in the Ordinary Course of Business;

(i) any Borrower or Subsidiary may make cash payments to MediaCo (and MediaCo may pay to any direct or indirect parent company) to be used (i) for customary director indemnification payments to the directors of such Person, (ii) for financial, other reporting and similar customary administrative or overhead costs and expenses of such Person, and (iii) to permit MediaCo (or any direct or indirect parent company) to pay in the event such Borrower and/or Subsidiary files a consolidated, combined, unitary or similar type tax return with MediaCo (or any direct or indirect parent company), federal and state and local income Taxes then due and payable pursuant to those Tax Returns to the extent such Taxes are attributable to such Borrowers and its relevant Subsidiaries, provided that the amount of such payments under clause (iii) shall not, in the aggregate, be greater than the amount of such taxes that would have been due and payable by such Borrower and its relevant Subsidiaries in respect of the relevant tax year had such Borrower and its relevant Subsidiaries filed a consolidated, combined, unitary or similar type return with such Borrower as the consolidated parent (reduced by any such Taxes paid directly by any Borrower or Subsidiaries to the relevant taxing authority for such tax year); and 5.14 Amendments to Certain Indebtedness Documents.

(j) MediaCo may redeem Stock or Stock Equivalents of MediaCo held by any Alien (as defined in the Organizational Documents of MediaCo) to the extent required by, and in accordance with, the provisions of such Organizational Documents to ensure compliance with applicable FCC regulations relating to such holdings.

5.11 Change in Business. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, engage in any business other than businesses of the type conducted by such Borrower such Subsidiary on the Closing Date, and businesses reasonably related or complementary thereto. Furthermore, no Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, engage in any business or operations outside the United States without the prior written consent of the Term Agent.

5.12 Change in Structure; Foreign Subsidiaries. Except as expressly permitted under Section 5.3, no Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, make any changes in its equity capital structure, issue any Stock or Stock Equivalents (other than with respect to a Borrower) or amend any of its Organization Documents, in each case, in any respect materially adverse to the Term Agent or the Term Lenders. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, create, form or acquire any Foreign Subsidiaries without the Term Agent’s prior written consent.

5.13 Changes in Accounting, Name or Jurisdiction of Organization. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, (i) make any significant change in accounting treatment or reporting practices, except as required by GAAP, (ii) change the Fiscal Year or method for determining Fiscal Quarters or Fiscal Months of any Borrower or of any Consolidated Subsidiary of any Borrower, (iii) change its name as it appears in official filings in its jurisdiction of organization or (iv) change its jurisdiction of organization or type of organization, in the case of clauses (ii), (iii) and (iv), without at least ten (10) days’ prior written notice to the Term Agent; provided, that no such notice shall be required with respect to the planned change of MediaCo’s Fiscal Year effective on or prior to December 31, 2024.

No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, amend or modify (a) any Subordinated Indebtedness Documents except as may otherwise be permitted under the applicable Subordination Agreement, (b) the Emmis Subordinated Note, (c) the Second Lien Term Loan Agreement except as may otherwise be permitted under the Intercreditor Agreement, or (d) the Preferred Stock Articles, in each case, without the prior written consent of the Term Agent.

5.15 No Burdensome Agreements. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, directly or indirectly, (a) create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Borrower or Subsidiary to pay dividends or make any other distribution on any of such Borrower’s or Subsidiary’s Stock or Stock Equivalents or to pay fees, including management fees, or make other payments and distributions to any Borrower or any other Borrower, or to make loans or advances to any Borrower, or to transfer any of the Property of such Subsidiary to any Borrower, or (b) enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Term Agent, whether now owned or hereafter acquired; provided that the foregoing in this Section 5.15 shall not apply to restrictions and conditions (i) imposed by Requirements of Law, (ii) imposed by the Loan Documents, the Second Lien Loan Documents or the Preferred Stock Articles, (iii) that are customary restrictions and conditions contained in agreements relating to the sale of assets or of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted by the terms of this Agreement, (iv) with respect to clause (b), imposed by any agreement relating to secured Indebtedness (including Capital Lease Obligations) permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) with respect to clause (b), that are customary provisions in leases restricting the assignment thereof.

5.16 OFAC; Patriot Act. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, fail to comply with the laws, regulations and executive orders referred to in Sections 3.27 and 3.28.

5.17 Sale-Leasebacks. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, engage in a sale leaseback, synthetic lease or similar transaction involving any of its assets.

5.18 Hazardous Materials. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, cause or suffer to exist any Release of any Hazardous Material at or from any Real Estate that would (a) violate any Environmental Law or (b) form the basis for any Environmental Liabilities, that in each case of (a) and (b) would have a Material Adverse Effect.

5.19 Guaranty Under Material Indebtedness Agreement. No Subsidiary of any Borrower shall be or become a primary obligor or guarantor of the Indebtedness incurred pursuant to any Material Indebtedness Agreement unless such Subsidiary shall also be a Borrower under this Agreement prior to or concurrently therewith.

5.20 Limitations on Business Activities of any FCC License Holder. No FCC License Holder may (a) engage in any material business activities other than (w) in connection with, incidental to, or in support of, the acquisition and use of such licenses or its role as licensee, (x) the holding of the FCC Licenses, (y) actions required to maintain such FCC Licenses in full force and effect, and (z) actions required to maintain its separate corporate, limited liability company, partnership or other legal existence or to perform its obligations under any of the Loan Documents (including the Option Agreement) (the “Permitted Activities”) or (b) incur Indebtedness owed to any party other than MediaCo or another Loan Party (other than Indebtedness owed to the FCC and incurred in connection with, incidental to, or in support of the Permitted Activities) or issue Stock, other than in favor of or to MediaCo or a Loan Party, in the case of (a) and (b) other than as required by applicable law, rule or regulation; provided that any FCC License Holder may guarantee any Indebtedness (including any Obligations) of MediaCo or its Subsidiaries permitted to be incurred hereunder; provided, however, that such guarantee, by its terms or by the terms of any agreement or instrument pursuant to which such guarantee is outstanding, is subordinated in right of payment to payment of the Obligations on terms and conditions satisfactory to the Term Agent.

5.21 [Reserved].

5.22 Financial Covenants.

(a) Minimum Liquidity. The Loan Parties shall not permit Liquidity, at any time, to be less than $1,000,000.

(b) Minimum Borrowing Base. The Loan Parties shall not permit Eligible Accounts to represent less than $8,500,000 of the Borrowing Base as of any date of determination.

(i) The Loan Parties shall not permit the Television Cash Flow for (x) the Fiscal Quarter ended June 30, 2024, (y) the two (2) Fiscal Quarter period ending September 30, 2024, or (z) the three (3) Fiscal Quarter period ending December 31, 2024, to be less than $(6,000,000), in each case measured as of the last day of each Fiscal Quarter.

(ii) Commencing with the Fiscal Quarter ending March 31, 2025, the Loan Parties shall not permit the Television Cashflow measured for the periods set forth below, to be less than the amount set forth opposite thereto in the following table for any four (4) Fiscal Quarter period, in each case measured as of the last day of each Fiscal Quarter:

Period	Television Cash Flow
March 31, 2025	$(5,000,000)

June 30, 2025	$(4,000,000)

September 30, 2025	$(3,000,000)

December 31, 2025	$(3,000,000)

March 31, 2026, and each Fiscal Quarter thereafter until the Fiscal Quarter ending December 31, 2026	$0

March 31, 2027, and each Fiscal Quarter thereafter until the Fiscal Quarter ending December 31, 2027	$250,000

March 31, 2028, and each Fiscal Quarter thereafter	$500,000

(d) Audio Adjusted EBITDA. The Loan Parties, shall not permit, as of the end of each Fiscal Quarter, Audio Adjusted EBITDA, measured for the periods set forth below, to be less than the amount set forth opposite thereto in the following table:

Period	Minimum LTM EBITDA
June 30, 2024	$12,600,000

September 30, 2024	$13,500,000

December 31, 2024	$14,500,000

March 31, 2025	$14,500,000

June 30, 2025	$14,500,000

September 30, 2025	$14,500,000

December 31, 2025	$15,500,000

March 31, 2026	$15,500,000

June 30, 2026	$15,500,000

September 30, 2026	$15,500,000

December 31, 2026	$17,800,000

March 31, 2027	$17,800,000

June 30, 2027	$17,800,000

September 30, 2027	$17,800,000

December 31, 2027	$18,800,000

March 31, 2028	$18,800,000

June 30, 2028	$18,800,000

September 30, 2028	$18,800,000

December 31, 2028, and each Fiscal Quarter thereafter	$21,500,000

5.23 Cure Right. In the event that Loan Parties fail to comply with the financial covenants contained in Section 5.22(c) or (d) (a “Financial Covenant Default”), the Borrower Representative shall have the right to cure such Event of Default on the following terms and conditions (the “Equity Cure Right”):

(a) Cure Notice. In the event the Borrower Representative desires to cure a Financial Covenant Default, the Borrower Representative shall deliver to the Term Agent irrevocable written notice of its intent to cure (a “Cure Notice”) no later than one (1) Business Day after the date on which financial statements and a Compliance Certificate as of and for the period ending on the last day of the Fiscal Quarter as of which such Financial Covenant Default occurred (the “Testing Date”) are required to be delivered; provided, however, that in no event shall the Borrower Representative be permitted to exercise Equity Cure Rights hereunder (x) more than four (4) times during the term of this Agreement or (y) more than two (2) times during any four (4) consecutive Fiscal Quarters. For the avoidance of doubt, to the extent that the Borrower Representative exercises the Equity Cure Right, no Loan Party or Subsidiary thereof shall be permitted to make cash payments in respect of the Second Lien Term Loan Agreement or to incur any new Indebtedness, and/or to make any Restricted Payments pursuant to Sections 5.10(e) or (f) or Investments pursuant to Section 5.4(i) for the subsequent twelve (12) calendar months.

(b) Equity Cure Securities. In the event the Borrower Representative delivers a Cure Notice, there shall be purchased on or after the Testing Date the common equity interests (or such other equity interests on terms reasonably acceptable to the Term Agent) of (or cash capital contributions on or after the Testing Date to) MediaCo, the proceeds of which are then contributed to the capital of any Borrower (“Equity Cure Securities”) for cash consideration in an amount equal to (but not greater than) the amount needed to cure the applicable Financial Covenant Default (the “Financial Covenant Cure Amount”) no later than five (5) Business Days after the date on which financial statements and a Compliance Certificate as of and for the period ending on the applicable Testing Date are required to be delivered (the “Required Contribution Date”). Such Financial Covenant Cure Amount received by Borrower Representative shall be included in the calculation of Consolidated EBITDA solely for the purposes of determining compliance with the financial covenant in Section 5.22 at the end of the Fiscal Quarter in which such Financial Covenant Default occurred and any subsequent period that includes such Fiscal Quarter but shall be disregarded for purposes of the calculation of Consolidated EBITDA for all other purposes. To the extent any of the Net Proceeds of any Equity Cure Securities shall be used by any Borrower to prepay Term Loans, the portion of the Term Loans that is so prepaid will not be taken into account for purposes of determining actual compliance with the financial covenant in Section 5.22 for the Fiscal Quarter with respect to which the Financial Covenant Cure Amount is made. Net Proceeds of any Equity Cure Securities shall not be taken into account for cash netting purposes for the Fiscal Quarter with respect to which the Financial Covenant Cure Amount is made.

(c) Cure. Upon timely receipt by Borrower Representative in cash of the Financial Covenant Cure Amount, the Financial Covenant Default (and any Default or Event of Default resulting solely therefrom) shall be deemed cured and shall no longer be deemed to exist.

ARTICLE VI.

EVENTS OF DEFAULT

6.1 Events of Default.

Any of the following shall constitute an “Event of Default”:

(a) Non-Payment. Any Borrower fails (i) to pay when and as required to be paid herein, any amount of principal of the Term Loan, including after maturity, or (ii) to pay within three (3) Business Days after the same shall become due, any interest on the Term Loan, any fee or any other amount payable hereunder or pursuant to any other Loan Document;

(b) Representation or Warranty. Any representation, warranty or certification by or on behalf of any Borrower or any of its Subsidiaries made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial statement or other statement by any such Person, or their respective Responsible Officers, furnished at any time under this Agreement, or in or under any other Loan Document, shall prove to have been incorrect in any material respect when made (without duplication of other materiality qualifiers contained therein);

(c) Specific Defaults. Any Borrower fails to perform or observe any term, covenant or agreement contained in any of (i) Section 4.1, 4.2, 4.3(a), 4.3(l), 4.4(a) and (b) (with respect to any Loan Party), 4.6, 4.10, 4.11, 4.16, 4.18 or Article V or (ii) Section 4.9 and in the case of this clause (ii), such default shall continue unremedied for a period of five (5) Business Days;

(d) Other Defaults. Any Borrower or any Subsidiary of any Borrower fails to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document, and such default shall continue unremedied for a period of thirty (30) days;

(e) Cross-Default. Any Borrower or any Subsidiary of any Borrower (i) fails to make any payment in respect of any Indebtedness (other than the Obligations but including the Second Lien Term Loan Agreement and any applicable Subordinated Indebtedness) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any Indebtedness (other than the Obligations but including the Second Lien Term Loan Agreement and any applicable Subordinated Indebtedness) if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto), or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or any obligor under such agreements fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under such agreements if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto);

(f) Bankruptcy Event. A Bankruptcy Event shall have occurred with respect to any Borrower or any Subsidiary of any Borrower;

(g) Specified Option Event. The occurrence of a Specified Option Event under clause (a) of the definition thereof.

(h) Monetary Judgments. One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against any one or more of the Borrowers or any of their respective Subsidiaries involving in the aggregate a liability of more than the Threshold Amount (excluding amounts covered by insurance to the extent the relevant independent third party insurer has not denied coverage therefor), and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof;

(i) Non-Monetary Judgments. One or more non-monetary judgments, orders or decrees shall be rendered against any one or more of the Borrowers or any of their respective Subsidiaries which has or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and there shall be any period of ten (10) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect;

(j) Collateral. Any provision of any Loan Document (including, for the avoidance of doubt, the Option Agreement) shall for any reason cease to be valid and binding on or enforceable against any Borrower or any Subsidiary of any Borrower party thereto or any Borrower or any Subsidiary of any Borrower shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to be covered thereby or such security interest shall for any reason cease to be a perfected and first-priority security interest (subject only to Permitted Liens and, as to priority, only to Permitted Liens under Section 5.1(a) or (d) or that have priority under applicable law);

(k) Ownership. A Change in Control shall occur;

(l) Invalidity of Loan Documents. Any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Borrower or any other Person contests in any manner the validity or enforceability of any provision of any Loan Document or any Borrower denies that it has any or further liability or obligation under any provision of any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document;

(m) Invalidity of Intercreditor Agreement or Subordination Agreement. If (a) any of the Obligations for any reason shall cease to be “First Lien Indebtedness” (or any comparable term) under, and as defined in the Second Lien Term Loan Agreement, (b) Term Agent’s Liens securing the Obligations for any reason shall cease to be “Permitted Liens” (or any comparable term) under, and as defined in the Second Lien Term Loan Agreement, (c) prior to repayment in full of the Obligations, the Intercreditor Agreement shall, in whole or in material part, terminate, cease to be effective or cease to be legally valid, binding and enforceable in any material respect against the Second Lien Agent, any Second Lien Lender or any other holder of Second Lien Indebtedness or (d) prior to repayment in full of the Obligations, the provisions of any Subordination Agreement shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or any Person shall contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations, for any reason shall not have the priority contemplated by this Agreement or such subordination provisions, as applicable;

(n) Other Documents. Any “default” or “event of default” or other material breach shall occur and be continuing under the Option Agreement or any Network Affiliation Agreement;

(o) ERISA. (i) An ERISA Event occurs with respect to a Benefit Plan or any Multiemployer Plan which has resulted or would reasonably be expected to result in liability of any Borrower under Title IV of ERISA to such Benefit Plan or Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount or which could reasonably likely result in a Material Adverse Effect, or (ii) a Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount or which could reasonably likely result in a Material Adverse Effect;

(p) Material Contracts; (i) The loss, failure to keep in force, termination, suspension or revocation of, or forfeiture any of any Network Affiliation Agreement or the Option Agreement, unless, in the case of termination or loss of a Network Affiliation Agreement, such agreement is simultaneously replaced by an agreement of a type and on terms substantially similar to such agreement with the same Person (or another Person satisfactory to Term Agent in its Permitted Discretion) or except in accordance with the terms thereof following the exercise of the Option Agreement; (b) suffer any amendment or modification to any Network Affiliation Agreement or the Option Agreement if in any such case any such modification (individually or in the aggregate) could reasonably be expected to result in a Material Adverse Effect; or (c) lose, fail to keep in force, suffer the termination, suspension or revocation of, or terminate, forfeit, or suffer a material adverse amendment to any other Material Contract prior to its termination, unless (i) in the case of termination or loss of such Material Contract, such Material Contract is replaced by an agreement of a type and on terms substantially similar to such agreement with the same Person or an Affiliate thereof (or another Person satisfactory to Term Agent in its Permitted Discretion) within thirty (30) days of termination or loss, or (ii) such loss, termination, suspension, revocation, forfeiture or material adverse amendment could not reasonably be expected to result in a Material Adverse Effect;

(q) FCC Licenses. With respect to any Material FCC License, (i) the holder thereof shall lose, fail to keep in force, suffer the termination, suspension, materially adverse modification or revocation of, or terminate, or forfeit, any Material FCC License at any time held by it (other than any non-material auxiliary license); (ii) the holder thereof shall materially and adversely modify or amend any Material FCC License at any time held by it; (iii) any Governmental Authority shall commence a hearing on the renewal of any Material FCC License, and the result thereof is reasonably likely to be the termination, revocation, or suspension of such Material FCC License, and the same could reasonably be expected to result in a Material Adverse Effect; (iv) any Governmental Authority shall commence a hearing on the renewal of any Material FCC License, the result of which is reasonably likely to be the modification or amendment of such Material FCC License, and the same could reasonably be expected to result in a Material Adverse Effect; (v) any Governmental Authority shall commence an action or proceeding seeking the termination, suspension, or revocation of any Material FCC License, the result of which is reasonably likely to be the termination, suspension, non-renewal, or revocation of such Material FCC License, and the same could reasonably be expected to result in a Material Adverse Effect; or (vi) any Governmental Authority shall commence an action or proceeding seeking the modification of any Material FCC License, the result of which is reasonably likely to be the modification of such Material FCC License, and the same could reasonably be expected to result in a Material Adverse Effect; and

(r) Sanctions. Any Borrower or any Subsidiary of any Borrower becomes a Sanctions Target.

6.2 Remedies.

(a) Upon the occurrence and during the continuance of any Event of Default, Term Agent shall have the rights, options, duties and remedies of a secured party as permitted by, and in accordance with, applicable law and, in addition to and without limitation of the foregoing, Term Agent (but not any individual Term Lender) may, at its election, without notice of election and without demand, and at the direction of the Required Lenders shall, do any one or more of the following, all of which are authorized by the Loan Parties, in each case subject to the terms of any Intercreditor Agreement:

(i) Bankruptcy Defaults. In the case of an Event of Default described in Section 6.1(f), automatically, the principal amount of the Term Loans then outstanding, together with the accrued interest thereon and all fees and other Obligations, including any Exit Fee and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall become due and payable, without the need for any request by or consent of the Required Lenders or presentment, demand, protest or other notice of any kind to the Borrower, all of which are hereby waived;

(ii) Defaults Other Than Bankruptcy Defaults. Upon the occurrence of any Event of Default (other than an Event of Default described in Section 6.1(f)), and at any time thereafter during the continuance of such event, the Term Agent may (and at the direction of the Required Lenders, shall), by notice to the Borrower Representative, declare the Term Loans and other Obligations then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Term Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations, including any Exit Fee shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Borrower.

(b) Make such payments and do such acts as Term Agent considers necessary or reasonable to protect its security interest in the Collateral. The Loan Parties agree to assemble the Collateral if Term Agent so requires, and to make the Collateral available to Term Agent as Term Agent may designate. Each Loan Party authorizes Term Agent to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any Lien which in Term Agent’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith; with respect to any of Loan Parties’ owned premises, each Loan Party hereby grants Term Agent, subject to any rights of third parties, a license to enter into possession of such premises and to occupy the same, without charge in order to exercise any of Term Agent’s rights or remedies provided herein, at law, in equity, or otherwise;

(c) Set off and apply to the Obligations any and all Indebtedness at any time owing to or for the credit or the account of Borrowers;

(d) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral;

(e) Deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreement providing control of any Collateral:

(f) Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including the Loan Parties’ premises) as Term Agent determines are commercially reasonable;

(g) Term Agent may credit bid and purchase at any public sale; and

(h) For the purpose of enabling the Term Agent to exercise rights and remedies under this Section 6.2 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral) at such time as the Term Agent shall be lawfully entitled to exercise such rights and remedies, the Loan Parties hereby grant to the Term Agent, (i) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), including in such license the right to sublicense, use and practice any Intellectual Property now owned or hereafter acquired by such Loan Party and access to all media in which any of the licensed items may be recorded or stored and to all software and programs used for the compilation or printout thereof (subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Loan Party to avoid the risk of invalidation of said Trademarks).

(i) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrowers.

6.3 Rights Not Exclusive. The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.

ARTICLE VII.

TERM AGENT

7.1 Appointment and Duties.

(a) Appointment of the Term Agent. Each Term Lender hereby appoints WhiteHawk (together with any successor Term Agent pursuant to Section 7.9) as Term Agent hereunder and authorizes the Term Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Borrower, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to the Term Agent under such Loan Documents and (iii) exercise such powers as are incidental thereto.

(b) Duties as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, the Term Agent shall have the sole and exclusive right and authority (to the exclusion of the Term Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Term Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in Section 6.1(f)), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to the Term Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 6.1(f) (but not to vote, consent or otherwise act on behalf of such Person), (iii) act as Term Agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Term Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise, (vii) release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction or occurrence permitted hereunder and (viii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Term Lender that has consented in writing to such amendment, consent or waiver if such consent is required pursuant to Section 8.1 hereof; provided, however, that the Term Agent hereby appoints, authorizes and directs each Term Lender to act as collateral sub-agent for the Term Agent and the Term Lenders for purposes of the perfection of Liens with respect to any deposit account maintained by a Borrower with, and cash and Cash Equivalents held by, such Term Lender, and may further authorize and direct the Term Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Term Agent, and each Term Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

(c) Limited Duties. Under the Loan Documents, the Term Agent (i) is acting solely on behalf of the Secured Parties (except to the limited extent provided in Section 1.4(b) with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Term Agent”, the terms “agent”, and “Term Agent” and similar terms in any Loan Document to refer to the Term Agent, which terms are used for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Term Lender or any other Person and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Secured Party, by accepting the benefits of the Loan Documents, hereby waives and agrees not to assert any claim against the Term Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.

