Exhibit 10.1


 


ASSET PURCHASE AGREEMENT


 


by and among


 


SAGA BROADCASTING, LLC and SAGA QUAD
STATES COMMUNICATIONS, LLC


 


as Seller,


 


SAGA COMMUNICATIONS, INC.


 


as Guarantor

(for the limited purposes described herein)


 


and


 


EVENING TELEGRAM COMPANY D/B/A MORGAN
MURPHY MEDIA


 


as Buyer


 


Dated: May 9, 2017


 




     


     


    

 


TABLE OF CONTENTS


 





	1.	Sale and Purchase of Assets.	1
	 	1.1	Sale of Assets to Buyer	1
	 	1.2	Excluded Assets	2
	 	1.3	Assumption of Liabilities	2
	 	1.4	Surtsey Options	2
	 	 	 	 
	2.	Purchase Price.	3
	 	2.1	Purchase Price	3
	 	2.2	Prorations as of
Closing	3
	 	2.3	Adjustment to Purchase Price	4
	 	2.4	Allocation of Purchase Price	6
	 	 	 	 
	3.	Closing.		6
	 	3.1	Date of Closing	6
	 	3.2	Outside Date for Closing	6
	 	 	 	 
	4.	Representations and Warranties by Seller	6
	 	4.1	Organization, Standing and Foreign Qualification	6
	 	4.2	Authority and Binding Effect	7
	 	4.3	Validity of Contemplated Transactions, Restrictions	7
	 	4.4	Books And Records	7
	 	4.5	Financial Statements	7
	 	4.6	Absence of Undisclosed Liabilities	8
	 	4.7	Absence of Changes	8
	 	4.8	Tax Matters	8
	 	4.9	Title to Assets; Encumbrances; Condition	9
	 	4.10	Real Property	10
	 	4.11	Personal Property	11
	 	4.12	Intellectual Property	11
	 	4.13	Ownership	12
	 	4.14	Insurance	12
	 	4.15	Bonds, Letters of Credit and Guarantees	13
	 	4.16	Compliance with Law	13
	 	4.17	Environmental	15
	 	4.18	Litigation and Claims	16
	 	4.19	Employee Benefit
Plans	17
	 	4.20	Contracts	18
	 	4.21	Labor Matters	22
	 	4.22	Interested Transactions	23
	 	4.23	Solvency	23
	 	4.24	Brokers Or Finders	24
	 	4.25	Disclosure	24
	 	4.26	Limitations on Representations and Warranties	24




 




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	5.	Representations and Warranties by Buyer	25
	 	5.1	Buyer’s Organization	25
	 	5.2	Authorization of Agreement	25
	 	5.3	Consents of Third Parties	25
	 	5.4	Litigation	25
	 	5.5	Buyer’s Qualification	25
	 	5.6	Available Funds	26
	 	5.7	Financing	26
	 	5.8	Brokers or Finders	26
	 	 	 	 
	6.	Further Agreements of the Parties	27
	 	6.1	Filings	27
	 	6.2	Operations of the Stations	28
	 	6.3	No Control	31
	 	6.4	Expenses	31
	 	6.5	Access to Information	31
	 	6.6	Consents; Assignment of Agreements	32
	 	6.7	Sales Taxes; Transfer and Recording Fees	32
	 	6.8	Employees and Employee Benefit Matters	32
	 	6.9	Further Assurances	34
	 	6.10	Additional Financial Statements	34
	 	6.11	Schedules	35
	 	6.12	Other Offers and Exclusive Dealing	35
	 	6.13	Certain Tax Matters	36
	 	6.14	Consummation of Transactions; Closing Conditions	36
	 	6.15	Delivery of Books and Records	36
	 	6.16	Title Search; Discharge of Liens; Title Insurance	37
	 	6.17	Payroll Matters	38
	 	6.18	WARN Act	38
	 	6.19	Qualification and Existence	39
	 	6.20	Financing	39
	 	6.21	Transfer of Assets	42
	 	6.22	1031 Exchange	42
	 	6.23	Guaranty	42
	 	 	 	 
	7.	Conditions Precedent to Closing	42
	 	7.1	Conditions Precedent to the Obligations of Buyer	42
	 	7.2	Conditions Precedent to the Obligations of Seller	45
	 	 	 	 
	8.	Transactions at the Closing	46
	 	8.1	Documents to be Delivered by Seller	46
	 	8.2	Deliveries by Buyer	46
	 	 	 	 
	9.	Survival of Representations and Warranties; Indemnification	47
	 	9.1	Survival	47



 