7.2 Binding Effect. Each Secured Party, by accepting the benefits of the Loan Documents, agrees that (a) any action taken by the Term Agent or the Required Lenders (or, if expressly required hereby, a greater proportion of the Term Lenders) in accordance with the provisions of the Loan Documents, (b) any action taken by the Term Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (c) the exercise by the Term Agent or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are incidental thereto, shall be authorized and binding upon all of the Secured Parties.

7.3 Use of Discretion.

(a) The Term Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Term Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Term Lenders as shall be expressly provided for herein or in the other Loan Documents); provided, that the Term Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Term Agent to liability or that is contrary to any Loan Document or applicable Requirements of Law.

(b) The Term Agent shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Borrower or its Affiliates that is communicated to or obtained by the Term Agent or any of its Affiliates in any capacity.

(c) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Borrowers or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Term Agent in accordance with the Loan Documents for the benefit of all the Term Lenders; provided that the foregoing shall not prohibit (i) the Term Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as the Term Agent) hereunder and under the other Loan Documents, or (ii) any Term Lender from exercising setoff rights in accordance with Section 8.11; and provided, further, that if at any time there is no Person acting as the Term Agent hereunder and under the other Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to the Term Agent pursuant to Section 6.2 and (B) in addition to the matters set forth in clauses (ii) and (iii) of the preceding proviso and subject to Section 8.11, any Term Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

7.4 Delegation of Rights and Duties. The Term Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party). Any such Person shall benefit from this Article VII to the extent provided by the Term Agent.

7.5 Reliance and Liability.

(a) The Term Agent may, without incurring any liability hereunder, (i) treat the payee of any Term Note as its holder until such Term Note has been assigned in accordance with Section 8.9, (ii) rely on the Register to the extent set forth in Section 1.4, (iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Borrower) and (iv) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

(b) None of the Term Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Secured Party, each Borrower and each other Borrower hereby waive and shall not assert (and each Borrower shall cause each other Borrower to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of the Term Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, the Term Agent:

(i) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of the Term Agent, when acting on behalf of the Term Agent);

(ii) shall not be responsible to any Term Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;

(iii) makes no warranty or representation, and shall not be responsible, to any Term Lender or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Borrower or any Related Person of any Borrower in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Borrower, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Term Lenders) omitted to be transmitted by the Term Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by the Term Agent in connection with the Loan Documents; and

(iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Borrower or any of its Subsidiaries or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower Representative or any Term Lender describing such Default or Event of Default clearly labeled “notice of default” (in which case the Term Agent shall promptly give notice of such receipt to all Term Lenders);

and, for each of the items set forth in clauses (i) through (iv) above, each Term Lender and each Borrower hereby waives and agrees not to assert (and each Borrower shall cause each other Borrower to waive and agree not to assert) any right, claim or cause of action it might have against the Term Agent based thereon.

(c) Each Term Lender (i) acknowledges that it has performed and will continue to perform its own diligence and has made and will continue to make its own independent investigation of the operations, financial conditions and affairs of the Borrowers and their Subsidiaries and (ii) agrees that it shall not rely on any audit or other report provided by the Term Agent or its Related Persons (an “Agent Report”). Each Term Lender further acknowledges that any Agent Report (i) is provided to the Term Lenders solely as a courtesy, without consideration, and based upon the understanding that such Term Lender will not rely on such Agent Report, (ii) was prepared by the Term Agent or its Related Persons based upon information provided by the Borrowers solely for the Term Agent’s own internal use, (iii) may not be complete and may not reflect all information and findings obtained by the Term Agent or its Related Persons regarding the operations and condition of the Borrowers. Neither the Term Agent nor any of its Related Persons makes any representations or warranties of any kind with respect to (i) any existing or proposed financing, (ii) the accuracy or completeness of the information contained in any Agent Report or in any related documentation, (iii) the scope or adequacy of the Term Agent’s and its Related Persons’ due diligence, or the presence or absence of any errors or omissions contained in any Agent Report or in any related documentation, and (iv) any work performed by the Term Agent or the Term Agent’s Related Persons in connection with or using any Agent Report or any related documentation.

(d) Neither the Term Agent nor any of its Related Persons shall have any duties or obligations in connection with or as a result of any Term Lender receiving a copy of any Agent Report. Without limiting the generality of the forgoing, neither Term Agent nor any of its Related Persons shall have any responsibility for the accuracy or completeness of any Agent Report, or the appropriateness of any Agent Report for any Term Lender’s purposes, and shall have no duty or responsibility to correct or update any Agent Report or disclose to any Term Lender any other information not embodied in any Agent Report, including any supplemental information obtained after the date of any Agent Report. Each Term Lender releases, and agrees that it will not assert, any claim against the Term Agent or its Related Persons that in any way relates to any Agent Report or arises out of any Term Lender having access to any Agent Report or any discussion of its contents, and agrees to indemnify and hold harmless the Term Agent and its Related Persons from all claims, liabilities and expenses relating to a breach by any Term Lender arising out of such Term Lender’s access to any Agent Report or any discussion of its contents.

7.6 Term Agent Individually. The Term Agent and its Affiliates may make loans and other extensions of credit to acquire Stock and Stock Equivalents of, engage in any kind of business with, any Borrower or Affiliate thereof as though it were not acting as the Term Agent and may receive separate fees and other payments therefor. To the extent the Term Agent or any of its Affiliates makes any portion of the Term Loan or otherwise becomes a Term Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Term Lender and the terms “Term Lender”, “Required Lender” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include, without limitation, the Term Agent or such Affiliate, as the case may be, in its individual capacity as a Term Lender or as one of the Required Lenders.

7.7 Term Lender Credit Decision.

(a) Each Term Lender acknowledges that it shall, independently and without reliance upon the Term Agent, any Term Lender or any of their Related Persons or upon any document (including any offering and disclosure materials in connection with the syndication of the Term Loan) solely or in part because such document was transmitted by the Term Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Borrower and their respective Subsidiaries and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by the Term Agent to the Term Lenders, the Term Agent shall not have any duty or responsibility to provide any Term Lender with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any Borrower or any Affiliate of any Borrower that may come in to the possession of the Term Agent or any of its Related Persons.

7.8 Expenses; Indemnities; Withholding.

(a) Each Term Lender agrees to reimburse the Term Agent and each of its Related Persons (to the extent not reimbursed by any Borrower) promptly upon demand, severally and ratably, for any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes) that may be incurred by the Term Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, any Loan Document.

(b) Each Term Lender further agrees to indemnify the Term Agent and each of its Related Persons (to the extent not reimbursed by any Borrower), severally and ratably, from and against Liabilities (including, to the extent not indemnified pursuant to Section 7.8(c), Taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Term Lender) that may be imposed on, incurred by or asserted against the Term Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by the Term Agent or any of its Related Persons under or with respect to any of the foregoing.

(c) To the extent required by any applicable law, the Term Agent may withhold from any payment to any Term Lender under a Loan Document an amount equal to any applicable withholding Tax. If the IRS or any other Governmental Authority asserts a claim that the Term Agent did not properly withhold Tax from amounts paid to or for the account of any Term Lender (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding Tax with respect to a particular type of payment, or because such Term Lender failed to notify the Term Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding Tax ineffective, or for any other reason), or the Term Agent reasonably determines that it was required to withhold Taxes from a prior payment but failed to do so, such Term Lender shall promptly indemnify the Term Agent fully for all amounts paid, directly or indirectly, by the Term Agent as Tax or otherwise, including penalties and interest, and together with all expenses incurred by the Term Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. The Term Agent may offset against any payment to any Term Lender under a Loan Document, any applicable withholding Tax that was required to be withheld from any prior payment to such Term Lender, but which was not so withheld, as well as any other amounts for which the Term Agent is entitled to indemnification from such Term Lender under this Section 7.8(c).

7.9 Resignation.

(a) The Term Agent may resign at any time by delivering notice of such resignation to the Term Lenders and the Borrowers, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective in accordance with the terms of this Section 7.9. If the Term Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Term Agent. If, after thirty (30) days after the date of the retiring Term Agent’s notice of resignation, no successor Term Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Term Agent may, on behalf of the Term Lenders, appoint a successor Term Agent from among the Term Lenders. Each appointment under this clause (a) shall be subject to the prior consent of the Borrowers, which may not be unreasonably withheld but shall not be required during the continuance of an Event of Default. No Disqualified Lender may be appointed Term Agent.

(b) Effective immediately upon its resignation, (i) the retiring Term Agent shall be discharged from its duties and obligations under the Loan Documents, (ii) the Term Lenders shall assume and perform all of the duties of the Term Agent until a successor Term Agent shall have accepted a valid appointment hereunder, (iii) the retiring Term Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Term Agent was, or because such Term Agent had been, validly acting as the Term Agent under the Loan Documents and (iv) subject to its rights under Section 7.3, the retiring Term Agent shall take such action as may be reasonably necessary to assign to the successor Term Agent its rights as Term Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as the Term Agent, a successor Term Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Term Agent under the Loan Documents.

7.10 Release of Collateral or Borrowers. Each Term Lender hereby consents to the release and hereby directs the Term Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) the following:

(a) any Borrower from its Obligations if all of the Stock and Stock Equivalents of such Person are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent); and

(b) any Lien held by the Term Agent for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Borrower in a transaction permitted by the Loan Documents (including pursuant to a waiver or consent), and (ii) all of the Collateral and all Borrowers, upon (A) payment and satisfaction in full in immediately available funds of all of the Term Loan and all other Obligations, (B) deposit of cash collateral (or other arrangements reasonably acceptable to the Term Agent) with respect to all contingent Obligations, in amounts and on terms and conditions and with parties satisfactory to the Term Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent indemnification Obligations as to which no claim has been asserted) and (C) to the extent requested by the Term Agent, receipt by the Term Agent and the Secured Parties of liability releases from the Borrowers each in form and substance reasonably acceptable to the Term Agent.

Each of the Term Lenders hereby directs the Term Agent, and the Term Agent hereby agrees, upon receipt of at least five (5) Business Days’ advance notice from the Borrower Representative, to execute and deliver or file such documents and to perform other actions reasonably necessary to effect such releases when and as directed in this Section 7.10.

ARTICLE VIII.

MISCELLANEOUS

8.1 Amendments and Waivers.

(a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by any Borrower therefrom, shall be effective unless the same shall be in writing and signed by the Term Agent, the Required Lenders (or by the Term Agent with the consent of the Required Lenders), and the Borrowers, and then such waiver shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Term Lenders directly affected thereby (or by the Term Agent with the consent of all the Term Lenders directly affected thereby), in addition to the Term Agent and the Required Lenders (or by the Term Agent with the consent of the Required Lenders) and the Borrowers, do any of the following:

(i) postpone or delay any date fixed for, or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the Term Lenders (or any of them) hereunder or under any other Loan Document (for the avoidance of doubt, (x) the waiver of a Default or Event of Default or the waiver of the imposition of increased interest pursuant to Section 1.4(c) shall not constitute a reduction of interest for purposes hereof and (y) mandatory prepayments pursuant to Section 1.7(b) may be postponed, delayed, reduced, waived or modified with the consent of Required Lenders);

(ii) reduce the principal of, or the rate of interest specified herein or the amount of interest payable in cash specified herein on the Term Loan, or of any fees or other amounts payable hereunder or under any other Loan Document (for the avoidance of doubt, the waiver of a Default or Event of Default or the waiver of the imposition of increased interest pursuant to Section 1.4(c) shall not constitute a reduction of interest for purposes hereof);

(iii) amend or modify Section 1.9 in any manner that would alter the order of treatment or the pro rata sharing of payments required thereby;

(iv) amend this Section 8.1 or change (x) the term “Required Lenders” or (y) the percentage of Term Lenders which shall be required for the Term Lenders to take any action hereunder;

(v) discharge the Borrowers from their payment Obligations under the Loan Documents, permit any assignment of such obligations, or release all or substantially all of the Collateral, except as otherwise may be provided in this Agreement or the other Loan Documents;

(vi) subordinate (x) all or substantially all of the Liens granted pursuant to the Loan Documents or (y) the Obligations, in each case other than as otherwise permitted hereunder;

(vii) extend or increase any Term Lender’s any commitments to lend to Borrowers; or

(viii) (x) release all or substantially all of the value of the Guaranty Agreement (provided that the Term Agent may, without the consent of any Term Lender, release any Guarantor (or all or substantially all of the assets of a Guarantor) that is sold or transferred (other than to any Loan Party) in compliance with Section 5.2 or Section 7.1(b)) or (y) release any Borrower from the Guaranty Agreement without the written consent of each Term Lender;

it being agreed that all Term Lenders shall be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses (iv) through (viii).

(b) No amendment, waiver or consent shall, unless in writing and signed by the Term Agent, in addition to the Required Lenders or all Term Lenders directly affected thereby, as the case may be (or by the Term Agent with the consent of the Required Lenders or all the Term Lenders directly affected thereby, as the case may be), affect the rights or duties of the Term Agent under this Agreement or any other Loan Document. Notwithstanding anything to the contrary contained in this Section 8.1, the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto.

(c) Notwithstanding anything to the contrary contained in this Section 8.1, (x) the Term Agent and the Borrowers may amend or modify this Agreement and any other Loan Document to (i) cure any ambiguity, omission, defect or inconsistency therein, or (ii) grant a new Lien for the benefit of the Secured Parties, extend an existing Lien over additional Property for the benefit of the Secured Parties or join additional Persons as Borrowers and (y) the Option Agreement may be amended with the consent of the Term Agent in its sole discretion.

8.2 Notices.

(a) Addresses. All notices and other communications required or expressly authorized to be made by this Agreement shall be given in writing, unless otherwise expressly specified herein, and (i) addressed to the address set forth on Schedule 8.2 hereof (as such address may be updated from time to time by providing written notice to the other parties hereto in accordance with this Section 8.2(a)), (ii) posted to any E-System approved by or set up by or at the direction of the Term Agent or (iii) addressed to such other address as shall be notified in writing (A) in the case of the Borrowers and the Term Agent, to the other parties hereto and (B) in the case of all other parties, to the Borrower Representative and the Term Agent. Transmissions made by electronic mail to the Term Agent shall be effective only (x) for notices where such transmission is specifically authorized by this Agreement, (y) if such transmission is delivered in compliance with procedures of the Term Agent applicable at the time and previously communicated to the Borrower Representative, and (z) if receipt of such transmission is acknowledged by the Term Agent.

(b) Effectiveness. (i) All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (A) if delivered by hand, upon personal delivery, (B) if delivered by overnight courier service, one (1) Business Day after delivery to such courier service, (C) if delivered by mail, three (3) Business Days after deposit in the mail, (D) if delivered by facsimile (other than to post to an E-System pursuant to clause (a)(ii) above), upon sender’s receipt of confirmation of proper transmission, and (E) if delivered by posting to any E-System, on the later of the Business Day of such posting and the Business Day access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided, however, that no communications to the Term Agent pursuant to Article I shall be effective until received by the Term Agent.

(ii) The posting, completion and/or submission by any Borrower of any communication pursuant to an E‑System shall constitute a representation and warranty by the Borrowers that any representation, warranty, certification or other similar statement required by the Loan Documents to be provided, given or made by a Borrower in connection with any such communication is true, correct and complete except as expressly noted in such communication or E-System.

(c) Each Term Lender shall notify the Term Agent in writing of any changes in the address to which notices to such Term Lender should be directed, of addresses of its Lending Office, of payment instructions in respect of all payments to be made to it hereunder and of such other administrative information as the Term Agent shall reasonably request.

8.3 Electronic Transmissions.

(a) Authorization. Subject to the provisions of Section 8.2(a), each of the Term Agent, the Term Lenders, each Borrower and each of their Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. Each Borrower and each Secured Party hereto acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

(b) Signatures. Subject to the provisions of Section 8.2(a), (i)(A) no posting to any E-System shall be denied legal effect merely because it is made electronically, (i) each E‑Signature on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (B) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirements of Law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which the Term Agent, each Secured Party and each Borrower may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirements of Law requiring certain documents to be in writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered after transmission.

(c) Separate Agreements. All uses of an E-System shall be governed by and subject to, in addition to Section 8.2 and this Section 8.3, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy as may be updated from time to time, including on such E‑System) and related Contractual Obligations executed by the Term Agent and Borrowers in connection with the use of such E-System.

(d) LIMITATION OF LIABILITY. ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE TERM AGENT, ANY TERM LENDER OR ANY OF THEIR RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION AND DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY OF ANY KIND IS MADE BY THE TERM AGENT, ANY TERM LENDER OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E‑SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS. Each of the Borrowers, each other Borrower executing this Agreement and each Secured Party agrees that the Term Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

8.4 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Term Agent or any Term Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No course of dealing between any Borrower, any Affiliate of any Borrower, the Term Agent or any Term Lender shall be effective to amend, modify or discharge any provision of this Agreement or any of the other Loan Documents.

8.5 Costs and Expenses. Any action taken by any Borrower under or with respect to any Loan Document, even if required under any Loan Document or at the request of Term Agent or Required Lenders, shall be at the expense of such Borrower, and neither Term Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Borrower or any Subsidiary of any Borrower therefor except as expressly provided therein. In addition, the Borrowers agree to pay or reimburse upon demand: (a) Term Agent for all reasonable and documented fees, disbursements, out-of-pocket costs and expenses (including reasonable travel expenses) incurred by it or any of its Related Persons in connection with the investigation, development, preparation, documentation, negotiation, syndication, execution, interpretation, monitoring or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation, monitoring and administration of any transaction contemplated herein or therein, in each case including Attorney Costs of Term Agent, background checks and similar expenses and, subject to any limitations contained in Section 4.9, the cost of environmental audits, field examinations, Collateral audits and appraisals, (b) Term Agent for all reasonable costs and expenses incurred by it or any of its Related Persons in connection with field examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners), in each case, subject to any limitations contained in Section 4.9, (c) Term Agent and their respective Related Persons for all costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement, protection or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy (including, without limitation, any efforts to preserve, protect, collect, or enforce the Collateral) or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action with respect to, any proceeding (including any Insolvency Proceeding) related to any Borrower, any Subsidiary of any Borrower, Loan Document, Obligation or related transaction (or the response to and preparation for any subpoena or request for document production relating thereto), including Attorney Costs of Term Agent, and (d) fees and disbursements of Attorney Costs of one (1) law firm on behalf of all Term Lenders (in addition to Attorney Costs for Term Agent) incurred in connection with any of the matters referred to in clause (c) above.

8.6 Indemnity.

(a) Each Borrower agrees to indemnify, hold harmless and defend Term Agent, each Term Lender and each of their respective Related Persons (each such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of the Term Loan or any securities filing of, or with respect to, any Borrower, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Borrower or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including legal fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirements of Law or theory thereof, including common law, equity, contract, tort or otherwise relating to the transactions contemplated hereby or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that no Borrower shall have any liability under this Section 8.6 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted (x) from the bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Persons, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (y) from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee’s or its Related Persons’ obligations hereunder or under any other Loan Document, if any Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (z) from a claim not involving an act or omission of any Borrower and that is brought by an Indemnitee against another Indemnitee (other than against the Term Agent in its capacity as such). Furthermore, each of the Borrowers and each other Borrower executing this Agreement waives and agrees not to assert against any Indemnitee, and shall cause each other Borrower to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person other than to the extent such liability has resulted primarily from the bad faith, gross negligence or willful misconduct of such Indemnitee or its Related Persons, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the provisions of Section 9.1, this Section 8.6(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

(b) Without limiting the foregoing and subject to the limitations of the foregoing, “Indemnified Matters” includes all Environmental Liabilities, including those arising from, or otherwise involving, any property of any Borrower or any of its Subsidiaries or any actual or alleged damage to property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon, under, or migrating from such property or natural resource or any property contiguous to any property of any Borrower or any of its Subsidiaries, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Borrower or any Related Person of any Borrower or the owner, lessee or operator of any property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by Term Agent or following Term Agent or any Term Lender having become the successor-in-interest to any Borrower or any Related Person of any Borrower and (ii) are not attributable to acts of Borrower or any of its Related Persons.

8.7 Marshaling; Payments Set Aside. No Secured Party shall be under any obligation to marshal any Property in favor of any Borrower or any other Person or against or in payment of any Obligation. To the extent that any Secured Party receives a payment from any Borrower, from any other Borrower, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.

8.8 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that any Assignment by any Term Lender shall be subject to the provisions of Section 8.9, and provided, further, that neither of the Borrowers nor any other Borrower may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Term Agent and each Term Lender. Each Term Lender that becomes party hereto by Assignment agrees to promptly deliver to the Term Agent an Administrative Questionnaire in the form of Exhibit A.

8.9 Assignments and Participations; Binding Effect.

(a) Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrowers and the Term Agent and when the Term Agent shall have been notified by each Term Lender that such Term Lender has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, the Borrowers (except for Article VII), the Term Agent, each Term Lender and their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 7.9 and Section 8.9), none of the Borrowers, any other Borrower, any Term Lender or the Term Agent shall have the right to assign any rights or obligations hereunder or any interest herein, and any assignment in contravention of the foregoing shall be null and void.

(b) Right to Assign. Each Term Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of the Term Loan owing to it) to (i) any existing Term Lender, (ii) any Affiliate or Approved Fund of any existing Term Lender or (iii) any other Person (that is not a natural Person) acceptable to the Term Agent and, so long as no Event of Default has occurred and is continuing, the Borrower Representative (which acceptance shall not be unreasonably withheld and shall be deemed to have been given, other than with respect to a purported assignment to a Disqualified Lender, unless an objection is delivered to the Term Agent in writing within ten (10) Business Days after a notice of a proposed Sale is delivered to the Borrower Representative); provided, however, that (w) the aggregate commitment and/or outstanding principal amount (determined as of the Closing Date of the applicable Assignment) of the portion of the Term Loan subject to any such Sale shall be in a minimum amount of $1,000,000 and increments of $500,000 in excess thereof, unless such Sale is made to an existing Term Lender or an Affiliate or Approved Fund of any existing Term Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of Term Agent, (x) such Sales shall be effective only upon the acknowledgement in writing of such Sale by the Term Agent, and (y) interest and fees accrued prior to and through the date of any such Sale may not be assigned. Without limiting the foregoing, no Sale shall be made to (i) a Borrower or an Affiliate of a Borrower, (ii) a holder of Subordinated Indebtedness or an Affiliate of such a holder or (iii) a Disqualified Lender. Notwithstanding anything in this Section 8.9 to the contrary, any assignment or participation that would be prohibited by or violate the FCC’s Equity/Debt Plus Attribution Standard shall be prohibited.

(c) Procedure. The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f) below) shall execute and deliver to the Term Agent an Assignment via an electronic settlement system designated by the Term Agent (or, if previously agreed with the Term Agent, via a manual execution and delivery of the Assignment) evidencing such Sale, together with any existing Term Note subject to such Sale (or any affidavit of loss therefor acceptable to the Term Agent), any Tax forms required to be delivered pursuant to Section 9.1 and payment of an assignment fee in the amount of $3,500 to the Term Agent, unless waived or reduced by the Term Agent; provided, that (i) if a Sale by a Term Lender is made to an Affiliate or an Approved Fund of such assigning Term Lender, then no assignment fee shall be due in connection with such Sale, and (ii) if a Sale by a Term Lender is made to an assignee that is not an Affiliate or Approved Fund of such assignor Term Lender, and concurrently to one or more Affiliates or Approved Funds of such assignee, then only one assignment fee of $3,500 shall be due in connection with such Sale (unless waived or reduced by the Term Agent). Upon receipt of all the foregoing, and conditioned upon such receipt and, if such Assignment is made in accordance with clause (iii) of the first sentence of Section 8.9(b), upon the Term Agent (and the Borrower Representative, if applicable) consenting to such Assignment, from and after the Closing Date specified in such Assignment, the Term Agent shall record or cause to be recorded in the Register the information contained in such Assignment.

(d) Effectiveness. Subject to the recording of an Assignment by the Term Agent in the Register pursuant to Section 1.4(b), (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Term Lender, (ii) any applicable Term Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Term Lender’s rights and obligations under the Loan Documents, such Term Lender shall cease to be a party hereto).

(e) Grant of Security Interests. In addition to the other rights provided in this Section 8.9, each Term Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Term Loan), to (i) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to the Term Agent or (ii) any holder of, or trustee for the benefit of the holders of, such Term Lender’s Indebtedness or equity securities, by notice to the Term Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Term Lender hereunder and no such Term Lender shall be relieved of any of its obligations hereunder.

(f) Participants and SPVs. In addition to the other rights provided in this Section 8.9, each Term Lender may, (i) with notice to the Term Agent, grant to an SPV the option to make all or any part of the Term Loan that such Term Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of the Term Loan pursuant thereto shall satisfy the obligation of such Term Lender to make such Term Loan hereunder) and such SPV may assign to such Term Lender the right to receive payment with respect to any Obligation and (ii) without notice to or consent from the Term Agent or the Borrowers, sell participations to one or more Persons (other than any Disqualified Lender) in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loan); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (x) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make any portion of the Term Loan hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Term Lender hereunder, (y) such Term Lender’s rights and obligations, and the rights and obligations of the Borrowers and the Secured Parties towards such Term Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Term Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Article IX, but, with respect to Section 9.1, only to the extent such participant or SPV delivers the Tax forms such Term Lender is required to collect pursuant to Section 9.1(f) (which Tax forms will be delivered to the participating Term Lender) and then only to the extent of any amount to which such Term Lender would be entitled in the absence of any such grant or participation, except for any increase in such amount resulting from a change in law occurring after such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Term Lender with respect to the portion of the Term Loan funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice provided to the Term Agent by such SPV and such Term Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (z) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Term Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Term Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (i) and (ii) of Section 8.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in clause (iv) of Section 8.1(a). No party hereto shall institute (and the Borrowers shall cause each other Borrower not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that each Term Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to be reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the payment in full of the Obligations. Each Term Lender that sells a participation or grants an option to an SPV pursuant to this Section 8.9(f) shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each such participant or SPV and the principal amounts (and stated interest) of each such participant’s or SPV’s interest in the Term Loan or other obligations under the Loan Documents (the “Participant Register”); provided that no Term Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any SPV or participant or any information relating to an SPV’s or participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Term Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation or option for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Term Agent (in its capacity as Term Agent) shall have no responsibility for maintaining a Participant Register.

8.10 Non-Public Information; Confidentiality.

(a) Non-Public Information. Term Agent and each Term Lender acknowledges and agrees that it may receive material non-public information (“MNPI”) hereunder concerning the Borrowers and their Affiliates and agrees to use such information in compliance with all relevant policies, procedures and applicable Requirements of Laws.

(b) Confidential Information. Each Term Lender and Term Agent agrees to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document, except that such information may be disclosed (i) with the Borrower Representative’s consent, (ii) to Related Persons, funding sources and investment committees of such Term Lender, or Term Agent, as the case may be, that are advised of the confidential nature of such information and are instructed to keep such information confidential in accordance with the terms hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 8.10 or (B) available to such Term Lender or Term Agent or any of their Related Persons, as the case may be, from a source (other than any Borrower) not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements, (vi) (A) on a confidential basis to the National Association of Insurance Commissioners or any similar organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that does not identify Borrowers, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein) or participants and to their respective Related Persons, in each case to the extent such assignees, investors, participants or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 8.10 (and such Person may disclose information to their respective Related Persons in accordance with clause (ii) above), in each case other than a Disqualified Lender, (viii) to any other party hereto, (ix) to any rating agency (provided that, prior to any such disclosure, such holder shall make the recipient of such Confidential Information aware of the confidential nature of the same), and (x) in connection with the exercise or enforcement of any right or remedy under any Loan Document, in connection with any litigation or other proceeding to which such Term Lender or Term Agent or any of their Related Persons is a party or bound, or to the extent necessary to respond to public statements or disclosures by Borrowers or their Related Persons referring to a Term Lender or Term Agent or any of their Related Persons. In the event of any conflict between the terms of this Section 8.10 and those of any other Contractual Obligation entered into with any Borrower (whether or not a Loan Document), the terms of this Section 8.10 shall govern.

(c) Tombstones. Neither the Term Agent or any Term Lender may publish advertising material (including press releases) relating to the financing transactions contemplated by this Agreement using any Borrower’s name, product photographs, logo or trademark without the prior consent of the Borrower Representative.

(d) Press Release and Related Matters. No Borrower shall, and no Borrower shall permit any of its Affiliates to, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of securities of any Borrower) using the name, logo or otherwise referring to WhiteHawk or of any of its Affiliates, the Loan Documents or any transaction contemplated therein to which Term Agent is party without the prior consent of WhiteHawk except to the extent required to do so under applicable Requirements of Law and then, only after consulting with WhiteHawk; provided, that no such consultation shall be required with respect to required SEC disclosures.

(e) Distribution of Materials to Term Lenders. The Borrowers acknowledge and agree that the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Borrowers hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Term Agent, and made available, to the Term Lenders by posting such Borrower Materials on an E-System. The Borrowers authorize Term Agent to download copies of their logos from its website and post copies thereof on an E-System.

(f) Material Non-Public Information. The Borrowers hereby agree that if either they, any parent company or any Subsidiary of the Borrowers has publicly traded equity or debt securities in the U.S., they shall (and shall cause such parent company or Subsidiary, as the case may be, to) (i) identify in writing, and (ii) clearly and conspicuously mark such Borrower Materials that contain only information that is publicly available or that is not material for purposes of U.S. federal and state securities laws as “PUBLIC”. The Borrowers agree that by identifying such Borrower Materials as “PUBLIC” or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Term Agent and the Term Lenders shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of U.S. federal and state securities laws. The Borrowers further represent, warrant, acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Borrowers or Term Agent. Before distribution of any Borrower Materials, the Borrowers agree to execute and deliver to Term Agent a letter authorizing distribution of the evaluation materials to prospective Term Lenders and their employees willing to receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein.

8.11 Set-off; Sharing of Payments.

(a) Right of Setoff. Each of Term Agent, each Term Lender and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Borrower), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by Term Agent, such Term Lender or any of their respective Affiliates to or for the credit or the account of any Borrower or any other Borrower against any Obligation of any Borrower now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Term Lender shall exercise any such right of setoff without the prior consent of Term Agent or Required Lenders. Each of Term Agent and each Term Lender agrees promptly to notify the Borrower Representative and Term Agent after any such setoff and application made by such Term Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 8.11 are in addition to any other rights and remedies (including other rights of setoff) that Term Agent, the Term Lenders, their Affiliates and the other Secured Parties, may have.

(b) Sharing of Payments, Etc. If any Term Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Borrower (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Section 8.9 or Article IX and such payment exceeds the amount such Term Lender would have been entitled to receive if all payments had gone to, and been distributed by, the Term Agent in accordance with the provisions of the Loan Documents, such Term Lender shall purchase in cash from other Term Lenders such participations in their Obligations as necessary for such Term Lender to share such excess payment with such Term Lenders to ensure such payment is applied as though it had been received by the Term Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrowers, applied to repay the Obligations in accordance herewith); provided, however, that (i) if such payment is rescinded or otherwise recovered from such Term Lender in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Term Lender without interest and (ii) such Term Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its rights of payment (including the right of setoff) with respect to such participation as fully as if such Term Lender were the direct creditor of the applicable Borrower in the amount of such participation.

8.12 Counterparts; Facsimile Signature. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

8.13 Severability. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

8.14 Captions. The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

8.15 Independence of Provisions. The parties hereto acknowledge that this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are cumulative and must each be performed, except as expressly stated to the contrary in this Agreement.

8.16 Interpretation. This Agreement is the result of negotiations among and has been reviewed by counsel to Borrowers, the Term Agent, each Term Lender and other parties hereto, and is the product of all parties hereto. Accordingly, this Agreement and the other Loan Documents shall not be construed against the Term Lenders or the Term Agent merely because of the Term Agent’s or the Term Lenders’ involvement in the preparation of such documents and agreements. Without limiting the generality of the foregoing, each of the parties hereto has had the advice of counsel with respect to Sections 8.18 and 8.19.

8.17 No Third Parties Benefited. This Agreement is made and entered into for the sole protection and legal benefit of the Borrowers, the Term Lenders and the Term Agent, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. Neither the Term Agent nor any Term Lender shall have any obligation to any Person not a party to this Agreement or the other Loan Documents.

8.18 Governing Law and Jurisdiction.

(a) Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) BUT WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

(b) Submission to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY LOAN DOCUMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO EXECUTING THIS AGREEMENT HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL LIMIT THE RIGHT OF THE TERM AGENT TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT THE TERM AGENT DETERMINES THAT SUCH ACTION IS NECESSARY OR APPROPRIATE TO EXERCISE ITS RIGHTS OR REMEDIES UNDER THE LOAN DOCUMENTS. THE PARTIES HERETO (AND, TO THE EXTENT SET FORTH IN ANY OTHER LOAN DOCUMENT, EACH OTHER BORROWER) HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTIONS.

(c) Service of Process. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND OTHER DOCUMENTS AND OTHER SERVICE OF PROCESS OF ANY KIND AND CONSENTS TO SUCH SERVICE IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE UNITED STATES OF AMERICA WITH RESPECT TO OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH ANY LOAN DOCUMENT BY ANY MEANS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING BY THE MAILING THEREOF (BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID) TO THE ADDRESS OF THE DESIGNATED BORROWER SPECIFIED HEREIN (AND SHALL BE EFFECTIVE WHEN SUCH MAILING SHALL BE EFFECTIVE, AS PROVIDED THEREIN). EACH PARTY HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(d) Non-Exclusive Jurisdiction. NOTHING CONTAINED IN THIS SECTION 8.18 SHALL AFFECT THE RIGHT OF THE TERM AGENT OR ANY TERM LENDER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE REQUIREMENTS OF LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY BORROWER IN ANY OTHER JURISDICTION.

8.19 Waiver of Jury Trial. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

8.20 Entire Agreement; Release; Survival.

(a) THE LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER THEREOF AND ANY PRIOR LETTER OF INTEREST, COMMITMENT LETTER, CONFIDENTIALITY AND SIMILAR AGREEMENTS INVOLVING ANY BORROWER AND ANY TERM LENDER OR ANY OF THEIR RESPECTIVE AFFILIATES RELATING TO A FINANCING OF SUBSTANTIALLY SIMILAR FORM, PURPOSE OR EFFECT OTHER THAN THE FEE LETTER. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, THE TERMS OF THIS AGREEMENT SHALL GOVERN (UNLESS OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN DOCUMENT OR SUCH TERMS OF SUCH OTHER LOAN DOCUMENTS ARE NECESSARY TO COMPLY WITH APPLICABLE REQUIREMENTS OF LAW, IN WHICH CASE SUCH TERMS SHALL GOVERN TO THE EXTENT NECESSARY TO COMPLY THEREWITH).

(b) Execution of this Agreement by the Borrowers constitutes a full, complete and irrevocable release of any and all claims which each Borrower may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject matter of this Agreement and the other Loan Documents. In no event shall any party hereto be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each party hereto hereby waives, releases and agrees not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(c) (i) Any indemnification or other protection provided to any Indemnitee pursuant to this Section 8.20, Sections 8.5 (Costs and Expenses) and 8.6 (Indemnity) and Article VII (Term Agent) and Article IX (Taxes and Yield Protection) and (ii) the provisions of Section 7.1 of the Security Agreement, in each case, shall (x) survive the payment in full of all Obligations and (y) with respect to clause (i) above, inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.

8.21 Patriot Act. Each Term Lender hereby notifies the Borrowers that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Borrower, which information includes the name and address of each Borrower and other information that will allow such Term Lender to identify each Borrower in accordance with the Patriot Act.

8.22 Additional Waivers.

(a) The Obligations are the joint and several obligations of each Borrower. To the fullest extent permitted by applicable law, the obligations of each Borrower shall not be affected by (i) the failure of any Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against any other Borrower under the provisions of this Agreement, any other Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement or any other Loan Document, or (iii) the failure to perfect any security interest in, or the release of, any of the Collateral or other security held by or on behalf of the Term Agent or any other Secured Party.

(b) The obligations of each Borrower shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of any of the Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Borrower hereunder shall not be discharged or impaired or otherwise affected by the failure of the Term Agent or any other Secured Party to assert any claim or demand or to enforce any remedy under this Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, any default, failure or delay, willful or otherwise, in the performance of any of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Borrower or that would otherwise operate as a discharge of any Borrower as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).

(c) To the fullest extent permitted by applicable law, each Borrower waives any defense based on or arising out of any defense of any other Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any other Borrower, other than the indefeasible payment in full in cash of all the Obligations. The Term Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or non-judicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any other Borrower, or exercise any other right or remedy available to them against any other Borrower, without affecting or impairing in any way the liability of any Borrower hereunder except to the extent that all the Obligations have been indefeasibly paid in full in cash. Each Borrower waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Borrower against any other Borrower, as the case may be, or any security.

(d) Upon payment by any Borrower of any Obligations, all rights of such Borrower against any other Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations. In addition, any indebtedness of any Borrower now or hereafter held by any other Borrower is hereby subordinated in right of payment to the prior indefeasible payment in full of the Obligations, and, so long as an Event of Default has occurred and is continuing, no Borrower will demand, sue for or otherwise attempt to collect any such indebtedness. If any amount shall erroneously be paid to any Borrower on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Borrower, so long as an Event of Default has occurred and is continuing, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Term Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement and the other Loan Documents. Subject to the foregoing, to the extent that any Borrower shall, under this Agreement as a joint and several obligor, repay any of the Obligations constituting a portion of the Term Loan made to another Borrower hereunder or other Obligations incurred directly and primarily by any other Borrower (an “Accommodation Payment”), then any Borrower making such Accommodation Payment shall be entitled to contribution and indemnification from, and be reimbursed by, each of the other Borrowers in an amount, for each of such other Borrowers, equal to a fraction of such Accommodation Payment, the numerator of which fraction is such other Borrower’s Allocable Amount and the denominator of which is the sum of the Allocable Amounts of all of the Borrowers. As of any date of determination, the “Allocable Amount” of each Borrower shall be equal to the maximum amount of liability for Accommodation Payments which could be asserted against such Borrower hereunder without (a) rendering such Borrower “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the Uniform Fraudulent Transfer Act (“UFTA”) or Section 2 of the Uniform Fraudulent Conveyance Act (“UFCA”), (b) leaving such Borrower with unreasonably small capital or assets, within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA, or Section 5 of the UFCA, or (c) leaving such Borrower unable to pay its debts as they become due within the meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA, or Section 5 of the UFCA.

8.23 Creditor-Debtor Relationship. The relationship between the Term Agent, and each Term Lender, on the one hand, and the Borrowers, on the other hand, is solely that of creditor and debtor. No Secured Party has any fiduciary relationship or duty to any Borrower arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties and the Borrowers by virtue of, any Loan Document or any transaction contemplated therein.

8.24 Actions in Concert. Notwithstanding anything contained herein to the contrary, each Term Lender hereby agrees with each other Term Lender that no Term Lender shall take any action to protect or enforce its rights against any Borrower arising out of this Agreement or any other Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent of the Term Agent or Required Lenders, it being the intent of the Term Lenders that any such action to protect or enforce rights under this Agreement and the other Loan Documents shall be taken in concert and at the direction or with the consent of the Term Agent or Required Lenders.

8.25 Agency of the Borrower Representative for Each Other Borrower. Each Borrower irrevocably appoints the Borrower Representative as its agent for all purposes relevant to this Agreement, including the giving and receipt of notices and execution and delivery of all documents, instruments, and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification, or other action which might otherwise be valid or effective only if given or taken by all or any of the Borrowers or acting singly, shall be valid and effective if given or taken only by the Borrower Representative, whether or not any other Borrower joins therein, and the Term Agent and the Term Lenders shall have no duty or obligation to make further inquiry with respect to the authority of the Borrower Representative under this Section 8.25; provided that nothing in this Section 8.25 shall limit the effectiveness of, or the right of the Term Agent and the Term Lenders to rely upon, any notice, document, instrument, certificate, acknowledgment, consent, direction, certification or other action delivered by any Borrower pursuant to this Agreement. The Borrower Representative agrees that the Term Agent, the Term Lenders and their Affiliates may have economic interests that conflict with those of the Borrower Representative, the other Borrowers, their respective Subsidiaries and their Affiliates, and none of the Term Agent, the Term Lenders or their Affiliates has any obligation to disclose any of such interests to the Borrower Representative, the other Borrowers or any of their respective Subsidiaries.

8.26 Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: (a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution, and (b) the effects of any Bail-In Action on any such liability, including, if applicable: (i) a reduction in full or in part or cancellation of any such liability, (ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document, or (iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

8.27 Erroneous Payments.

(a) If the Term Agent (x) notifies a Term Lender, Secured Party, or any Person who has received funds on behalf of a Term Lender or Secured Party (any such Term Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Term Agent has determined in its reasonable discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Term Agent) received by such Payment Recipient from the Term Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Term Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Term Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 5 Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Term Agent pending its return or repayment as contemplated below in this Section 8.27 and held in trust for the benefit of the Term Agent, and such Term Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Term Agent may, in its sole discretion, specify in writing), return to the Term Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received). A notice of the Term Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Term Lender, Secured Party or any Person who has received funds on behalf of a Term Lender or Secured Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Term Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Term Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Term Agent (or any of its Affiliates), or (z) that such Term Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Term Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Term Lender or Secured Party shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Term Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Term Agent pursuant to this Section 8.27(b).

For the avoidance of doubt, the failure to deliver a notice to the Term Agent pursuant to this Section 8.27(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 8.27(a) or on whether or not an Erroneous Payment has been made.

(c) Each Term Lender or Secured Party hereby authorizes the Term Agent to set off, net and apply any and all amounts at any time owing to such Term Lender or Secured Party under any Loan Document, or otherwise payable or distributable by the Term Agent to such Term Lender or Secured Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Term Agent has demanded to be returned under immediately preceding clause (a).

(d) (i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Term Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Term Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Term Agent’s notice to such Term Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Term Lender shall be deemed to have assigned its Term Loans with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Term Agent may specify) (such assignment of the Term Loans of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Term Agent in such instance)), and is hereby (together with the Borrower Representative) deemed to execute and deliver an Assignment (or, to the extent applicable, an agreement incorporating an Assignment by reference pursuant to a platform such as ClearPar as to which the Term Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Term Lender shall deliver any Term Notes evidencing such Term Loans to the Borrowers or the Term Agent (but the failure of such Person to deliver any such Term Notes shall not affect the effectiveness of the foregoing assignment), (B) the Term Agent as the assignee Term Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Term Agent as the assignee Term Lender shall become a Term Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Term Lender shall cease to be a Term Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement which shall survive as to such assigning Term Lender, (D) the Term Agent and the Borrowers shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Term Agent will reflect in the Register its ownership interest in the Term Loans subject to the Erroneous Payment Deficiency Assignment.

(ii) Subject to Section 8.9 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrowers or otherwise)), the Term Agent may, in its discretion, sell any Term Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Term Lender shall be reduced by the net proceeds of the sale of such Term Loan (or portion thereof), and the Term Agent shall retain all other rights, remedies and claims against such Term Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Term Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Term Agent on or with respect to any such Term Loans acquired from such Term Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Term Loans are then owned by the Term Agent) and (y) may, in the sole discretion of the Term Agent, be reduced by any amount specified by the Term Agent in writing to the applicable Term Lender from time to time.

(e) The parties hereto agree that (x) irrespective of whether the Term Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Term Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Term Lender or Secured Party, to the rights and interests of such Term Lender or Secured Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Term Loans that have been assigned to the Term Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party; provided that this Section 8.27 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrowers relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Term Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Term Agent from the Borrowers for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Term Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

(g) Each party’s obligations, agreements and waivers under this Section 8.27 shall survive the resignation or replacement of the Term Agent, any transfer of rights or obligations by, or the replacement of, a Term Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

ARTICLE IX.

TAXES, YIELD PROTECTION AND ILLEGALITY

9.1 Taxes.

(a) Except as otherwise required by any Requirements of Law, any and all payments by or on account of any obligation of any Borrower under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority and all Liabilities, including penalties, interest, and additions to tax, with respect thereto (and without deduction for any of them) (collectively, the “Taxes”).

(b) If any Taxes shall be required by any applicable Requirements of Law to be deducted from or in respect of any amount payable under any Loan Document to any Secured Party (i) if such Tax is an Indemnified Tax, then such amount shall be increased as necessary to ensure that, after all required deductions for Taxes are made (including deductions applicable to any increases to any amount under this Section 9.1), such Secured Party receives the amount it would have received had no such deductions been made, (ii) the relevant Borrower shall make such deductions, (iii) the relevant Borrower shall timely pay the full amount deducted to the relevant taxing authority or other authority in accordance with applicable Requirements of Law and (iv) as soon as practicable after such payment is made, the relevant Borrower shall deliver to Term Agent an original or certified copy of a receipt evidencing such payment or other evidence of payment reasonably satisfactory to Term Agent.