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	 	9.2	Indemnification	47
	 	9.3	Limitation on Liability	49
	 	9.4	Further Limitation on Liability	50
	 	9.5	Exclusive Remedy	51
	 	 	 	 
	10.	Termination; Etc.	51
	 	10.1	Termination	51
	 	10.2	Effect of Termination	52
	 	10.3	Specific Performance	54
	 	 	 	 
	11.	Risk of Loss	54
	 	 	 
	12.	Definitions	54
	 	 	 
	13.	Miscellaneous	68
	 	13.1	Notices	68
	 	13.2	Entire Agreement	69
	 	13.3	Headings	70
	 	13.4	Governing Law	70
	 	13.5	Separability	70
	 	13.6	Assignment	70
	 	13.7	Publicity	70
	 	13.8	Jurisdiction	71
	 	13.9	Dispute Resolution	71
	 	13.10	Waiver of Jury Trial	71
	 	13.11	Counterparts	72
	 	13.12	Rules of Construction	72
	 	13.13	No Strict Construction	72
	 	13.14	Seller’s Accounts Receivable	73
	 	13.15	Saturdays, Sundays and Legal Holidays	73




 




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SCHEDULES


 


	Schedule
    1.1(a)	 	FCC Licenses
    and ASRs Currently in Effect
	Schedule 1.1(b)	 	Licenses; Tangible
    Personal Property Used Exclusively in the Operation of the Stations
	Schedule 4.3	 	Validity of Contemplated
    Transactions; Restrictions
	Schedule 4.7	 	Absence of Changes
	Schedule 4.8	 	Tax Matters
	Schedule 4.9	 	Title to Assets; Encumbrances;
    Condition
	Schedule 4.10(a)	 	Owned Real Property
	Schedule 4.10(h)	 	Title Insurance Policies
	Schedule 4.11(a)	 	Personal Property
    
	Schedule 4.11(b)	 	Leased Personal Property
	Schedule 4.12	 	Intellectual Property
	Schedule 4.14(a)	 	Insurance Policies
	Schedule 4.14(b)	 	Self-Insurance
	Schedule 4.14(c)	 	Insurance Policies
    Summaries
	Schedule 4.15	 	Bonds, Letters of
    Credit, and Guarantees
	Schedule 4.16(a)	 	Compliance with Law
	Schedule 4.16(b)	 	Pending FCC License
    Actions
	Schedule 4.17	 	Environmental
	Schedule 4.18	 	Litigation and Claims
	Schedule 4.19(a)	 	Seller Employee Benefit
    Plans
	Schedule 4.19(c)	 	Seller Employee Benefit
    Plans Compliance with Law
	Schedule 4.19(d)	 	Seller Employee Benefit
    Plans Severance Benefits
	Schedule 4.19(e)	 	Seller Employee Benefit
    Plans Payments or Vesting Triggered by Transaction
	Schedule 4.19(f)	 	Benefits to Retired
    or Terminated Employees
	Schedule 4.20(a)(i)	 	Material Contracts
    Affecting or Relating to Owned Property
	Schedule 4.20(a)(ii)	 	Leased Personal Property
	Schedule 4.20(a)(iii)	 	Outstanding Contracts
    for Acquisition or Sale of Goods, Assets or Services
	Schedule 4.20(a)(iv)	 	Outstanding Contracts
    for Acquisition of Capital Assets
	Schedule 4.20(a)(v)	 	Employment Contracts
	Schedule 4.20(a)(vi)	 	Contracts with Agents,
    Brokers and Sales Representatives of Seller
	Schedule 4.20(a)(vii)	 	Powers of Attorney
	Schedule 4.20(a)(viii)	 	Programming and Network
    Affiliation Agreements
	Schedule 4.20(a)(ix)	 	Barter and Trade Agreements
	Schedule 4.20(a)(x)	 	Station Intellectual
    Property Agreements
	Schedule 4.20(a)(xi)	 	Sharing Contracts
	Schedule 4.20(a)(xii)	 	Retransmission Agreements
	Schedule 4.20(a)(xiii)	 	Other Contracts
	Schedule 4.20(b)	 	Cable and DBS Carriage
	Schedule 4.20(c)	 	Contract with Material
    Advertisers
	Schedule 4.20(d)	 	Contracts Not Delivered
    or Made Available to Buyer


 