(c) In addition, the Borrowers agree to pay, and authorize Term Agent to pay in their name, any and all present or future stamp, court or documentary, intangible, recording, excise or property Tax, charges or similar levies imposed by any applicable Requirements of Law or Governmental Authority and all penalties, interest, and additions to tax with respect thereto (including by reason of any delay by the Borrowers in payment thereof), in each case arising from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document or any transaction contemplated therein, including the receipt or perfection of a security interest thereunder (collectively, “Other Taxes”). As soon as practicable after the date of any payment of Other Taxes by any Borrower, the Borrower Representative shall furnish to Term Agent, at its address referred to in Section 8.2, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment reasonably satisfactory to Term Agent.

(d) The Borrowers shall reimburse and indemnify, on a joint and several basis, within 10 days after receipt of demand therefor (with copy to Term Agent), each Secured Party for all Indemnified Taxes and Other Taxes (including any Indemnified Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 9.1) paid by such Secured Party and any Liabilities arising therefrom or with respect thereto; provided, that the Borrowers shall not be required to compensate any Secured Party for amounts incurred more than 180 days prior to the date that such Secured Party notifies such Borrower, in writing of the amounts and of such Secured Party’s intention to claim compensation thereof. A certificate of the Secured Party (or of Term Agent on behalf of such Secured Party) claiming any compensation under this clause (d), setting forth in reasonable detail the calculation of the amounts to be paid thereunder and delivered to the Borrower Representative, with copy to Term Agent, shall be conclusive, binding and final for all purposes, absent manifest error.

(e) Any Term Lender claiming any additional amounts payable pursuant to this Section 9.1 shall use its commercially reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its Lending Office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Term Lender, be otherwise disadvantageous to such Term Lender, including, for the avoidance of doubt, subjecting such Term Lender to any unreimbursed cost or expense.

(f) Any Term Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower Representative and the Term Agent, at the time or times reasonably requested by the Borrower Representative or the Term Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative or the Term Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Term Lender, if reasonably requested by the Borrower Representative or the Term Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Term Agent as will enable the Borrower Representative or the Term Agent to determine whether or not such Term Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs (f)(i), (f)(ii), and (f)(v) below) shall not be required if in the Term Lender’s reasonable judgment such completion, execution or submission would subject such Term Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Term Lender. Notwithstanding the generality of the foregoing:

(i) Each Non-U.S. Lender Party, to the extent it is legally entitled to do so, shall (w) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (i) and (z) from time to time if requested by the Borrower Representative or Term Agent (or, in the case of a participant or SPV, the relevant Term Lender), provide Term Agent and the Borrower Representative (or, in the case of a participant or SPV, the relevant Term Lender) with two completed originals of each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding Tax because the income is effectively connected with a U.S. trade or business), W-8BEN or W-8BEN-E, as applicable (claiming exemption from, or a reduction of, U.S. withholding Tax under an income Tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements and documents, including those for the beneficial owners) or any successor forms, (B) in the case of a Non-U.S. Lender Party claiming exemption for portfolio interest under Sections 871(h) or 881(c) of the Code, Form W-8BEN or W-8BEN-E, as applicable (claiming exemption from U.S. withholding Tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to Term Agent and the Borrower Representative (which may be in the form of Exhibit L) that such Non-U.S. Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” related to any Borrower described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding Tax or reduced rate with respect to payments to be made to such Non-U.S. Lender Party under the Loan Documents; provided, however, that no document shall be required under this clause (C) to the extent the completion, execution, or submission of such document would, in such Non-U.S. Lender Party’s reasonable judgment, subject it to any material unreimbursed cost or expense or materially prejudice its legal or commercial position.

(ii) Each U.S. Lender Party shall (A) on or prior to the date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (D) from time to time if requested by the Borrower Representative or Term Agent (or, in the case of a participant or SPV, the relevant Term Lender), provide Term Agent and the Borrower Representative (or, in the case of a participant or SPV, the relevant Term Lender) with two completed originals of Form W-9 (certifying that such U.S. Lender Party is entitled to an exemption from U.S. backup withholding Tax) or any successor form.

(iii) Each Term Lender having sold a participation in any of its Obligations or identified an SPV as such to Term Agent shall collect from such participant or SPV the documents described in this clause (f) and provide them to Term Agent.

(iv) Nothing in this Section 9.1(f) shall require any U.S. Lender Party or Non-U.S. Lender Party to provide any documentation that it is not legally entitled to deliver.

(v) If a payment made to a Lender Party would be subject to United States federal withholding Tax imposed by FATCA if such Lender Party fails to comply with the applicable reporting requirements of FATCA, such Lender Party shall deliver to Term Agent and Borrower Representative any documentation under any Requirements of Law or reasonably requested by the Term Agent or Borrower Representative sufficient for Term Agent or Borrower Representative to comply with their obligations under FATCA and to determine that such Lender Party has complied with such applicable reporting requirements or to determine the amount, if any, to deduct and withhold from such payment.

(g) Each party’s obligations under this Section 9.1 shall survive the resignation or replacement of the Term Agent, any transfer of rights or obligations by, or the replacement of, a Term Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

9.2 Increased Costs and Reduction of Return.

(a) If any Term Lender shall have determined that:

(i) the introduction of any Capital Adequacy Regulation;

(ii) any change in any Capital Adequacy Regulation;

(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or

(iv) compliance by such Term Lender (or its Lending Office) or any entity controlling the Term Lender, with any Capital Adequacy Regulation;

affects the amount of capital required or expected to be maintained by such Term Lender or any entity controlling such Term Lender and (taking into consideration such Term Lender’s or such entities’ policies with respect to capital adequacy and such Term Lender’s desired return on capital) determines that the amount of such capital is increased as a consequence of its loans, credits or obligations under this Agreement, or if any change of any Requirements of Law subjects a Secured Party to any taxes (other than Taxes described in clauses (a)(ii) and (b) through (d) of the definition of Excluded Taxes or Indemnified Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities, or capital attributable thereto, then, within thirty (30) days of demand of such Term Lender (with a copy to the Term Agent), the Borrowers shall pay to such Term Lender, from time to time as specified by such Term Lender, additional amounts sufficient to compensate such Term Lender (or the entity controlling the Term Lender) for such increase or such taxes; provided, that the Borrowers shall not be required to compensate any Term Lender for amounts incurred more than 180 days prior to the date that such Term Lender notifies such Borrower, in writing of the amounts and of such Term Lender’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(b) Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in a Requirements of Law under subsection (a) above and/or a change in a Capital Adequacy Regulation under subsection (a) above, as applicable, regardless of the date enacted, adopted or issued.

9.3 Certificates of Term Lenders. Any Term Lender claiming reimbursement or compensation pursuant to this Article IX shall deliver to the Borrowers (with a copy to the Term Agent) a certificate setting forth in reasonable detail the amount payable to such Term Lender hereunder and such certificate shall be conclusive and binding on the Borrowers in the absence of manifest error.

9.4 Effect of Benchmark Transition Event Etc.

(a) Term SOFR Lending Unlawful. If any Term Lender shall determine (which determination shall, upon notice thereof to any Borrower and the Term Agent, be conclusive and binding on the Borrower) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Term Lender to make or continue any Loan as, or to convert any Loan into, a Term SOFR Loan, the obligations of such Term Lender to make, continue or convert any such Term SOFR Loan shall, after the determination thereof, forthwith be suspended until such Term Lender shall notify the Term Agent that the circumstances causing such suspension no longer exist, and all outstanding Term SOFR Loans payable to such Term Lender shall automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

(b) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) or (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (c) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Term Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Term Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Term Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a monthly basis.

(c) Benchmark Replacement Conforming Changes. In connection with the use, administration or implementation of a Benchmark Replacement, the Term Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(d) Notices; Standards for Decisions and Determinations. The Term Agent will promptly notify any Borrower and the Term Lenders of (i) any occurrence of a Benchmark Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Benchmark Replacement Conforming Changes, (iv) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (v) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Term Agent or, if applicable, any Term Lender (or group of Term Lenders) pursuant to this Section 9.4 including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 9.4.

(e) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Term Agent in its sole discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will no longer be representative, then the Term Agent may modify the definition of “Interest Period” (or any similar analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Term Agent may modify the definition of “Interest Period” (or any analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f) Benchmark Unavailability Period. Upon the Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, any Borrower may revoke any request for a Borrowing of Term SOFR Loans, conversion to or continuation of Term SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower Representative will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Adjusted Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will, not be used in any determination of the Adjusted Base Rate.

(g) Benchmark Replacement Floor. Notwithstanding anything else herein, any definition of Benchmark Replacement shall provide that in no event shall such Benchmark Replacement be less than two percent (3.50%) for purposes of this Agreement.

9.5 Consent to Intercreditor Agreement. Each Term Lender, by its acceptance of the benefits of this Agreement and the other Collateral Documents creating Liens to secure the Obligations:

(a) acknowledges that it has received a copy of the Intercreditor Agreement and is satisfied with the terms and provisions thereof;

(b) authorizes and instructs the Term Agent to (i) enter into the Intercreditor Agreement, as agent and on behalf of such Term Lender, (ii) to exercise all of Term Agent’s rights and to comply with all of its obligations under the Intercreditor Agreement and to take all other actions necessary to carry out the provisions and intent thereof and (iii) to take actions on its behalf in accordance with the terms of the Intercreditor Agreement;

(c) agrees that it will be bound by and will take no actions contrary to the provisions of the Intercreditor Agreement, in each case, as if it was a signatory thereto;

(d) consents to the treatment of Liens provided for under the Intercreditor Agreement and in furtherance thereof authorizes the Term Agent,

(e) authorizes and directs the Term Agent to execute and deliver, in each case on behalf of such Secured Party and without any further consent or authorization from such Term Lender, any amendments, supplements or other modifications of the Intercreditor Agreement; and

(f) agrees that no Term Lender shall have any right of action whatsoever against the Term Agent as a result of any action taken by the Term Agent pursuant to this Section 9.5 or in accordance with the terms of the Intercreditor Agreement.

9.6 Intercreditor Agreement Governs. This Agreement and the other Loan Documents are subject to the terms and conditions set forth in any Intercreditor Agreement, in all respects and, in the event of any conflict between the terms of any Intercreditor Agreement and this Agreement, the terms of any Intercreditor Agreement shall govern. Notwithstanding anything herein to the contrary, the lien and security interest granted to the Term Agent pursuant to any Loan Document, and the exercise of any right or remedy in respect of the Collateral by the Term Agent hereunder, under any other Loan Document and any other agreement entered into in connection with the foregoing are subject to the provisions of any Intercreditor Agreement and in the event of any conflict between the terms of any Intercreditor Agreement, this Agreement, any other Loan Document and any other agreement entered into in connection with the foregoing, the terms of any Intercreditor Agreement shall govern and control with respect to the exercise of any such right or remedy or the Loan Parties’ covenants and obligations.

ARTICLE X.

DEFINITIONS; OTHER INTERPRETIVE PROVISIONS

10.1 Defined Terms. The following terms have the following meanings:

“Acceptable Appraisal” means, with respect to an appraisal of the FCC Licenses or in connection with any determination of the Specified Option Value, the most recent appraisal of such property received by the Term Agent (a) from an appraisal company satisfactory to Term Agent, (b) the scope and methodology (including, to the extent relevant, any sampling procedure employed by such appraisal company) of which are satisfactory to the Term Agent, and (c) the results of which are satisfactory to the Term Agent, in each case, in its Permitted Discretion.

“Accommodation Payment” has the meaning set forth in Section 8.22(d).

“Account” means an account as that term is defined in the Code.

“Account Debtor” means any Person who is obligated on an Account, chattel paper, intangible or general intangible.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business, division, or unit of a Person, (b) the acquisition of in excess of fifty percent (50%) of the Stock and Stock Equivalents of any Person or otherwise causing any Person to become a Subsidiary of a Borrower, or (c) a merger or consolidation or any other combination with another Person.

“Activation Notice” has the meaning set forth in Section 4.11(b).

“Adjusted Base Rate” means, for any day, a rate per annum equal to the greatest of (a) the Base Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%, (c) the sum of (i) the Adjusted Term SOFR Rate (after, solely in the case of the Term Loans, giving effect to any Adjusted Term SOFR Rate Floor) that would be payable on such day for a Term SOFR Loan with a one-month Interest Period plus (ii) 1.00%, and (d) 2.50%. Any change in the Adjusted Base Rate due to a change in the Base Rate, the Adjusted Term SOFR Rate or the Federal Funds Effective Rate shall be effective from and including the Closing Date of such change in the Base Rate, the Adjusted Term SOFR Rate or the Federal Funds Effective Rate, respectively.

“Adjusted Term SOFR Rate” means, for purposes of any calculation, the rate per annum equal to Term SOFR for such calculation provided, that, for the purposes of this calculation, Term SOFR as of any determination date shall ever be less than the Floor, then for the purpose of calculating Adjusted Term SOFR Rate, Term SOFR shall be deemed to be a rate per annum equal to the Floor.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to any Person, each officer, director, general partner or joint-ventures of such Person and any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person; provided, however, that no Secured Party shall be an Affiliate of any Borrower or of any Subsidiary of any Borrower solely by reason of the provisions of the Loan Documents. For purposes of this definition, “control” means the possession of either (a) the power to vote, or the beneficial ownership of, 10% or more of the voting Stock of such Person (either directly or through the ownership of Stock Equivalents) or (b) the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent Report” has the meaning set forth in Section 7.5(c).

“Agreement” has the meaning specified in the preamble to this Agreement.

“Allocable Amount” has the meaning set forth in Section 8.22(d).

“Anti-Corruption Laws” means any and all laws, ordinances and regulations in any jurisdiction where any Loan Party or any of their Subsidiaries is located or doing business from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010.

“Anti-Terrorism Laws” means any and all laws or regulations in effect from time to time in any jurisdiction where any Loan Party or any of their Subsidiaries is located or doing business relating to anti-money laundering and terrorism, including, without limitation, Executive Order No. 13224 (effective September 24, 2001) and the Patriot Act.

“Applicable Margin” means (a) with respect to Term Loans using Adjusted Term SOFR Rate, 6.00%, and (b) with respect to Term Loans that using Adjusted Base Rate, 5.00%.

“Applicable Reference Period” means, at any date of determination, the then most recent period of four (4) consecutive Fiscal Quarters for which financial statement have been or are required under Section 4.1 to have been delivered to the Term Agent.

“Approved Fund” means, with respect to any Term Lender, any Person (other than a natural Person) that (a) (i) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the Ordinary Course of Business or (ii) temporarily warehouses loans for any Term Lender or any Person described in clause (i) above and (b) is advised or managed by (i) such Term Lender, (ii) any Affiliate of such Term Lender or (iii) any Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages such Term Lender.

“ASR Number” means the Antenna Structure Registration number assigned by the FCC to certain antenna structures in connection with the operations of broadcast stations.

“Assignment” means an assignment agreement entered into by a Term Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions of Section 8.9 (with the consent of any party whose consent is required by Section 8.9), accepted by the Term Agent, substantially in the form of Exhibit B or any other form approved by the Term Agent.

“Attorney Costs” means and shall include any and all reasonable and documented attorneys’ fees that are incurred by the Term Agent or any other Secured Party incident to, arising out of, or in any way in connection with the Term Agent’s or other Secured Party’s interests in, or defense of, any action, claim, proceeding or the Term Agent’s or other Secured Party’s enforcement of its rights and interests with respect to any Collateral or otherwise under any Loan, or any Loan Document, which shall include all attorneys’ fees incurred by the Term Agent and other Secured Parties (including, without limitation, all expenses of litigation or preparation therefor whether or not the Term Agent or applicable Secured Party is a party thereto) whether or not a suit or action is commenced, and all costs in collection of sums due during any work out or with respect to settlement negotiations, or the cost to defend the Term Agent or other Secured Party or to enforce any of its rights, including, without limitation, during any Insolvency Proceeding.

“Audio Adjusted EBITDA” means, Consolidated EBITDA with respect to the Radio Segment plus, without duplication, (A) the amount of pro forma run rate cost savings, operating expense reductions, other operating improvements, restructuring charges and cost-saving synergies projected by the Borrower in good faith to be realized during such period with respect to the Radio Segment (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken or with respect to which substantial steps have been, will be or are expected to be taken in connection with the Estrella Transactions or any acquisition, disposition, restructuring and cost-saving initiative or other similar initiative by the Borrower or any Loan Party, any operational changes (including operational changes arising out of the modification of contractual arrangements (including renegotiation of lease agreements, utilities and logistics contracts and insurance policies, as well as purchases of leased real properties)) or headcount reductions, net of the amount of actual benefits realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such actions; provided that (x) such cost savings, operating expense reductions, other operating improvements and synergies are reasonably expected and factually supportable as determined in good faith by the Borrower; (y) such actions are to be taken and the results with respect thereto are to be achieved within (I) in the case of any such cost savings, operating expense reductions, other operating improvements and synergies in connection with the Transactions, fifteen (15) months after the Closing Date and (II) in all other cases, within fifteen (15) months after the consummation of the acquisition, disposition or operational change, which is expected to result in such cost savings, operating expense reductions, other operating improvements or synergies, as applicable, and in each case of clause (I) and (II), for the avoidance of doubt, it being understood that any such “run rate” cost savings, operating expense reductions, operational improvements (excluding any increases in revenue), restructuring charges and synergies shall be added to Consolidated EBITDA during the entirety of the period for which the Borrower expects to realize such cost savings, operating expense reductions, operational improvements (excluding increases in revenue) and synergies and that, if “run rate” cost savings, operating expense reductions, operational improvements (excluding any increases in revenue) and synergies are included in any pro forma calculations based on such actions, then on and after the date that is fifteen (15) months after the date of such consummation of the acquisition, disposition or operational change, such pro forma calculations shall no longer give effect to such cost savings to the extent that realization did not actually occur during such fifteen (15) month period (z) amounts added back to this clause (A) shall not exceed $4,000,000 per Fiscal Year; minus (B) corporate expenses of all Loan Parties (calculated on a pro forma basis); provided further, that, no addbacks shall be included in the calculation of Audio Adjusted EBITDA to the extent included in the calculation of Consolidated EBITDA.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 9.4.

“Average Delayed Draw Availability” means, with respect to any period, the sum of the aggregate amount of unused Delayed Draw Term Loan Commitments for each Business Day in such period (calculated as of the end of each respective Business Day) divided by the number of Business Days in such period.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 5 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.), as amended.

“Bankruptcy Event” means the occurrence of any of the following:

(a) MediaCo or any other Loan Party becomes insolvent within the meaning of 11 U.S.C. §101(32) (or any equivalent or similar provision of other Debtor Relief Law applicable to the Loan Parties);

(b) MediaCo or any other Loan Party generally does not or becomes unable to pay its debts or meet its liabilities as the same become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its Indebtedness, or proposes a compromise or arrangement or deed of company between it and any class of its creditors;

(c) MediaCo or any other Loan Party commits an act of bankruptcy or makes an assignment of its property for the general benefit of its creditors or makes a proposal of such an assignment (or files a notice of its intention to do so);

(d) MediaCo or any other Loan Party institutes a proceeding seeking to adjudicate it as insolvent, or seeking liquidation, dissolution, winding-up, reorganization, restructuring, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), or composition of it or its debts or any other relief, under any applicable Debtor Relief Law or at common law or in equity, or files an answer admitting the material allegations of a petition filed against it in any such proceeding;

(e) MediaCo or any other Loan Party applies for the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property;

(f) Any petition is filed, application made, or other proceeding instituted against or in respect of MediaCo or any other Loan Party:

(i) seeking to adjudicate it as insolvent;

(ii) seeking a receiving order against it;

(iii) seeking liquidation, dissolution, winding-up, reorganization, restructuring, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of creditors generally (or any class of creditors), deed of company arrangement or composition of it or its debts or any other relief under any law, now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors or at common law or in equity; or

(iv) seeking the entry of an order for relief or the appointment of, or the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property,

and, in each case under this clause (f), such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of sixty (60) days after the institution thereof; provided that if an order, decree or judgment is granted or entered (whether or not subject to appeal) against MediaCo or any other Loan Party thereunder in the interim, such grace period will cease to apply; provided, further, that if MediaCo or any other Loan Party files an answer admitting the material allegations of a petition filed against it in any such proceeding prior to such date, the grace period will cease to apply.

(g) MediaCo, any other Loan Party or any FCC License Holder takes any action, corporate or otherwise, including, an affirmative vote by the Board or the board of directors (or equivalent management or oversight body) of any other Loan Party, to commence any Insolvency Proceeding or to approve, effect, consent to or authorize any of the actions described in the clauses (a)-(f) above, or otherwise acts in furtherance thereof;

(h) Any other event or circumstance occurs which, under applicable Debtor Relief Laws, has an effect equivalent to any of the events or circumstance referred to in the other clauses of this definition.

“Base Rate” means the rate of interest per annum equal to the rate last quoted by The Wall Street Journal as the “U.S. prime rate” or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Term Agent) or any similar release by the Board (as determined by the Term Agent). Each change in the Base Rate shall be effective on the date such change is publicly announced as effective. The Base Rate is not necessarily intended to be the lowest rate of interest determined by the Term Agent in connection with extensions of credit.

“Base Rate Loan” means a Loan bearing interest at a fluctuating rate determined by reference to the Adjusted Base Rate.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided, that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (b) of Section 9.4.

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Term Agent for the applicable Benchmark Replacement Date:

(a) the sum of (i) Daily Simple SOFR and (ii) the Benchmark Replacement Adjustment or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Term Agent and any Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clauses (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Term Agent and any Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes including changes to the definition of “Adjusted Base Rate,” the definition of “Adjusted Term SOFR Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period,” or any similar analogous definition, timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters that the Term Agent decides (in consultation with the Borrower Representative) may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Term Agent in a manner substantially consistent with market practice (or, if the Term Agent decides (in consultation with the Borrower Representative) that adoption of any portion of such market practice is not administratively feasible or if the Term Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Term Agent decides is reasonably necessary in connection with the administration of this Agreement).

“Benchmark Replacement Date” means a date and time determined by the Term Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clauses (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clauses (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 2.12(f) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with this Section 2.12(f).

“Beneficial Ownership Certification” means a certification regarding beneficial ownership of any Borrower as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) other than a Multiemployer Plan, to which any Borrower incurs or otherwise has any obligation or liability, contingent or otherwise.

“Board” means MediaCo’s board of directors (or equivalent management or oversight body) as elected from time to time in accordance with the Organization Documents and bylaws of MediaCo in effect from time to time.

“Borrower Materials” has the meaning specified in Section 8.10(e).

“Borrower Representative” means MediaCo in its capacity as set forth in Section 8.25.

“Borrowers” has the meaning specified in the preamble to this Agreement.

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“Borrowing” means the borrowing of a Term Loan.

“Borrowing Base” means, as of any date of determination, the result of:

(a) 85% multiplied by the face amount of Eligible Accounts, plus

(b) 25% multiplied by the FCC License Appraised Value, plus

(d) Reserves implemented by the Term Agent in its Permitted Discretion;

provided, (i) until the delivery of field examinations in respect of the Eligible Accounts of the Loan Parties, in each case, in form and substance reasonably acceptable to the Term Agent, prepared by Persons reasonably acceptable to the Term Agent (the “Initial Field Examination”), clause (a) of the Borrowing Base shall be deemed to be $12,304,000; provided, further, that if the Initial Field Examination is not delivered to the Term Agent on or prior to May 8, 2024 (or such later date as may be agreed by Term Agent in its sole discretion) then, from and after such date, clause (a) of the Borrowing Base shall be deemed to be $0 and (ii) following delivery to Term Agent of the Initial Field Examination and upon not less than three (3) days’ notice, the Term Agent may (in its Permitted Discretion and without limitation of the Term Agent’s rights pursuant to the definition of Reserves or any other provision of this Agreement) adjust standards of eligibility, advance rates and Reserve criteria for Eligible Accounts in light of such Initial Field Examination; provided, further, that the Term Agent shall not be required to provide notice with respect to changes to Reserves based on mathematical calculations.

Provided, further, that, for the avoidance of doubt, the Borrowing Base shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Term Agent, as adjusted to give effect to any Reserves implemented, increased, reduced or otherwise modified following such delivery in the Permitted Discretion of the Term Agent (without notice to the Borrower or any other Loan Party).

“Borrowing Base Certificate” means a certificate substantially in the form of Exhibit I hereto (with such changes therein as may be required by the Term Agent to reflect the components of and reserves against the Borrowing Base as provided for hereunder from time to time) in accordance with the terms hereof.

“Borrowing Base Ratio” means, as of the end of any fiscal month the ratio of (x) the Borrowing Base as at the end of such fiscal month (calculated pursuant to the Borrowing Base Certificate delivered pursuant to Section 4.2(c)) to (y) the aggregate outstanding principal amount of Term Loans as at the end of such fiscal month.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that when used in connection with a Term SOFR Loan, the term “Business Day” shall also exclude any day that is not a U.S. Government Securities Business Day.

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“Capital Adequacy Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any Term Lender or of any corporation controlling a Term Lender.

“Capital Expenditures” means, with respect to the Borrowers and their Subsidiaries for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset, net of any proceeds or credits received upon a sale or trade of existing assets.

“Capital Lease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any Property by such Person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP.

“Capital Lease Obligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any sale leaseback transaction of any Person or any synthetic lease, the amount of all obligations of such Person that is (or that would be, if such synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP.

“Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Term Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) or (d) above shall not exceed 360 days.

“Cash Payment Conditions” means, with respect to any cash payment under Section 5.10(e), the following conditions:

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(a) no default or Event of Default has occurred and is continuing or would result from such payment;

(b) the Borrowers and their Subsidiaries are in compliance with the financial covenants set forth in Section 5.22, measured as of the last day of the Applicable Reference Period at such time (but with Liquidity measured as of the date of, and immediately after giving effect to such payment) and determined on a pro forma basis; and

“Change in Control” means that, at any time, (a) one or more Standard General Controlled Funds fail to own and control, directly or indirectly, fifty-one percent (51%) or more of the aggregate Voting Power represented by the issued and outstanding Stock of MediaCo, (b) a majority of the members of the Board do not constitute Continuing Directors, or (c) MediaCo fails to own and control, directly or indirectly, 100% of the Stock of each other Borrower and any other direct or indirect Subsidiary of MediaCo formed or acquired after the Closing Date free and clear of all Liens (other than the Liens in favor of the Term Agent pursuant to the Loan Documents and other Liens permitted hereunder).

“Closing Date” means April 17, 2024.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” means all Property and interests in Property and proceeds thereof now owned or hereafter acquired by any Borrower, upon which a Lien in favor of the Term Agent, on behalf of itself, the Term Lenders and the other Secured Parties, is granted, purported to be granted or otherwise exists, in each case, to secure the Obligations, whether under this Agreement or under any Collateral Document.

“Collateral Assignment” means (i) that certain Collateral Assignment of Material Contracts in connection with the Option Agreement, (ii) that certain Collateral Assignment of Material Contracts in connection with the TV Affiliation Agreement and (iii) that certain Collateral Assignment of Material Contracts in connection with the Radio Affiliation Agreement, each as delivered in accordance with Section 4.19 hereof.

“Collateral Documents” means, collectively, the Security Agreement, the Mortgages (if any), each Control Agreement, each Collateral Assignment, all other security agreements, pledge agreements, patent security agreements, copyright security agreements, trademark security agreements, lease assignments, guaranties and other similar agreements, and all amendments, restatements, modifications or supplements thereof or thereto, by or between any one or more of any Borrower and the Term Agent for the benefit of the Term Agent, the Term Lenders and other Secured Parties now or hereafter delivered to the Term Agent pursuant to or in connection with the transactions contemplated hereby, and all financing statements (or comparable documents now or hereafter filed in accordance with the UCC or comparable law) against any such Person as debtor in favor of the Term Agent for the benefit of the Term Agent, the Term Lenders and the other Secured Parties, as secured party, as any of the foregoing may be amended, restated and/or modified from time to time.

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“Commitment” means, with respect to each Term Lender, its Initial Term Loan Commitment and/or its Delayed Draw Term Loan Commitment, as the context requires, in each case, as such Dollar amounts are set forth beside such Term Lender’s name under the applicable heading on Schedule 1.1 to the Agreement, or in the Assignment pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 8.9 of the Agreement.

“Communications Act” means the Communications Act of 1934, as amended, and any similar or successor Federal statute, and the rules and regulations of the FCC or any other similar or successor agency thereunder.

“Communications Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by a Governmental Authority (including the FCC) relating in any way to the use of radio frequency spectrum or the offering or provision of video, communications, telecommunications or information services (including the Communications Act).

“Competitor” means (i) any competitor of any Loan Party that is an operating company directly and primarily engaged in the same or a substantially similar line of business as such Loan Party and (ii) any customer and supplier of any Loan Party (other than any customer or supplier that is a bank, financial institution, other institutional lender or an affiliate thereof).

“Compliance Certificate” means a certificate of the Borrowers in substantially the form of Exhibit C.

“Consolidated” means, when used to modify a financial term, test, statement, or report of a Person, the application or preparation of such term, test, statement or report (as applicable) based upon the consolidation, in accordance with GAAP, of the financial position, cash flows, or operating results of such Person and its Subsidiaries.

“Consolidated EBITDA” means, with respect to any Person and its Subsidiaries on a Consolidated basis for any period, Consolidated Net Income for such period plus (a) without duplication and to the extent deducted in determining Consolidated Net Income for such period, the sum of (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, (iii) all amounts attributable to depreciation and amortization expense for such period, (iv) any extraordinary non-cash charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash charge in respect of an item that was included in Consolidated Net Income in a prior period), (vi) unusual or non-recurring charges, expenses or losses not to exceed twenty (20%) of Consolidated EBITDA in any fifteen (15) month period (calculated prior to giving effect to such addbacks and adjustments), (viii) cash restructuring charges and business optimization charges, including charges related to the pre-opening, opening, closure or consolidation of facilities, retention charges, transition, redundancy and contract termination charges, recruiting, retention, relocation, severance and signing bonuses and charges, systems establishment charges, conversion charges, excess pension charges, curtailments or modifications to pension and post-retirement employee benefit plans, (ix) adjustments and add-backs specifically identified in the Sponsor Model and (x) to the extent paid or payable in cash, expenses incurred in such period in connection with entering into (1) Permitted Indebtedness and any amendments thereto, (2) the Estrella Acquisition, (3) this Agreement and any amendments, waivers or modifications thereto, minus (b) without duplication and to the extent included in Consolidated Net Income, (i) any cash payments made during such period in respect of non-cash charges described in clause (a)(v) taken in a prior period, (ii) benefit for income taxes and (iii) any unusual or non-recurring gains and any non-cash items of income for such period, all calculated for MediaCo and its Subsidiaries on a consolidated basis in accordance with GAAP.

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“Consolidated Interest Expense” means, with respect to any Person and its Subsidiaries on a Consolidated basis for any period, (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest paid or payable with respect to discontinued operations, (c) the portion of rent expense under Capital Leases that is treated as interest in accordance with GAAP, and (d) any losses on hedging obligations or other derivative instruments entered into for the purpose of hedging interest rate risk.

“Consolidated Net Income” means, for any period, the consolidated net income (or loss) of MediaCo and its Subsidiaries, determined on a Consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the MediaCo or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which the MediaCo or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by the MediaCo or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirements of Law applicable to such Subsidiary.

“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person: (a) with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (b) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (c) with respect to any performance bonds, bonds, bank guaranties issued under bank facilities or otherwise or other similar instruments, (d) under any Rate Contracts; (e) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (f) for the obligations of another Person through any agreement to purchase, repurchase or otherwise acquire such obligation or any Property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another Person. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guarantied or otherwise supported or, if not a fixed and determined amount, the maximum amount so guarantied or supported.

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“Continuing Director” means (a) any member of the Board who was a director of MediaCo on the Closing Date, and (b) any individual who becomes a member of the Board after the Closing Date if such individual was approved, appointed or nominated for election to the Board by a majority of the Continuing Directors, but excluding any such individual originally proposed for election in opposition to the directors of the Board in office at the Closing Date in an actual or threatened election contest relating to the election of the directors of MediaCo and whose initial assumption of office resulted from such contest or the settlement thereof.

“Contractual Obligations” means, as to any Person, any provision of any security (whether in the nature of Stock, Stock Equivalents or otherwise) issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement (other than a Loan Document) to which such Person is a party or by which it or any of its Property is bound or to which any of its Property is subject.

“Control Account” means each deposit account, securities account, or commodities account now or hereafter owned by the Borrowers, other than an Excluded Account.

“Control Agreement” means, with respect to any deposit account, securities account, commodity account, securities entitlement or commodity contract, an agreement, in form and substance reasonably satisfactory to the Term Agent, among the Term Agent, the financial institution or other Person at which such account is maintained or with which such entitlement or contract is carried and any Borrower maintaining such account, entitlement or contract, as applicable, effective to grant “control” (within the meaning of Articles 8 and 9 under the applicable UCC) over such account to the Term Agent.

“Controlled Group” means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with any Person, are treated as a single employer under Section 414 of the Code.

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.

“Customary Permitted Encumbrances” means:

(a) Liens imposed by law for taxes, assessments or governmental charges or levies that are not yet due and payable or are being contested in compliance with Section 4.7(a);

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(b) carriers’, warehousemen’s, landlord’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the Ordinary Course of Business and securing obligations that are not overdue by more than 60 days or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance with GAAP are being maintained;

(c) pledges and deposits made in the Ordinary Course of Business (i) in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations and (ii) to secure bids, tenders, leases (other than Capital Leases), surety bonds and similar obligations;

(d) Liens (including rights of set off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits permitted by this Agreement and Liens in favor of collecting banks arising in the Ordinary Course of Business and pursuant to the UCC;

(e) judgment liens in respect of judgments (other than for payment of Taxes, assessments or other governmental charges) that do not constitute an Event of Default under Section 6.1(h);

(f) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business;

(g) easements, zoning, entitlement, land use, or environmental restrictions or regulations, rights-of-way, covenants, conditions, restrictions, minor defects and irregularities in title and similar encumbrances on real property imposed by law or arising in the Ordinary Course of Business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the Ordinary Course of Business of any Borrower or any Subsidiary;

(h) [reserved];

(i) any right reserved to any Governmental Authority to regulate the affected property (including restrictions stated in any permits), provided that none are currently violated, and none grant to any Governmental Authority the right, whether or not then currently exercisable, to cause any forfeiture of all or any part of the Real Estate subject thereto; and

(j) liens on the unearned portion of insurance premiums, dividends and loss payments securing the financing of insurance premiums.

provided that the term “Customary Permitted Encumbrances” shall not include any Lien securing Indebtedness.

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“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Term Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Term Agent decides that any such convention is not administratively feasible for the Term Agent, then the Term Agent may establish another convention in its reasonable discretion.

“DDTL Availability Period” means the period commencing with the Closing Date and ending on the date that is the one (1) year anniversary of the Closing Date.

“DDTL Facility” has the meaning specified therefor in Section 1.1(a)(ii).

“Debtor Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, arrangement, compromise, receivership, insolvency, reorganization, or similar debtor relief laws (including applicable provisions of any corporate laws) of the United States or any state thereof or other applicable jurisdictions from time to time in effect.

“Default” means any event or circumstance that, with the passing of time or the giving of notice or both, would (if not cured or otherwise remedied during such time) become an Event of Default.

“Delayed Draw Borrowing Date” means any date on which a Delayed Draw Term Loan is funded.

“Delayed Draw Term Lender” means a Term Lender that has a Delayed Draw Term Loan Commitment or that has an outstanding Delayed Draw Term Loan.

“Delayed Draw Term Loan” has the meaning specified therefor in Section 1.1(a)(ii).

“Delayed Draw Term Loan Commitment” means, with respect to each Term Lender, its Delayed Draw Term Loan Commitment, and, with respect to all Term Lenders, their Delayed Draw Term Loan Commitments, in each case, as such Dollar amounts are set forth beside such Term Lender’s name under the applicable heading on Schedule 1.1 to the Agreement or in the Assignment pursuant to which such Lender became a Lender under the Agreement, as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section 13.1 of the Agreement.

“Disposition” (or similar words such as “Dispose”) means, with respect of any Person, the sale, transfer, lease, contribution, conveyance (including by way of merger) of, or the granting of options, warrants or other rights to, any of such Person’s or its Subsidiaries’ assets (including accounts receivables and Stock of Subsidiaries), disposition of assets or property to any other Person, including, but not limited to, any allocation of assets among newly divided limited liability companies in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws), including but not limited to, Section 18-217 of the Delaware Limited Liability Company Act.

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“Disqualified Equity Interests” means any Stock Equivalents that, by their terms (or by the terms of any security into which they are convertible or for which they are exchangeable) or upon the happening of any event, mature or are mandatorily redeemable for any consideration other than for Qualified Equity Interests, pursuant to a sinking fund obligation or otherwise, or are convertible or exchangeable for Indebtedness or redeemable for any consideration other than other Qualified Equity Interests at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the earlier of (i) the Closing Date and (ii) the first date on which none of the Indebtedness or other obligations, or commitments, remain outstanding under any Loan Document.

“Disqualified Lenders” means (i) those Persons who are Competitors and (ii) any known Affiliate of any Person referred to in clause (i) above that is either (x) readily identifiable as such on the basis of such Affiliate’s name or (y) identified in writing by the Borrower on a list provided to the Term Agent from time to time, each such update to be subject to the written acceptance and acknowledgement of the Term Agent (which acceptance and acknowledgement shall not be unreasonably withheld, conditioned or delayed); provided that (x) an Affiliate of a Competitor shall not include any such Affiliate that is primarily engaged in, or that advises funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and with respect to which any such Person referred to in clause (i) above does not, directly or indirectly, possess the power to direct or cause the direction of the investment policies of such entity and (y) if the Term Agent or any Term Lender seeks the deletion from any such list of any such Person which, in the reasonable judgment of the Term Agent or such Term Lender, as applicable, no longer meets the descriptions contained in this definition, the Term Agent or such Term Lender, as applicable, shall provide the Borrower with written request seeking Borrower’s prompt approval therefor, which approval shall not be unreasonably withheld or delayed. For the avoidance of doubt, designations of Disqualified Lenders shall not apply retroactively to disqualify any Persons that have previously acquired an assignment in the Loans.

“Dollars”, “dollars” and “$” each mean lawful money of the United States of America.

“E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.

“E-System” means any electronic system approved by the Term Agent, including Intralinks® and ClearPar® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Term Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” means any public administrative authority, or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail, or otherwise to or from an E-System.

“Eligible Accounts” means those Accounts created by a Loan Party in the ordinary course of its business, that arise out of its sale of goods or rendition of services in the United States that satisfies the following criteria at the time of creation and continues to meet the same at the time of such determination: such Account (i) has been earned by full performance and represents the bona fide amounts due to a Borrower from an Account Debtor, and in each case originated in the ordinary course of business of such Borrower, and (ii) is not ineligible for inclusion in the calculation of the Borrowing Base pursuant to any of clauses (a) through (r) below. Without limiting the foregoing, to qualify as an Eligible Accounts, an Account shall indicate no Person other than a Borrower as payee or remittance party. In determining the amount to be so included, the face amount of an Account shall be reduced by, without duplication, to the extent not reflected in such face amount, (i) the amount of all accrued and actual discounts, claims, credits or credits pending, promotional program allowances, price adjustments, finance charges or other allowances (including any amount that a Borrower may be obligated to rebate to a customer pursuant to the terms of any written agreement or understanding), and (ii) the aggregate amount of all cash received in respect of such Account but not yet applied by the Borrowers to reduce the amount of such Eligible Account. Any Accounts meeting the foregoing criteria shall be deemed Eligible Accounts but only as long as such Account is not included within any of the following categories, in which case such Account shall not constitute an Eligible Account:

(a) Accounts that are not evidenced by an invoice;

(b) Accounts that have been outstanding for more than ninety (90) days from the invoice date; or more than sixty (60) days past the due date or Accounts with selling terms of more than ninety (90) days; (c) Accounts due from any Account Debtor for which more than 50.0% of the Accounts owing from such Account Debtor and its Affiliates are ineligible under clause (b) above.

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(d) Accounts with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien (other than Liens granted to the Term Agent pursuant to the Collateral Documents and other Permitted Liens) or which are not subject to a first priority Lien in favor of the Term Agent;

(e) Accounts which are disputed or with respect to which a claim, counterclaim, offset, make good liability or chargeback has been asserted, but only to the extent of such dispute, counterclaim, offset, make good liability or chargeback;

(f) Accounts (i) arising out of any sale made not in the ordinary course of business, (ii) made on a basis other than upon credit terms usual to the business of the Borrowers, (iii) not payable in Dollars or (iv) with respect to which the services giving rise to such Account have not been performed and billed to the Account Debtor;

(g) Accounts which do not conform in all material respects to all representations, warranties or other provisions in the Loan Documents relating to Accounts;

(h) Accounts which are owed by any Affiliate of a Loan Party or Accounts owed by any employee of a Loan Party;

(i) Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, to the knowledge of the Borrower is not solvent, has gone out of business, or as to which a Loan Party has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition of such Account Debtor;

(j) Accounts of a Loan Party with respect to which the Account Debtor is (i) the United States or any department, agency, or instrumentality of the United States (exclusive, however, of Accounts with respect to which such Loan Party has complied, to the reasonable satisfaction of Term Agent, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States;

(k) Accounts (i) owing from any Person that is also a supplier to or creditor of a Loan Party or any of its Subsidiaries unless such Person has waived any right of setoff in a manner reasonably acceptable to the Term Agent, (ii) representing any manufacturer’s or supplier’s credits, discounts, incentive plans or similar arrangements entitling a Loan Party or any of its Subsidiaries to discounts on future purchase therefrom, (iii) representing a progress billing, (iv) with respect to which any Loan Party or Subsidiary thereof has received a loan or advance payment, to the extent of such loan or payment, or (v) to the extent relating to payment of interest, fees or late charges; (l) Accounts arising out of sales on a bill-and-hold, guaranteed sale, sale-or-return, sale on approval or consignment basis or subject to any right of return, setoff or charge back;

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(m) with respect to which the Account Debtor either (i) does not maintain its chief executive office in the United States, or (ii) is not organized under the laws of the United States or any state thereof, or (iii) is the government of any foreign country or sovereign state, or of any state, province, municipality, or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof, unless (A) the Account is supported by an irrevocable letter of credit reasonably satisfactory to Term Agent (as to form, substance, and issuer or domestic confirming bank) that has been delivered to Term Agent and is directly drawable by Term Agent, or (B) the Account is covered by credit insurance in form, substance, and amount, and by an insurer, reasonably satisfactory to Term Agent;

(n) Accounts evidenced by a promissory note or other instrument which has not been assigned or endorsed and delivered to Term Agent, or Accounts that have been reduced to judgment;

(o) Accounts consisting of amounts due from vendors as rebates or allowances;

(p) Accounts which are in excess of the credit limit for such Account Debtor established by the Loan Parties in the ordinary course of business and consistent with past practices;

(q) Accounts which include extended payment terms (datings) beyond those generally furnished to other Account Debtors in the ordinary course of business or that have been redated, extended, compromised, settled or otherwise modified or discounted without the consent of the Term Agent;

(r) Accounts, the collection of which, Term Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the Account Debtor’s financial condition; or

(s) Accounts with respect to which the Account Debtor is a Sanctions Target; or

(t) Accounts which the Term Agent determines in its reasonable discretion to be unacceptable for inclusion in accordance with the most recently delivered field examination.

“Emmis Radio Seller” means Emmis Communications Corporation, an Indiana corporation.

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“Emmis Subordinated Note” means the Unsecured Convertible Promissory Note dated as of November 25, 2019, made by MediaCo to the Emmis Radio Seller, in the original principal amount of $5,000,000.

“Environmental Laws” means all Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation and protection of human health and safety (to the extent relating to Hazardous Materials), the environment and natural resources, and including environmental transfer of ownership, notification or approval statutes.

“Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies, including the reasonable cost of environmental consultants and the reasonable cost of attorney’s fees) that may be imposed on, incurred by or asserted against any Borrower or any Subsidiary of any Borrower, and for purposes of Section 8.6(b) that may be imposed on, incurred by or asserted against any Indemnitee, as a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any Release and resulting from the ownership, lease, sublease or other operation of Real Estate by any Borrower or any Subsidiary of any Borrower, whether on, prior or after the date hereof.

“Equipment” means all “equipment,” as such term is defined in the UCC, now owned or hereafter acquired by any Borrower, wherever located.

“Equity Issuance” means, any issuance by any Loan Party or any Subsidiary to any Person of its Stock or Stock Equivalents.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, collectively, any Borrower and any Person under common control or treated as a single employer with, any Borrower, within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means any of the following: (a) a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan; (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal within the meaning of Sections 4203 or 4205 of ERISA of any ERISA Affiliate from any Multiemployer Plan; (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA; (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA; (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due; (h) the imposition of a Lien under Section 412 or 430(k) of the Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate; (i) a written determination from the Internal Revenue Service or any other Governmental Authority regarding the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder; (j) a Title IV Plan is in “at risk” status within the meaning of Code Section 430(i); (k) a Multiemployer Plan is in “endangered status” or “critical status” within the meaning of Section 432(b) of the Code; (l) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan; or (m) the imposition of any material liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent.

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“Erroneous Payment” has the meaning assigned to it in Section 8.26(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 8.26(d)(i).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 8.26(d)(i).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 8.26(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 8.26(e).

“Estrella” means Estrella Media, Inc., a Delaware corporation.

“Estrella Acquisition” means the Acquisition by MediaCo of certain assets of Estrella and the other Estrella Entities pursuant to the Estrella Acquisition Agreement, which Acquisition will be consummated on the Closing Date.

“Estrella Acquisition Agreement” means that certain Asset Purchase Agreement, dated as of the Closing Date, by and among MediaCo, as Parent, MediaCo Operations LLC, as Purchaser, Estrella, as the Company and SLF LBI Aggregator, LLC, as the Company Aggregator.

“Estrella Entities” means, collectively, Estrella and the other entities parties to the Estrella Acquisition Agreement.

“Estrella Transaction Document” has the meaning set forth in Section 2.1(b)(v).

“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

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“Event of Default” has the meaning set forth in Section 6.1. An Event of Default shall be deemed to be continuing unless and until such Event of Default has been waived in accordance with Section 8.1.

“Event of Loss” means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property; or (b) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property.

“Excess Cash Flow” means, for any Fiscal Year of the Borrowers, the excess (if any) of (a) Consolidated EBITDA for such Fiscal Year over (b) the sum (for such Fiscal Year) of (i) Consolidated Interest Expense actually paid or payable in cash by the Borrowers and their Subsidiaries, (ii) mandatory prepayments (together with any Exit Fee thereon), to the extent actually made, of the Term Loan pursuant to Section 1.7(c), (iii) all income taxes actually paid or payable in cash by the Borrowers and their Subsidiaries, (iv) Restricted Payments paid in cash by MediaCo in an amount not to exceed $3,000,000 during such Fiscal Year, and (v) Capital Expenditures actually made by the Borrowers and their Subsidiaries in such Fiscal Year, other than any Investment made by the Borrowers pursuant to Section 5.4(i).

“Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time.

“Excluded Accounts” means, collectively, (a) deposit accounts used as payroll accounts, trust accounts, accounts used for withholding tax, goods and services tax, sales tax or payroll tax; provided that, in all cases described in this definition, such accounts shall be “Excluded Accounts” only to the extent such accounts are funded by the Borrowers in the Ordinary Course of Business or as required by applicable law, such accounts are used exclusively for the purposes intended by such accounts and no other amounts are funded in such accounts, (b) zero balance accounts, and (c) deposit accounts including the funds on deposit therein, that has been pledged to secure Indebtedness or other obligations incurred under Section 5.5(l), in each case, to the extent such cash collateral is expressly permitted by Section 5.1(e) and is exclusively used for such purpose; provided, however, such deposit account and the funds on deposit therein shall constitute Collateral and not an Excluded Account from and after release and termination of the pledge and lien thereon, and upon such release and termination, all amounts from such Deposit Account shall be transferred to a deposit account subject to a Control Agreement.

“Excluded Assets” has the meaning assigned to it in the Security Agreement.

“Excluded Rate Obligation” means, with respect to any Loan Party, any Contingent Obligation under any Rate Contracts if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant under a Loan Document by such Loan Party of a security interest to secure, such Contingent Obligation (or any guaranty thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Loan Party, or grant by such Loan Party of a security interest, becomes effective with respect to such Contingent Obligation. If a Contingent Obligation under any Rate Contract arises under a master agreement governing more than one Rate Contract, such exclusion shall apply to only the portion of such Contingent Obligations that is attributable to Rate Contracts for which such Guarantee or security interest becomes illegal or unlawful.

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“Excluded Tax” means with respect to any Secured Party (a) Taxes imposed on or measured by net income (however denominated, including branch profits Taxes) and franchise Taxes imposed in lieu of net income Taxes, in each case (i) imposed as a result of such Secured Party being organized under the laws of, or having its principal office or, in the case of any Term Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document, or sold or assigned any interest in any Loan or Loan Document); (b) in the case of a Term Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Term Lender with respect to an applicable interest in a Term Loan pursuant to a law in effect on the date that such Person acquired such interest in a Term Loan or designated a new Lending Office (in each case, other than pursuant to a request by any Borrower), except in each case to the extent such Person was entitled before it designated a new Lending Office, or is a direct or indirect assignee of any other Secured Party that was entitled, at the time the assignment to such Person became effective, to receive additional amounts under Section 9.1(b) with respect to such Taxes; (c) Taxes that are attributable to the failure by any Secured Party to deliver the documentation required to be delivered pursuant to Section 9.1(f), and (d) any withholding Taxes imposed under FATCA.

“Exit Fee” shall have the meaning specified in Section 1.8(c)(i).

“FATCA” means sections 1471, 1472, 1473 and 1474 of the Code as of the date of this Agreement (and any amended or successor provisions thereto that is substantively comparable and not materially more onerous to comply with), the United States Treasury Regulations promulgated thereunder and published guidance with respect thereto, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“FCC” means the Federal Communications Commission, and any successor agency of the United States government exercising substantially equivalent powers.

“FCC License” means any governmental authorization, permit, license, approval, entitlement or accreditation for a main Station license held by an FCC License Holder granted by the FCC pursuant to the Communications Act, or by any other Governmental Authority pursuant to Communications Laws, to such FCC License Holder or assigned or transferred to any FCC License Holder pursuant to Communications Laws.

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“FCC License Appraised Value” means the appraised value of the FCC Licenses in full force and effect held by FCC License Holders based on the most recently delivered Acceptable Appraisal.

“FCC License Holder” means any Loan Party that has been issued and currently holds any FCC License.

“Federal Flood Insurance” means federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements located in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.

“Federal Funds Effective Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Term Agent on such day on such transactions as determined by the Term Agent.

“Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org, or any successor source.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

“Fee Letter” means the letter agreement, dated as of the Closing Date, between the Borrowers and the Term Agent, as amended from time to time.

“FEMA” means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program.

“Fiscal Month” means any of the monthly accounting periods of the Borrowers ending on last day of each calendar month.

“Fiscal Quarter” means any of the quarterly accounting periods of the Borrowers ending on last day of each calendar quarter.

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“Fiscal Year” means any of the annual accounting periods of the Borrowers ending on December 31 of each year.

“Flood Insurance” means, for any Real Estate located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance that (a) meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines and (b) shall be in an amount equal to the full, unpaid balance of the Term Loan and any prior Liens on the Real Estate but not to exceed the maximum amounts required under the National Flood Insurance Program with deductibles as required under the National Flood Insurance Program.

“Floor” means three and one-half percent (3.50%).

“Foreign Benefit Plan” means each material plan, fund, program or policy established under the law of a jurisdiction other than the United States (or a state or local government thereof), whether formal or informal, funded or unfunded, insured or uninsured, providing employee benefits, including medical, hospital care, dental, sickness, accident, disability, life insurance, pension, retirement or savings benefits, under which one or more of the Borrowers or their Subsidiaries have any liability with respect to any employee or former employee, but excluding any Foreign Pension Plan.

“Foreign Pension Plan” means a pension plan required to be registered under the law of a jurisdiction other than the United States (or a state or local government thereof), that is maintained or contributed to by one or more of the Borrowers or their Subsidiaries for their employees or former employees.

“Foreign Subsidiary” means, with respect to any Person, a Subsidiary of such Person that is not incorporated, organized or otherwise formed under the laws of the United States, any state thereof or the District of Columbia.

“Funds Flow Memorandum” shall have the meaning specified in Section 2.1(b).

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions and comparable stature and authority within the accounting profession) that are applicable to the circumstances as of the date of determination. Subject to Section 10.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the financial statements described in Section 3.11(a).

“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners).

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“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or Disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee shall be deemed to be an amount equal to the lesser of (i) the stated or determinable amount of the primary payment obligation in respect of which such Guarantee is made and (ii) the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary payment obligation and the maximum amount for which such guaranteeing Person may be liable are not stated or determinable, in which case the amount of the Guarantee shall be such guaranteeing Person’s maximum reasonably possible liability in respect thereof as reasonably determined by MediaCo in good faith in consultation with the Term Agent.

“Guarantor” means collectively, each Subsidiary of MediaCo that becomes a party to a Guaranty Agreement, and “Guarantors” means any two or more of them.

“Guaranty Agreement” means the guaranty agreement, dated as of the Closing Date, by the Loan Parties in favor of the Term Agent, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof and of this Agreement, including Section 4.13 hereof.

“Hazardous Material” means any substance, material or waste that is classified, regulated or otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or regulatory effect, including, without limitation, petroleum or any fraction thereof, asbestos, polychlorinated biphenyls and radioactive substances.

“HPS” means HPS Investment Partners, LLC.

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“Indebtedness” of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of Property or services (including earn-out obligations, but excluding trade payables entered into in the Ordinary Course of Business); (c) the face amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued by such Person; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of Property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such Property); (f) all Capital Lease Obligations; (g) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off balance sheet financing product; (h) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 90 days after the date specified in clause (a) of the definition of Termination Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends; (i) all indebtedness referred to in clauses (a) through (h) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; and (j) all Contingent Obligations described in clause (a) of the definition thereof in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above.

“Indemnified Matters” has the meaning set forth in Section 8.6(a).

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrowers under any Loan Document and (b) Other Taxes.

“Indemnitees” has the meaning set forth in Section 8.6(a).

“Initial Term Loan” has the meaning set forth in Section 1.1(a)(i).

“Initial Term Loan Commitment” means, with respect to a Term Lender, such Term Lender’s Pro Rata Percentage of the Initial Term Loan.

“Insolvency Proceeding” means any proceeding commenced by or against any Person or entity under any provision of the Bankruptcy Code, as amended, or under any other Debtor Relief Law (domestic or foreign), including assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with its creditors, or proceedings seeking reorganization, restructuring, receivership, insolvency, arrangement, or other relief.

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“Intellectual Property” means all rights, title and interests in intellectual property and industrial property arising under any Requirements of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names and Trade Secrets.

“Intercreditor Agreement” means that certain Intercreditor Agreement, dated as of the Closing Date, by and among the Term Agent and the Second Lien Agent.

“Interest Payment Date” means the first Business Day of each calendar month, commencing with May 1, 2024.

“Interest Period” means, in connection with a Term SOFR Loan, an interest period of one (1) month (a) initially, commencing on the date of Borrowing thereof; and (b) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (ii) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (iii) no Interest Period shall extend beyond the Termination Date. For purposes hereof, the date of a Term Loan or Borrowing initially shall be the date on which such Term Loan or Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Term Loan or Borrowing.

“Internet Domain Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating to internet domain names.

“Inventory” means all of the “inventory” (as such term is defined in the UCC) of the Borrowers.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Stock of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investments” has the meaning set forth in Section 5.4.

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“IP Ancillary Rights” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

“IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

“IRS” means the Internal Revenue Service of the United States and any successor thereto.

“LC Cash Collateral” has the meaning specified in Section 5.1(d).

“Lender Party” means U.S. Lender Party and Non-U.S. Lender Party.

“Lending Office” means, with respect to any Term Lender, the office or offices of such Term Lender specified as its “Lending Office” from time to time in writing to the Borrower Representative and the Term Agent.

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, Taxes, commissions (including brokerage commissions, fees and other similar compensation), charges, disbursements and expenses (including, without limitation, (a) Attorney Costs, and (b) those incurred upon any appeal or in connection with the preparation for and/or response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“Lien” means any mortgage, filing, deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or otherwise), security interest or other security arrangement and any other preference, priority or preferential arrangement of any kind or nature whatsoever, including those created by, arising under or evidenced by any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic or other financing lease having substantially the same economic effect as any of the foregoing.

“Liquidity” means, at any date of determination, the aggregate amount of unrestricted cash and Cash Equivalents of the Borrowers on deposit in Control Accounts subject to a Control Agreement. For the avoidance of doubt, (x) the undrawn amount of the DDTL Facility (if any) and (y) the amount of LC Cash Collateral, in each case shall not be included for purposes of calculating Liquidity.

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“Loan” means an extension of credit by a Lender to the Borrowers under Article II in the form of a Term Loan.

“Loan Documents” means this Agreement, the Guaranty Agreement, the Term Notes, the Fee Letter, the Collateral Documents, the Option Agreement, each Subordination Agreement, and all agreements, documents, instruments and certificates delivered from time to time to the Term Agent and/or any Term Lender in connection with any of the foregoing.

“Loan Parties” means the Borrowers and the Guarantors, and “Loan Party” means any of the foregoing.

“Mandatory Prepayment Event” has the meaning set forth in Section 1.7.

“Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

“Material Adverse Effect” means an effect that results in or causes, or would reasonably be expected to result in or cause, a material adverse effect on any of (a) the financial condition, business, income, assets, operations or Property of the Borrowers taken as a whole; (b) the ability of the Borrowers taken as a whole to perform their obligations under any Loan Document; or (c) the validity or enforceability of any Loan Document or the rights and remedies of the Term Agent, the Term Lenders and the other Secured Parties under any Loan Document.

“Material Contract” means (i) the Estrella Transaction Documents, (ii) any contract or agreement of the Borrowers or their respective Subsidiaries set forth on Schedule 3.23 or any Material Indebtedness Agreement and (iii) any other (a) debt instrument (excluding the Loan Documents); (b) lease (capital, operating or otherwise), whether as lessee or lessor thereunder; (c) contract, commitment, agreement, or other arrangement with any of its “Affiliates” (as such term is defined in the Exchange Act) other than a Borrower or its Subsidiaries; (d) management or employment contract or contract for personal services with any of its Affiliates that is not otherwise terminable at will or on less than ninety (90) days’ notice without liability; (e) collective bargaining agreement; or (f) other contract, agreement, understanding, or arrangement with a third party; that, as to subsections (a) through (f) above, loss of which would reasonably be expected to cause a Material Adverse Effect.

“Material FCC License” means each FCC License with an appraised value in excess of $2,000,000.

“Material Optioned License” means each Optioned License with an appraised value (pursuant to the Specified Option Value) in excess of $2,000,000.

“Material Indebtedness Agreement” means any debt instrument, lease (capital, operating or otherwise), guaranty, contract, commitment, agreement or other arrangement evidencing or entered into in connection with any Indebtedness of the Borrowers or any of their respective Subsidiaries equal to or in excess of the amount of $1,000,000.

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“MediaCo” has the meaning specified in the preamble to this Agreement.

“Minimum MOIC Amount” means, with respect to any Term Lender, as of any date of calculation, the aggregate payments made to such Term Lender which provides 1.2x MOIC for such Term Loan.

“MNPI” has the meaning set forth in Section 8.10(a).

“MOIC” means, with respect to Term Lender with respect to a Loan made by such Term Lender, as of any date of calculation, the quotient (expressed as a decimal) obtained by dividing (i) the sum of all fees, original issue discount, interest (exclusive of any portion of such interest that accrued at the Default Rate), premiums, principal and other payments received in immediately available funds in cash by such Lender in respect of such Term Loan (including with accreted interest to be paid in immediately available funds in cash) of such Lender since the Closing Date (or, if such Loan is advanced at a later date, the date such Loan is first advanced) (excluding, for the avoidance of doubt, any reimbursement of out-of-pocket costs or expenses and any indemnification payments made to the Term Lender not in respect of the Indebtedness), as the numerator and (ii) the highest principal amount at any time outstanding under this Agreement with respect to such Loan (including in such principal amount, any capitalized fees or interest, OID on such Loans) as denominator.

“MOIC Trigger Event” means the earliest of (a) the payment, prepayment, repayment or redemption of the obligations under the Loans in full, (b) the occurrence of the Termination Date, (c) any Term Loans are satisfied as a result of a foreclosure sale, deed in lieu or by any other means, (d) the relevant Obligations are accelerated in accordance with Section 6.2 or by operation of law, (e) a Bankruptcy Event, (f) there is a foreclosure or enforcement of any Lien on the Collateral pursuant to the Loan Documents, (g) there is a sale of the Collateral in any proceeding under Debtor Relief Laws, (h) there is a restructure, reorganization, or compromise of the Obligations by the confirmation of a plan of reorganization or any other plan of compromise, restructure or arrangement in any proceeding under Debtor Relief Laws or (i) the termination of this Agreement for any reason.

“MOIC Fee” has the meaning set forth in Section 1.8(c).

“Moody’s” means Moody’s Investors Services Inc. and any other successor thereto.

“Mortgage” means any deed of trust, leasehold deed of trust, mortgage, leasehold mortgage, deed to secure debt, leasehold deed to secure debt or other similar document creating a Lien on Real Estate or any interest in Real Estate in favor of the Term Agent, for the benefit of the Secured Parties.

“Multiemployer Plan” means any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, as to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

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“National Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, the Flood Insurance Reform Act of 2004, and the Biggert-Waters Flood Insurance Reform Act of 2012 and successor statutes thereto that, in some cases, mandates the purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities.

“Net Proceeds” means (a) the cash proceeds received in respect of such event or transaction, including (i) any cash received in respect of any non-cash proceeds (including, without limitation, the monetization of notes receivables), but only as and when received or (ii) in the case of an Event of Loss, insurance proceeds, proceeds of a condemnation award or other compensation payments, in each case net of (b) the sum of (v) all reasonable fees and out-of-pocket expenses (including appraisals, and brokerage, legal, advisory, banking, title and recording tax expenses and commissions) paid by any Borrower or a Subsidiary to third parties (other than Affiliates) in connection with such event, (w) in the case of a sale or other Disposition, income taxes paid or reasonably estimated by the Borrowers (determined in good faith by a Responsible Officer of the Borrower Representative, on behalf of all the Borrowers) to be actually payable (including any payments made or expected to be made pursuant to Section 5.10(i)(iii) with respect thereto) as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (b)(y) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Proceeds, (x) in the case of a sale or other Disposition or Event of Loss described Sections 1.7(b)(i) or (ii), the amount of all payments required to be made by any Borrower on any Indebtedness by the terms thereof (other than the Obligations and any Subordinated Indebtedness) secured by such asset to the extent the Lien in favor of the holder of such Indebtedness is permitted by Section 5.1(d); provided, further, that such payments made shall not exceed the lesser of the amount of cash proceeds received by such Borrower or the aggregate amount of such Indebtedness, (y) reserves in respect of purchase price adjustments and as otherwise required under GAAP, and (z) liabilities not assumed by the purchaser in connection with the Estrella Acquisition.

“Network Affiliation Agreements” means each of the TV Affiliation Agreement and Radio Affiliation Agreement.

“Non-U.S. Lender Party” means each of each Term Lender, each SPV and each participant, in each case that is not a United States person as defined in Section 7701(a)(30) of the Code.

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“Obligations” means the Initial Term Loan, any Delayed Draw Term Loan and all other Indebtedness, advances (including, without limitation, any Protective Overadvances), any Erroneous Payment Subrogation Rights, debts, liabilities, obligations, fees, expenses (including Attorney Costs), any Exit Fee, covenants and duties owing by any Loan Party to any Term Lender, the Term Agent or any other Person required to be indemnified, that arises under any Loan Document, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired (including, without limitation, the interest, fees, expenses and other amounts which accrue after the commencement of any Insolvency Proceeding under the Bankruptcy Code (or other Debtor Relief Law) by or against any Loan Party or any Affiliates of any Loan Party and whether or not such amounts are allowed or allowable in whole or in part in any such proceeding); provided, however, that the “Obligations” of a Loan Party shall exclude any Excluded Rate Obligations with respect to such Loan Party.

“OFAC” means The Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Option” has the meaning assigned to such term in the Option Agreement.

“Option Agreement” means that certain Option Agreement dated as of the Closing Date, by and among MediaCo Operations LLC, as Option Holder (as defined therein), MediaCo, as Parent (as defined therein), Estrella, as the Company and the other parties party thereto, as amended consistent with the terms hereof.

“Option Closing” has the meaning assigned to such term in the Option Agreement.

“Optioned Licenses” means any governmental authorization, permit, license, approval, entitlement or accreditation for a main station license held by an Estrella Entity granted by the FCC pursuant to the Communications Act, or by any other Governmental Authority pursuant to Communications Laws, to such Estrella Entity or assigned or transferred to any Estrella Entity pursuant to Communications Laws.

“Option Holder” has the meaning assigned to such term in the Option Agreement.

“Ordinary Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business, as conducted by any such Person in accordance with past practice and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Loan Document.

“Organization Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation and any shareholder rights agreement, (b) for any partnership, the partnership agreement and, if applicable, certificate of limited partnership, (c) for any limited liability company, the operating agreement and articles or certificate of formation or (d) any other document setting forth the manner of election or duties of the officers, directors, managers or other similar persons, or the designation, amount or relative rights, limitations and preference of the Stock of a Person.

“Other Taxes” has the meaning set forth in Section 9.1(c).

“Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating to letters patent and applications therefor.

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“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56.

“Payment Recipient” has the meaning assigned to it in Section 8.27(a).

“PBGC” means the United States Pension Benefit Guaranty Corporation and any successor thereto.

“Permits” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority.

“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured lender) business judgment of the Term Agent exercised in good faith.

“Permitted Indebtedness” has the meaning set forth in Section 5.5.

“Permitted Liens” has the meaning set forth in Section 5.1.

“Permitted Refinancing” means Indebtedness constituting a refinancing, renewal or extension of Indebtedness permitted under Sections 5.5(c) that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of the Indebtedness being refinanced, renewed or extended, (b) has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of the Indebtedness being refinanced or extended, (c) is not entered into as part of a sale leaseback transaction, (d) is not secured by a Lien on any assets other than the collateral securing the Indebtedness being refinanced or extended, (e) the obligors of which are the same as the obligors of the Indebtedness being refinanced, renewed or extended, (f) is otherwise on terms not less favorable (taken as a whole) to the Borrowers and their Subsidiaries than those of the Indebtedness being refinanced, renewed or extended, and (g) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment or liens to the Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are at least as favorable to the Term Agent and the Term Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness; provided, however, that such Indebtedness shall not constitute a “Permitted Refinancing” if, at the time such Indebtedness is incurred, created or assumed, a Default or Event of Default has occurred and is continuing or would result therefrom.

“Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority.

“Preferred Stock Articles” means the Articles of Amendment to MediaCo’s Amended and Restated Articles of Incorporation providing for the creation of a series of preferred stock of MediaCo designated as “Series B Preferred Stock” and providing for the designation, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions of such preferred stock.

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“Pro Rata Percentage” means, as to any Term Lender, with respect to the Term Loan, the percentage equivalent of the principal amount of the Term Loan held by such Term Lender, divided by the aggregate principal amount of the Term Loan held by all Term Lenders.

“Property” or “Properties” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

“Protective Overadvance” has the meaning set forth in Section 1.1(d).

“Qualified Equity Interests” means any Stock or Stock Equivalents that are not Disqualified Equity Interests.

“Radio Affiliation Agreement” means that certain Network Program Supply Agreement, dated as of the Closing Date, by and among MediaCo Operations LLC, Estrella and certain Subsidiaries of Estrella party thereto.

“Radio Segment” means the radio production and advertising sale business of the Loan Parties.

“Rate Contracts” means swap agreements (as such term is defined in Section 101(53B) of the Bankruptcy Code) and any other agreements or arrangements designed to provide protection against fluctuations in interest or currency exchange rates, including, without limitation, any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement.

“Real Estate” means any real property owned, leased, subleased or otherwise operated by any Borrower or any Subsidiary of any Borrower.

“Register” has the meaning set forth in Section 1.4(b).

“Related Persons” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article II) and other consultants and agents of or to such Person or any of its Affiliates.

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“Releases” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Remedial Action” means all actions under Environmental Laws required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

“Required Lenders” means, as of any date of determination, Term Lenders then holding more than fifty percent (50%) of the sum of the aggregate unpaid principal amount of the Term Loan then outstanding; provided that, if at such time, there are two (2) or more Term Lenders, then Required Lenders shall mean two (2) or more Term Lenders then holding more than fifty percent (50%) of the sum of the aggregate unpaid principal amount of the Term Loan then outstanding (Term Lenders that are Affiliates of one another being considered one Term Lender for purposes of this proviso).

“Requirements of Law” means, with respect to any Person, the common law and any federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, legally binding guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other legally binding determinations, directives, or requirements of, any Governmental Authority, in each case having the force of law and applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Reserves” means any of the following reserves which the Term Agent deems necessary, in its Permitted Discretion, to maintain: (i) reserves in respect of non-appealable judgments, non-interlocutory orders, decrees or arbitration awards involving in the aggregate a liability of $200,000 or more, (ii) reserves in respect of fines, penalties or other sanctions from the FCC involving in the aggregate a liability of $200,000 or more, (iii) reserves in respect of unpaid payroll taxes, (iv) reserves in respect of all past due rent and other amounts owing by a Borrower to any landlord and (v) reserves in respect of legal expenses expected to be required by an assignee to exercise any Optioned License under the Option Agreement, in the case of this clause (v), in an amount not to exceed an amount equal to $17,000 per Optioned License.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

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“Responsible Officer” means the chief executive officer, the chief financial officer, the treasurer, the president or any vice president of a Borrower, or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial information or certifications of Solvency, the chief financial officer or the treasurer of a Borrower, or any other officer having substantially the same authority and responsibility.

“Restricted Payments” has the meaning set forth in Section 5.10.

“S&P” means Standard & Poor’s Ratings Services LLC and any successor thereto.

“Sale” has the meaning set forth in Section 8.9(b).

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State, or (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority.

“Sanctions Target” means any Person: (a) that is the subject or target of any Sanctions; (b) named in any Sanctions-related list maintained by OFAC, the U.S. Department of State, the U.S. Department of Commerce or the U.S. Department of the Treasury, including the OFAC list of “Specially Designated Nationals and Blocked Persons,” or any similar list maintained by the United Nations Security Council, the European Union, His Majesty’s Treasury or any other relevant Governmental Authority (c) located, organized or resident in a country, territory or geographical region which is itself the subject or target of any Sanctions (including, as of the date of this Agreement, Cuba, Iran, North Korea, Syria, Crimea and so-called Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine) or (d) owned or controlled (as such terms are defined by the applicable Sanctions) by any such Person or Persons described in the foregoing clauses (a) through (c).

“Second Lien Agent” means HPS Investment Partners, LLC, in its capacity as “Term Agent” under and as defined in the Second Lien Term Loan Agreement.

“Second Lien Indebtedness” means any obligations or Indebtedness incurred under the Second Lien Term Loan Agreement.

“Second Lien Lender” means each “Lender” under and as defined in the Second Lien Term Loan Agreement.

“Second Lien Term Loan Agreement” means the Second Lien Term Loan Agreement dated as of the Closing Date, between the Loan Parties and the Second Lien Agent, as agent.

“Secured Party” means the Term Agent, each Term Lender, each other Indemnitee and each other holder of any Obligation.

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“Security Agreement” means that certain Security Agreement, dated as of even date herewith, in form and substance reasonably acceptable to the Term Agent and the Loan Parties, made by the Loan Parties in favor of the Term Agent, for the benefit of the Secured Parties, as the same may be amended, restated and/or modified from time to time, together with each other security agreement executed and delivered by any other Loan Party in favor of the Term Agent, for the benefit of the Secured Parties.

“SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the Benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s Website.

“Solvent” means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Flood Hazard Area” means an area that FEMA’s then current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year.

“Specified Agreement” means (i) any Network Affiliation Agreement, (ii) the Option Agreement, (iii) the Second Lien Term Loan Agreement, and (iv) any Subordinated Indebtedness Document.

“Specified Option Value” means the value of the Option which is deemed to be an amount equal to the appraised value of each Optioned License in full force and effect subject to the Option Agreement based on the most recently delivered Acceptable Appraisal; provided that prior to the exercise of the Option under the Option Agreement, solely to the extent relating to a Material Optioned License, upon the occurrence of a Specified Option Event under clauses (b), (c) or (d) of the definition thereof, the Specified Option Value of such Optioned Licenses shall be immediately reduced to $0 (or such greater amount as the Term Agent may agree in its sole discretion) and the Borrower shall demonstrate before and after giving effect to such Specified Option Event pro forma compliance with the Borrowing Base Ratio.

“Specified Option Event” means the occurrence and continuation of any of the following:

(a) the occurrence of a Bankruptcy Event with respect to any party to the Option Agreement;

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(b) the Disposition of any Optioned Licenses other than in accordance with the terms of such Option Agreement;

(c) with respect to any applicable Optioned License, if the transfer thereof is not approved by a Governmental Authority within the later to occur of (x) 360 calendar days following the Closing Date and (y) 180 calendar days following the date on which the Option is exercised (which time period may be extended by the Term Agent in its sole discretion as to any FCC License); or

(d) the loss, cancellation or non-renewal of any Optioned License.

“Sponsor Model” means the model delivered by Standard General L.P. to the Term Agent on March 12, 2024.

“SPV” means any special purpose funding vehicle identified as such in a writing by any Term Lender to the Term Agent.

“Standard General Controlled Fund” means a fund for which Standard General L.P. is the investment manager (and in that capacity has voting and investment control of such fund).

“Station” means any broadcasting station (including, without limitation any television or radio broadcasting station) now or hereafter owned or operated by a Loan Party or its Subsidiaries.

“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

“Subordinated Creditor” means any Person that shall have entered into a Subordination Agreement with Term Agent, on behalf of the Secured Parties.

“Subordinated Indebtedness” means Indebtedness of any Borrower or any Subsidiary of any Borrower which is subordinated to the Obligations as to right and time of payment and as to other rights and remedies thereunder in accordance with a Subordination Agreement, and having such other terms as are, in each case, satisfactory to the Term Agent.

“Subordinated Indebtedness Documents” means all documents evidencing Subordinated Indebtedness and/or subject to a Subordination Agreement, including, without limitation, each subordinated promissory note or agreement issued by a Borrower to a Subordinated Creditor, and each other promissory note, instrument and agreement executed in connection therewith, all on terms and conditions reasonably acceptable to the Term Agent.

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“Subordination Agreement” mean each subordination agreement by and among the Term Agent, the applicable Borrowers, the applicable Subsidiaries of the Borrowers and the applicable Subordinated Creditor, each in form and substance satisfactory to the Term Agent in its sole discretion and each evidencing and setting forth the senior priority of the Obligations over such Subordinated Indebtedness, as the same may be amended, restated and/or modified from time to time subject to the terms thereof.

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than fifty percent (50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person. Unless otherwise specified, all references herein to a “Subsidiary” or “Subsidiaries” shall refer to a “Subsidiary” or “Subsidiaries” of a Borrower.

“Tax Affiliate” means, (a) each Borrower and its Subsidiaries and (b) any Affiliate of a Borrower with which such Borrower files consolidated, combined or unitary tax returns.

“Tax Returns” has the meaning set forth in Section 3.10.

“Taxes” has the meaning set forth in Section 9.1(a).

“Television Cash Flow” means, for any period, Consolidated EBITDA of the Television Segment for such period minus, to the extent added in calculating such Consolidated EBITDA for the Television Segment, (x) Television Segment expenses allocated to corporate level general and administrative expenses as described in the Sponsor Model and (y) Capital Expenditures related to the Television Segment.

“Television Segment” means the television production and advertising sale business of the Loan Parties.

“Term Agent” means WhiteHawk in its capacity as Term Agent and Term Agent for the Term Lenders hereunder, and any successor agent hereunder.

“Term Lender” has the meaning set forth in the preamble to this Agreement.

“Term Loan” means, collectively, the Initial Term Loan and the Delayed Draw Term Loans.

“Term Note” means a promissory note of the Borrowers payable to a Term Lender in substantially the form of Exhibit F hereto, evidencing Indebtedness of the Borrowers under the portion of the Term Loan owing to such Term Lender.

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“Term SOFR” means the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the administrator of such Benchmark; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the administrator of such Benchmark and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the administrator of such Benchmark on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the administrator of such Benchmark so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day.

“Term SOFR Loan” means a Loan bearing interest at a rate determined by reference to Adjusted Term SOFR Rate.

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Termination Date” means (x) with respect to the Initial Term Loans, the earliest to occur of (a) April 17, 2029, (b) the date on which the maturity of the Term Loan is accelerated or deemed accelerated and (c) the date that is ninety-one (91) days prior to the maturity date of any Indebtedness incurred and outstanding in excess of the Threshold Amount and (y) with respect to each Delayed Draw Term Loan, the earliest to occur of (a) two (2) years after the funding of such Delayed Draw Term Loan, (b) the date on which the maturity of the Delayed Draw Term Loan is accelerated or deemed accelerated and (c) the date that is ninety-one (91) days prior to the maturity date of any Indebtedness incurred and outstanding in excess of the Threshold Amount (with respect to this clause (c), other than the Emmis Subordinated Note to the extent repaid at maturity in accordance with Section 5.10(b)).

“Testing Date” has the meaning set forth in Section 5.22.

“Threshold Amount” means $1,000,000.

“Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“Tower Site” means the broadcast tower (and the real property on which such tower is located) for the Station.

“Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating to trade secrets.

134

“Trademark” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirements of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.

“TV Affiliation Agreement” means that certain Network Affiliation Program Agreement, dated as of the Closing Date, by and among MediaCo Operations LLC, Estrella and certain Subsidiaries of Estrella party thereto.

“UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect from time to time in the State of New York.

“UFCA” has the meaning set forth in Section 8.22(d).

“UFTA” has the meaning set forth in Section 8.22(d).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling with IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Lender Party” means each of each Term Lender, each SPV and each participant, in each case that is a United States person as defined in Section 7701(a)(30) of the Code.

“United States” and “U.S.” each means the United States of America.

“Unused Line Fee” shall have the meaning specified in Section 1.8(b).

135

“Voting Power” means, with respect to any Person, the exclusive ability to control, through the ownership of shares of capital stock, partnership interests, membership interests or otherwise, the election of members of the board of directors or other similar governing body of such Person. The holding of a designated percentage of Voting Power of a Person means the ownership of shares of capital stock, partnership interests, membership interests or other interests of such Person sufficient to control exclusively the election of that percentage of the members of the board of directors or similar governing body of such Person.

“WhiteHawk” has the meaning set forth in the preamble to this Agreement.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

10.2 Other Interpretive Provisions.

(a) Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement or in any other Loan Document shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meanings of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Terms (including uncapitalized terms) not otherwise defined herein and that are defined in the UCC shall have the meanings therein described.

(b) The Agreement. The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement or any other Loan Document shall refer to this Agreement or such other Loan Document as a whole and not to any particular provision of this Agreement or such other Loan Document; and subsection, section, schedule and exhibit references are to this Agreement or such other Loan Documents unless otherwise specified.

(c) Certain Common Terms. The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced. The terms “include”, “includes” and “including” are not limiting and shall be deemed to be following by the phrase “without limitation.” The term “Person” shall be construed to include such Person’s successors and assigns.

136

(d) Performance; Time. Whenever any performance obligation hereunder or under any other Loan Document (other than a payment obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this Agreement or any other Loan Document refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.

(e) Contracts. Unless otherwise expressly provided herein or in any other Loan Document, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.

(f) Laws. References to any statute or regulation may be made by using either the common or public name thereof or a specific cite reference and are to be construed as including all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

(g) Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

(h) Time of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

10.3 Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrowers shall be given effect for purposes of measuring compliance with any provision of Article V unless the Borrowers and the Term Agent agree to modify such provisions to reflect such changes in GAAP (and the Borrowers and the Term Agent agree to negotiate in good faith with respect thereto) and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Notwithstanding anything other provision contained herein, to the extent any change, adjustment, reversal or the like that would result in any obligation that, under GAAP as in effect on the Closing Date would not be classified and accounted for as a Capital Lease, becoming classified and accounted for as a Capital Lease, such change shall be disregarded for purposes of determining “GAAP” under this Agreement. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article V shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Borrower or any Subsidiary of any Borrower at “fair value.”

137

10.4 Payments. The Term Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Borrower. Any such determination or redetermination by the Term Agent shall be conclusive and binding for all purposes, absent manifest error. No determination or redetermination by any Secured Party or any Borrower and no other currency conversion shall change or release any obligation of any Borrower or of any Secured Party (other than the Term Agent and its Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted. The Term Agent may round up or down and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.

10.5 Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Stock at such time.

10.6 Rates. The Term Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Term Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR Rate, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Term Agent may select information sources or services in its sole discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Adjusted Term SOFR Rate or Term SOFR, or any other Benchmark, or any component definition thereof or rates referred to in the definition thereof, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, Term Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized Responsible Officers as of the day and year first above written.

	BORROWERS:

	MEDIACO HOLDING INC., as the Borrower Representative and a Borrower

	By:	/s/ Kudjo Sogadzi
	Name: Kudjo Sogadzi
	Title: Interim President and Chief Operating Officer

[Signature Page to Term Loan Agreement]

	MEDIACO WQHT LICENSE LLC, as a Grantor

	By:	MediaCo Holding Inc., its sole member and manager


	By:	/s/ Kudjo Sogadzi
	Name: Kudjo Sogadzi
	Title: Interim President and Chief Operating Officer

	MEDIACO WBLS LICENSE LLC, as a Grantor

	By:	MediaCo Holding Inc., its sole member and manager


	By:	/s/ Kudjo Sogadzi
	Name: Kudjo Sogadzi
	Title: Interim President and Chief Operating Officer

	MEDIACO OPERATIONS LLC, as a Grantor

	By:	/s/ Kudjo Sogadzi
	Name: Kudjo Sogadzi
	Title: President and Chief Operating Officer

[Signature Page to Term Loan Agreement]

	WHITEHAWK CAPITAL PARTNERS LP, as Term Agent

	By:	/s/ Robert Louzan
	Name: Robert Louzan
	Title: Authorized Signatory

	WHITEHAWK FINANCE LLC, as a Term Lender

	By:	/s/ Robert Louzan
	Name: Robert Louzan
	Title: President

[Signature Page to Term Loan Agreement]

EX-10.3 7 ef20027147_ex10-3.htm EXHIBIT 10.3

Exhibit 10.3

EXECUTION VERSION

****************************************

SECOND LIEN TERM LOAN AGREEMENT

Dated as of April 17, 2024

by and among

MEDIACO HOLDING INC.,

THE OTHER PERSONS PARTY HERETO THAT ARE

DESIGNATED AS BORROWERS,

THE FINANCIAL INSTITUTIONS PARTY HERETO,

as Term Lenders,

and

HPS INVESTMENT PARTNERS, LLC

as Term Agent

****************************************

TABLE OF CONTENTS

ARTICLE I. THE TERM LOANS			1
	1.1	Amount of the Term Loans; Protective Overadvances	1
	1.2	[Reserved.]	2
	1.3	Evidence of Term Loan; Term Notes	2
	1.4	Interest	2
	1.5	Loan Accounts	3
	1.6	Optional Prepayments of the Term Loan	4
	1.7	Mandatory Repayments and Prepayments of the Term Loan	4
	1.8	Payments by the Borrowers	6
	1.9	Return of Payments; Procedures	8

ARTICLE II. CONDITIONS PRECEDENT			8

ARTICLE III. REPRESENTATIONS AND WARRANTIES			12
	3.1	Corporate Existence and Power	12
	3.2	Corporate Authorization; No Contravention	12
	3.3	Governmental and Third-Party Authorization	13
	3.4	Binding Effect	13
	3.5	Litigation	13
	3.6	No Default	14
	3.7	ERISA Compliance	14
	3.8	Margin Regulations	14
	3.9	Ownership of Property; Liens	14
	3.10	Taxes	15
	3.11	Financial Condition	15
	3.12	Environmental Matters	16
	3.13	Regulated Entities	17
	3.14	Solvency	17
	3.15	Labor Relations	17
	3.16	Intellectual Property	17
	3.17	Brokers’ Fees; Transaction Fees	18
	3.18	Insurance	18
	3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock	18
	3.20	Jurisdiction of Organization; Chief Executive Office	19
	3.21	Locations of Inventory, Equipment and Books and Records	19
	3.22	Deposit Accounts and Other Accounts	19
	3.23	Government Contracts and Material Contracts	19
	3.24	Customer Relations	19
	3.25	Bonding	19
	3.26	Full Disclosure	19
	3.27	OFAC; Anti-Corruption	20
	3.28	Patriot Act	20
	3.29	Collateral Documents, Etc	20
	3.30	Beneficial Ownership Certification	20
	3.31	FCC Licenses	20
	3.32	FCC Matters	21
	3.33	Studio and Tower Sites	21

ARTICLE IV. AFFIRMATIVE COVENANTS			22
	4.1	Financial Statements	22
	4.2	Certificates; Other Information	23
	4.3	Notices	25
	4.4	Preservation of Corporate Existence, Etc	27
	4.5	Maintenance of Property	28
	4.6	Insurance	28
	4.7	Performance of Obligations	29
	4.8	Compliance with Laws	29
	4.9	Inspection of Property and Books and Records; Field Exams; Appraisals	30
	4.10	[Reserved.]	31
	4.11	Cash Management Systems	31
	4.12	Landlord and Bailee Agreements	32
	4.13	Further Assurances	32
	4.14	Environmental Matters	33
	4.15	Leases	34
	4.16	Senior Ranking	34
	4.17	Foreign Pension Plans and Benefit Plans	34
	4.18	FCC License Subsidiaries	34
	4.19	Post-Closing Obligations	35

ARTICLE V. NEGATIVE COVENANTS			35
	5.1	Limitation on Liens	35
	5.2	Disposition of Assets	36
	5.3	Consolidations and Mergers	37
	5.4	Acquisitions; Loans and Investments.	38
	5.5	Limitation on Indebtedness	38
	5.6	Employee Loans and Transactions with Affiliates	39
	5.7	Margin Stock; Use of Proceeds	40
	5.8	Contingent Obligations	40
	5.9	Compliance with ERISA	41
	5.10	Restricted Payments	41
	5.11	Change in Business	42
	5.12	Change in Structure; Foreign Subsidiaries	42
	5.13	Changes in Accounting, Name or Jurisdiction of Organization	43
	5.14	Amendments to Certain Indebtedness Documents	43
	5.15	No Burdensome Agreements	43
	5.16	OFAC; Patriot Act	44
	5.17	Sale-Leasebacks	44
	5.18	Hazardous Materials	44
	5.19	Guaranty Under Material Indebtedness Agreement	44
	5.21	[Reserved].	44
	5.22	Financial Covenants.	44

ARTICLE VI. EVENTS OF DEFAULT			48
	6.1	Events of Default	48
	6.2	Remedies	51
	6.3	Rights Not Exclusive	53

ARTICLE VII. TERM AGENT			53
	7.1	Appointment and Duties	53
	7.2	Binding Effect	54
	7.3	Use of Discretion	54
	7.4	Delegation of Rights and Duties	55
	7.5	Reliance and Liability	55
	7.6	Term Agent Individually	57
	7.7	Term Lender Credit Decision	57
	7.8	Expenses; Indemnities; Withholding	58
	7.9	Resignation	59
	7.10	Release of Collateral or Borrowers	59

ARTICLE VIII. MISCELLANEOUS			60
	8.1	Amendments and Waivers	60
	8.2	Notices	62
	8.3	Electronic Transmissions	62
	8.4	No Waiver; Cumulative Remedies	64
	8.5	Costs and Expenses	64
	8.6	Indemnity	65
	8.7	Marshaling; Payments Set Aside	66
	8.8	Successors and Assigns	66
	8.9	Assignments and Participations; Binding Effect	66
	8.10	Non-Public Information; Confidentiality	70
	8.11	Set-off; Sharing of Payments	71
	8.12	Counterparts; Facsimile Signature	72
	8.13	Severability	72
	8.14	Captions	73
	8.15	Independence of Provisions	73
	8.16	Interpretation	73
	8.17	No Third Parties Benefited	73
	8.18	Governing Law and Jurisdiction	73
	8.19	Waiver of Jury Trial	74
	8.20	Entire Agreement; Release; Survival	75
	8.21	Patriot Act	75
	8.22	Additional Waivers	75
	8.23	Creditor-Debtor Relationship	77
	8.24	Actions in Concert	77
	8.25	Agency of the Borrower Representative for Each Other Borrower	77
	8.26	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	78

ARTICLE IX. TAXES, YIELD PROTECTION AND ILLEGALITY			82
	9.1	Taxes	82
	9.2	Increased Costs and Reduction of Return	85
	9.3	Certificates of Term Lenders	86
	9.4	Effect of Benchmark Transition Event Etc	86

ARTICLE X. DEFINITIONS; OTHER INTERPRETIVE PROVISIONS			89
	10.1	Defined Terms	89
	10.2	Other Interpretive Provisions	128
	10.3	Accounting Terms and Principles	129
	10.4	Payments	129
	10.5	Divisions	130

iii

EXHIBITS

Exhibit A	Form of Administrative Questionnaire
Exhibit B	Form of Assignment
Exhibit C	Form of Compliance Certificate
Exhibit D	Form of Borrower Joinder Agreement
Exhibit E	Form of Loan Notice
Exhibit F	Form of Term Note
Exhibit G-1	Form of Perfection Certificate
Exhibit G-2	Form of Perfection Certificate Supplement
Exhibit H	Form of Solvency Certificate
Exhibit I	Form of Borrowing Base Certificate
Exhibit J	Form of Landlord Waiver
Exhibit K-1	Form of Officer’s Certificate (Borrowing Date)
Exhibit L	Forms of U.S. Tax Compliance Certificates

SCHEDULES

Schedule 1.1	Commitments
Schedule 3.5	Litigation
Schedule 3.9	Ownership of Property; Liens
Schedule 3.12(e)	Environmental Matters
Schedule 3.15	Labor Relations
Schedule 3.16	Intellectual Property
Schedule 3.17	Brokers’ Fees; Transaction Fees
Schedule 3.18	Insurance
Schedule 3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock
Schedule 3.20	Jurisdiction of Organization; Chief Executive Office
Schedule 3.21	Locations of Inventory, Equipment and Books and Records
Schedule 3.22	Deposit Accounts and Other Accounts
Schedule 3.23	Government Contracts and Material Contracts
Schedule 3.24	Customer and Trade Relations
Schedule 3.25	Bonding
Schedule 3.31	FCC Licenses
Schedule 3.32	FCC Matters
Schedule 3.33	Studio and Tower Sites
Schedule 4.18	Post-Closing Obligations
Schedule 5.1	Liens
Schedule 5.4	Investments
Schedule 5.5	Indebtedness
Schedule 5.6	Transactions with Affiliates
Schedule 5.8	Contingent Obligations
Schedule 8.2	Addresses for Notices

TERM LOAN AGREEMENT

This SECOND LIEN TERM LOAN AGREEMENT (including all exhibits hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of April 17, 2024, by and among MEDIACO HOLDING INC., an Indiana corporation (“MediaCo”), the other Persons party hereto that are designated as “Borrowers” (collectively with MediaCo, the “Borrowers” and each a “Borrower”), HPS INVESTMENT PARTNERS, LLC, a Delaware limited liability company (in its individual capacity, “HPS”), as administrative agent and collateral agent (in such capacities, the “Term Agent”) for the financial institutions from time to time party to this Agreement (collectively, the “Term Lenders” and individually each a “Term Lender”) and for itself, and the Term Lenders.

W I T N E S S E T H:

WHEREAS, the Borrowers have requested, and the Term Lenders have agreed to make available to the Borrowers, term loan facilities consisting of a term loan deemed funded on the Closing Date in an amount up to $30,000,000 upon and subject to the terms and conditions set forth in this Agreement;

WHEREAS, the provisions of this Agreement and the other Loan Documents and the First Lien Term Loan Agreement and the other First Lien Loan Documents are (as between the Secured Parties and the “Secured Parties” as defined in the First Lien Term Loan Agreement) subject to the provisions of the Intercreditor Agreement;

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

ARTICLE I.

THE TERM LOANS

1.1 Amount of the Term Loans; Protective Overadvances.

(i) Term Loans. Subject to the terms and conditions of this Agreement including Section 2.1, on the Closing Date, each Term Lender shall be deemed to have made Term Loans on the Closing Date (the “Term Loans”) to Borrower, in an aggregate principal amount not to exceed the amount of such Term Lender’s Term Loan Commitment. Each Term Lender’s Term Loan Commitment shall be permanently reduced immediately and without further action upon the making of the Term Loan in an amount equal to the amount of such Term Lender’s Pro Rata Percentage of such Term Loan. Any principal amount of the Term Loan which is repaid or prepaid may not be reborrowed.

(b) [Reserved].

1.2 [Reserved.]

1.4 Interest.

(c) So long as (i) the Cash Payment Conditions are satisfied and (ii) the Company has not made an PIK Interest Election (as defined below), interest on the Term Loan shall be paid in cash in arrears on each Interest Payment Date. Interest shall also be paid in cash on the date of any payment or prepayment of the Term Loan (on the amount so paid or prepaid) and on each Termination Date with respect to the applicable Loan subject to such Termination Date. To the extent the Cash Payment Conditions are not satisfied, all interest on the Term Loan during such time shall be paid-in-kind (“PIK Interest”). In addition, with respect to any interest payment, the Borrower Representative may elect (a “PIK Interest Election”) by written notice to the Term Agent to pay a portion of such interest payment equal to the Applicable Margin in PIK Interest. Interest that is paid in the form of PIK Interest shall be considered paid for all purposes of this Agreement, and shall not be considered overdue. Following an increase in the principal amount of the Loans as a result of a payment of PIK Interest, the Term Loans shall accrue interest on such increased principal amount from and after the related Interest Payment Date of such PIK Interest.

1.5 Loan Accounts.

1.6 Optional Prepayments of the Term Loan.

(a) Optional Prepayments. Following the discharge in full in cash of the First Lien Obligations, the Borrowers may, upon prior written notice to the Term Agent from the Borrower Representative, at any time or from time to time voluntarily prepay the Term Loan in whole or in part; provided that (i) such notice must be received by the Term Agent not later than 4:00 p.m., New York time, two (2) Business Days prior to any date of prepayment of any portion of the Term Loan, and (ii) such prepayment shall be accompanied by interest on the amount so prepaid. Any amounts prepaid pursuant to this Section 1.6 in respect of the principal amount of the Term Loan shall be applied to the principal repayment installments thereof in inverse order of maturity.

1.7 Mandatory Repayments and Prepayments of the Term Loan. In each case subject to Section 1.7(f),

(a) Amortization. Beginning with the first full fiscal month ending after the third(3rd) anniversary of Closing Date, and on the last day of each fiscal month thereafter (or, if such date is not a Business Day, on the immediately preceding Business Day), the Borrowers shall make monthly payments of principal on the Term Loans in an amount equal to 0.83333% of the initial aggregate principal amount of the Term Loans. Each such repayment shall be accompanied by interest on the amount so repaid.

(b) Excess Cash Flow. Commencing with the Fiscal Year ending December 31, 2024 and for each Fiscal Year thereafter, within five (5) Business Days after financial statements are required to be delivered pursuant to Section 4.1(a) and the related Compliance Certificate are required to be delivered pursuant to Section 4.2(b), the Borrowers shall repay the Term Loan as hereafter provided in an aggregate amount equal to 50% of Excess Cash Flow for the Fiscal Year, covered by such financial statements minus the sum of (x) the aggregate amount of voluntary prepayments made pursuant to Section 1.6(a) during such period plus (y) the aggregate amount of amortization payments made pursuant to Section 1.7(a) during such period.

(c) Mandatory Prepayments. Solely to the extent occurring following the discharge in full in cash of the First Lien Obligations, if at any time or from time to time:

(i) a Loan Party or any of its Subsidiaries shall make Dispositions (other than a Disposition permitted by Sections 5.2 (a), (b), (d) or (f);

(ii) a Loan Party or any of its Subsidiaries shall suffer Events of Loss;

(iii) a Loan Party or any of its Subsidiaries shall issue or incur Indebtedness other than Permitted Indebtedness;

(iv) a Change in Control shall occur; or

(v) any Equity Issuance by MediaCo resulting in cash proceeds;

(the events described in clauses (i) through (v) of this clause (c) being collectively referred to herein as “Mandatory Prepayment Events”),

then (A) the Borrower Representative shall promptly notify the Term Agent in writing of such Mandatory Prepayment Event (including the amount of the estimated Net Proceeds to be received by a Loan Party and/or such Subsidiary in respect thereof) and (B) within two (2) Business Days (or immediately in the case of any issuance or incurrence of Indebtedness that is not Permitted Indebtedness or a Change in Control, as the case may be), after receipt by a Loan Party and/or such Subsidiary of any Net Proceeds of such Mandatory Prepayment Event, the Borrower Representative shall deliver, or cause to be delivered, an amount equal to 100% of such Net Proceeds to the Term Agent for distribution to the Term Lenders as a prepayment of the Term Loan, which prepayment shall be applied in accordance with Section 1.8(c)(i) or Section 1.8(c)(ii), as the case may be; provided, however, that so long as no Default or Event of Default shall have occurred and be continuing, (A) (x) up to $500,000 in Net Proceeds in the aggregate during any Fiscal Year received under either clauses (i) (solely to the extent related to a Disposition of Intellectual Property under Section 5.2(e)) or clause (ii) shall not be required to be so applied and (y) up to $200,000 in Net Proceeds in the aggregate during any Fiscal Year received under clause (i) (solely to the extent related to a Disposition under Section 5.2(c)) shall not be required to be so applied and (C) up to $250,000 in Net Proceeds in the aggregate received under either clause (i) or (ii) shall not be required to be so applied; provided further that (B) the Loan Parties shall be permitted to use such Net Proceeds to replace, repair, restore or rebuild the assets subject to an Event of Loss or to replace or purchase similar assets in the case of a Disposition, provided that (i) no Event of Default has occurred and is continuing and (ii) any such Net Proceeds arising from such Event of Loss or Disposition not used to so replace or purchase similar assets following such Disposition, or replace, repair, restore or rebuild the assets subject to such Event of Loss, as the case may be, within 180 days (or within ninety (90) days after being committed if committed to be so reinvested within such 180 day period) after the receipt of such Net Proceeds shall be applied to the prepayment of the Term Loan in accordance with Section 1.8(c)(i) or Section 1.8(c)(ii), as the case may be.

(f) Notwithstanding the foregoing provisions of this Section 1.7 (or any other provision of this Agreement or any other Loan Document), optional prepayments, mandatory repayments and prepayments of the Term Loans shall not be permitted until all of the outstanding First Lien Obligations (other than contingent indemnity obligations) have been repaid in full and all commitments to lend in respect thereof have been terminated.

1.8 Payments by the Borrowers. Subject to the Intercreditor Agreement:

(a) The Borrower promises to repay to the Term Agent for the ratable account of the Term Lenders all amounts owed hereunder in full indefeasibly in immediately available funds in cash on the Termination Date or earlier, if otherwise required by the terms hereof. All payments (including prepayments) to be made by each Borrower on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind, and shall, except as otherwise expressly provided herein, be made to the Term Agent (for the ratable account of the Persons entitled thereto) and shall be made in Dollars and by wire transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than 4:00 p.m. (New York time) on the date due. Any payment which is received by the Term Agent later than 4:00 p.m. (New York time) may in the Term Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue.

(c) (i) Subject to Section 1.8(c)(ii) and the Intercreditor Agreement, all payments received by the Term Agent and the Term Lenders in respect of any Obligation shall be applied to the Obligations as follows:

first, to the payment of any Protective Overadvance funded by the Term Agent or any Term Lender;

second, to payment of interest, fees, costs and expenses and any other amounts then due and payable by the Borrowers under this Agreement and the other Loan Documents;

third, to payment of the principal of the Term Loan; and

fourth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto.

(ii) Notwithstanding any provision herein to the contrary, and subject to the Intercreditor Agreement, (A) during the continuance of an Event of Default, the Term Agent may, and shall upon the direction of Required Lenders, apply any and all payments received by the Term Agent and the Term Lenders in respect of any Obligation in accordance with clauses first through sixth below, and (B) without limiting the foregoing, all amounts collected or received by the Term Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows:

second, to payment of Attorney Costs of the Term Lenders payable or reimbursable by the Borrowers under this Agreement (subject to any limitations set forth herein (including Section 8.5));

third, to payment of all accrued unpaid interest on the Obligations and fees owed to the Term Agent and the Term Lenders;

fourth, to payment of principal of the Term Loan;

fifth, to payment of any other amounts owing constituting Obligations; and

sixth, any remainder shall be for the account of the Borrowers or whoever may be lawfully entitled thereto.

1.9 Return of Payments; Procedures.

(a) Return of Payments.

ARTICLE II.

CONDITIONS PRECEDENT

2.1 Conditions Precedent to the Term Loan. The occurrence of the Closing Date is subject to satisfaction or waiver of the following conditions in a manner reasonably satisfactory to the Term Agent:

(a) [Reserved.]

(b) Loan Documents. The Term Agent shall have received on or before the Closing Date, each in form and substance satisfactory to the Term Agent, duly executed copies of the following:

(i) this Agreement;

(ii) [Reserved];

(iii) the Intercreditor Agreement;

(iv) the Collateral Documents (other than any Mortgages and Control Agreements, which shall be delivered in accordance with Section 4.19);

(vi) the First Lien Term Loan Agreement;

(d) No Material Adverse Change. Since December 31, 2023, no Material Adverse Effect shall have occurred; (j) Payment of Fees. The Borrowers shall have paid all fees required to be paid on the Closing Date, and shall have reimbursed the Term Agent, for all reasonable and documented fees, costs and expenses of closing to the extent invoiced three (3) Business Days prior to the Closing Date;

(k) Solvency. The Term Agent shall have received a Solvency Certificate in the form of Exhibit H signed by a Responsible Officer of the Borrower Representative;

(p) No Default. No Default or Event of Default shall have occurred and be continuing or shall result after giving effect to the making of the Term Loan;

(u) Control Agreement. The Term Agent shall have received a Control Agreement in respect of Control Account held by MediaCo at Wells Fargo Bank, N.A. with the account number ending 6285 and 2190;

(w) FCC Licenses. Each FCC License and each Optioned License shall be in full force and effect;

ARTICLE III.

REPRESENTATIONS AND WARRANTIES

3.1 Corporate Existence and Power. Each Borrower and each of its respective Subsidiaries:

(i) contravene the terms of any of that Person’s Organization Documents;

(iv) violate any Requirements of Law in any material respect.

3.3 Governmental and Third-Party Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority including with or by the FCC or any other Person is necessary or required in connection with the execution, delivery or performance by, or exercise of remedies against, any Borrower or any Subsidiary of any Borrower of this Agreement or any other Loan Document except (a) for recordings and filings in connection with the Liens granted to the Term Agent under the Collateral Documents and (b) FCC filings in connection with the exercise of the Option Agreement or any use of remedies action relating to the transfer of FCC Licenses and/or Optioned Licenses.

(a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby; or

(b) could reasonably be expected to result in a Material Adverse Effect.

3.6 No Default. No Default or Event of Default exists or would result from the incurring of any Obligations by any Borrower or the grant or perfection of the Term Agent’s Liens on the Collateral or the consummation of the transactions contemplated under this Agreement and the other Loan Documents. No Borrower and no Subsidiary of any Borrower is in default under or with respect to (i) any Specified Agreement in any respect, (ii) any Material Contract or (iii) any other Contractual Obligation which, individually or together with all such defaults, in the case of clauses (ii) or (iii), would reasonably be expected to have a Material Adverse Effect.

3.7 ERISA Compliance.

(a) None of the Borrowers or their respective Subsidiaries, or any member of their respective Controlled Groups, maintains or contributes to any Title IV Plan or any Multiemployer Plan. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law so qualifies. Except those that would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Borrower, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Borrower incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred in connection with which Liabilities (contingent or otherwise) remain outstanding.

3.8 Margin Regulations. No Borrower and no Subsidiary of any Borrower is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock.

3.9 Ownership of Property; Liens. As of the Closing Date, the Real Estate listed in Schedule 3.9 constitutes all of the Real Estate of each Borrower and each of their respective Subsidiaries. Each of the Borrowers and each of their respective Subsidiaries has good record and valid title in fee simple to, or valid leasehold interests in, all of its Real Estate, and good and valid title to all owned personal property and valid leasehold interests in all leased personal property, in each instance, necessary or used in the ordinary conduct of their respective businesses, except for Permitted Liens and such immaterial defects in title, or where, as to personal property, failure to own such personal property or have such leasehold interest would not be material. As of the Closing Date, Schedule 3.9 also describes any purchase options, rights of first refusal or other similar contractual options granted by the Borrowers or a Subsidiary in favor of a third party in any Real Estate (x) required to be subject to a Mortgage or Landlord Waiver, (y) related to a main Station or (z) otherwise material to the operations of the Loan Parties. As to any fee owned Real Estate, and to the knowledge of the Borrowers as to any leasehold Real Estate, all material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

3.11 Financial Condition.

(y) present fairly in all material respects the financial condition of MediaCo as of the dates thereof and results of operations for the periods covered thereby.

3.12 Environmental Matters.

Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect:

(b) No Borrower and no Subsidiary of any Borrower is party to, and no Borrower and no Subsidiary of any Borrower and (to the knowledge of any Borrower) no Real Estate currently or previously owned, leased, subleased or operated by any such Person is subject to or the subject of any pending (or, to the knowledge of any Borrower, threatened) written consent decree, settlement agreement, order, restriction in a deed (solely with respect to Real Estate that is currently owned by any Borrower or Subsidiary), action, suit, proceeding, claim, demand, or notice of violation or of potential liability or similar written notice relating in any manner to any Environmental Laws.

(d) No Borrower and no Subsidiary of any Borrower has caused or suffered to occur a Release of Hazardous Materials at, on, under or from any Real Estate.

3.14 Solvency. Both before and after giving effect to (a) the Term Loan made on the Closing Date, (b) the consummation of the other transactions contemplated hereby to occur on the Closing Date, and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Borrowers, taken as a whole, and the Borrowers and their Subsidiaries, on a Consolidated basis, are Solvent.

3.16 Intellectual Property. Schedule 3.16 sets forth a true and complete list of the following Intellectual Property each Borrower and each Subsidiary owns as of the Closing Date: Intellectual Property that is registered or subject to applications for registration in the United States Copyright Office or the United States Patent and Trademark Office, including for each the foregoing items (1) the owner, (2) the title, (3) the jurisdiction in which such item has been registered or otherwise arises or in which an application for registration has been filed and (4) as applicable, the registration or application number and registration or application date (collectively, “Registered Rights”). (collectively, “Registered Rights”). As of the Closing Date, all of the Registered Rights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights, a domain name registrar or other corresponding offices of other jurisdictions as identified on such schedule; and all of the material Registered Rights have been maintained and renewed in accordance with all applicable provisions of Requirements of Law in the United States or in each such other jurisdiction, as applicable. As of the Closing Date, all of the Registered Rights have been duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Register of Copyrights, a domain name registrar or other corresponding offices of other jurisdictions as identified on such schedule; and all of the material Registered Rights have been maintained and renewed in accordance with all applicable provisions of Requirements of Law in the United States or in each such other jurisdiction, as applicable. Each Borrower and each Subsidiary of each Borrower owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted in all material respects. To the Borrowers’ knowledge, the conduct and operations of the businesses of each Borrower does not in any material respect infringe, misappropriate, dilute, violate or otherwise impair any material Intellectual Property owned by any other Person.

3.27 OFAC; Anti-Corruption.

3.28 Patriot Act. The Borrowers and each of their Subsidiaries are in compliance with the Anti-Terrorism Laws.

3.29 Collateral Documents, Etc. Except as otherwise contemplated hereby or under any other Loan Documents (including, for the avoidance of doubt, the Intercreditor Agreement), and except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability, regardless of whether considered in a proceeding in equity or at law, the provisions of the Collateral Documents, together with such filings and other actions required to be taken hereby or by the applicable Collateral Documents, are effective to create in favor of the Term Agent for the benefit of the Secured Parties a legal, valid, enforceable and perfected second-priority Lien (subject only to Permitted Liens and, as to priority, only to Permitted Liens under Section 5.1(c) or that have priority under applicable law) on all right, title and interest of the respective Borrowers in the Collateral described therein.

3.30 Beneficial Ownership Certification. As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

3.33 Studio and Tower Sites. Set forth in Schedule 3.33 is a complete and accurate list, as of the Closing Date, of (a) each real estate or tower location utilized or to be utilized as a studio or main transmitter site in the operation of the Stations and (b) each other parcel of real estate owned or leased by or licensed to MediaCo or its Subsidiaries (other than parcels of real estate used solely as low power transmitter sites). As to each such site owned by MediaCo or one of its Subsidiaries or utilized or to be utilized as a studio or main transmitter site in the operation of the Stations, Schedule 3.33 sets forth (i) the name(s) of the record owner(s) of such site, (ii) the street address of such site (if any) and (iii) a true copy of the lease or license. Moreover, each of the towers used in the operation of the Stations and which is owned by a Loan Party, which tower is required to be registered with the FCC pursuant to the FCC’s antenna structure registration requirements has been duly and accurately registered and each ASR Number is posted at the Tower Site where the failure to do so would reasonably be expected to have a Material Adverse Effect. All antenna structures used in the operation of the Stations and owned by a Loan Party are obstruction-marked and lighted in accordance with the Communications Act where the failure to do so would reasonably be expected to have a Material Adverse Effect.

ARTICLE IV.

AFFIRMATIVE COVENANTS

4.2 Certificates; Other Information. The Borrowers shall deliver to the Term Agent and the Term Lenders and in form and detail reasonably satisfactory to Term Agent:

(j) promptly, such additional business, financial, perfection certificates and other information as the Term Agent may from time-to-time reasonably request; and

4.3 Notices. The Borrower Representative shall notify promptly Term Agent of each of the following:

(a) the occurrence or existence of any Default or Event of Default;

(e) (i) the receipt by any Borrower or any Subsidiary of any written notice of violation of or potential liability or similar notice under Environmental Law which would be reasonably expected to result in a Material Adverse Effect, (ii) (A) unpermitted Releases, (B) the existence of any condition that would reasonably be expected to result in violations of or Liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law, which would reasonably be expected to result in Environmental Liabilities in excess of $1,000,000, and which in the case of clauses (A) or (B) above, either individually or in the aggregate for all such clauses, would reasonably be expected to result in a Material Adverse Effect, (iii) the receipt by any Borrower or any Subsidiary of notification that any Property of any Borrower or any Subsidiary is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities (x) which would reasonably be expected to result in a Material Adverse Effect or (y) for the repayment of money ad which Lien is imposed on Real Property owned by the Borrower or any Subsidiary) and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in Environmental Liabilities that would have a Material Adverse Effect;