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	Schedule 4.20(g)	 	Assignability
	Schedule 4.21(a)	 	Station Employees
	Schedule 4.21(b)	 	Penalties or Severance Obligations of Employment Contracts
	Schedule 4.21(c)	 	Labor Disputes; Strikes; Work Stoppages
	Schedule 4.21(e)	 	Labor Relations Claims
	Schedule 4.22	 	Interested Transactions
	Schedule 6.2(m)	 	Capital Expenditures During the Executory Period
	Schedule 6.8(a)	 	Excluded Employees
	Schedule 6.8(c)	 	Severance Payments
	Schedule 7.1(d)	 	Required Consents and Approvals
	Schedule 12(A)	 	Other Excluded Assets


 


EXHIBITS


 


	Exhibit 8.1(a)	 	Form of Bill of Sale
	Exhibit 8.1(b)	 	Form of Assignment and Assumption of FCC Licenses
	Exhibit 8.1(c)	 	Form of Assignment of Station Intellectual Property
	Exhibit 8.1(d)	 	Form of Assignment and Assumption Instrument


 




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ASSET PURCHASE AGREEMENT


 


This Asset Purchase
Agreement (this “Agreement”), dated as of May 9, 2017, is made and entered into by and among (i) Saga
Broadcasting, LLC, a Delaware limited liability company (“Saga Broadcasting”) and Saga Quad States Communications,
LLC, a Delaware limited liability company (“Saga Quad States”) (together, Saga Broadcasting and Saga Quad
States are the “Seller”), (ii) Evening Telegram Company d/b/a Morgan Murphy Media a Wisconsin corporation
(“Buyer”), and (iii) solely as to Section 6.23, Saga Communications, Inc., a Delaware corporation (“Guarantor”).


 


BACKGROUND:


 


Saga Broadcasting
and Saga Quad States own and operate television broadcast station KAVU-TV in Victoria, TX, FCC Facility ID No. 73101 (“KAVU”),
KMOL-LD (FCC Facility ID No. 128455), KQZY-LP (FCC Facility ID No. 127289), KUNU-LD (FCC Facility ID No. 57866), KVTX-LP (FCC Facility
ID No. 5842), and KXTS-LD (FCC Facility ID No. 31516) in Victoria, Texas and own certain assets used in the operation of television
broadcast station KVCT(TV), Victoria, Texas, FCC Facility ID No. 35846 (“KVCT”);


 


Saga Quad States
owns and operates television broadcast station KOAM-TV in Pittsburg, Kansas, FCC Facility ID No. 58552 (“KOAM”)
and owns certain assets used in the operation of television broadcast station KFJX(TV), Pittsburg, Kansas, FCC Facility ID No.
83992 (“KFJX,” and together with KOAM, KAVU, KMOL-LD, KQZY-LP, KUNU-LD, KVTX-LP, KXTS-LD and KVCT-TV, the “Stations”).


 


Surtsey Media, LLC,
a Michigan limited liability company (“Surtsey”), holds the licenses and authorizations issued by the FCC relating
to KFJX and KVCT-TV, and owns certain other assets used, useful or held for use in the business or operation of KFJX and KVCT-TV
(the “Surtsey Assets”).


 


Seller desires to
sell, assign and transfer to Buyer, and Buyer desires to purchase and assume from Seller the Assets (which do not include the Surtsey
Assets) and the Assumed Liabilities of the Stations (which do not include any Liabilities related to the Surtsey Assets), on the
terms and subject to the conditions set forth herein.


 


AGREEMENT:


 


In consideration
of the above premises, the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:


 


1.           Sale
and Purchase of Assets.


 


1.1           Sale
of Assets to Buyer. At the Closing, subject to the satisfaction or valid waiver of the conditions set forth in Section 7, Seller
shall sell and assign to Buyer and Buyer shall purchase and acquire, all of Seller’s right, title and interest in and to
the Assets, free and clear of any and all Liens other than Permitted Liens.


 




     


     


    

 


1.2           Excluded
Assets. Seller shall not transfer, assign or sell, and Buyer shall not purchase or acquire from Seller, any of the Excluded
Assets.


 


1.3          Assumption
of Liabilities.


 


(a)          At
the Closing, subject to the satisfaction or valid waiver of the conditions set forth in Section 7, Buyer shall assume, pay, perform
and discharge all of the Assumed Liabilities. Buyer shall be entitled to assert any defense against a Third Party with respect
to an Assumed Liability. Seller shall make its representatives available for consultation with Buyer as Buyer reasonably may request
with respect to any facts in Seller’s possession relevant to such defense relating to periods prior to the Closing upon reasonable
notice, during normal business hours, and for reasonable periods of time.


 


(b)          Buyer
shall not assume, and shall not pay, perform or discharge, any other Liabilities or obligations of Seller, relating to the Stations,
the Seller or otherwise, and Seller shall retain, pay, perform and discharge all Liabilities or obligations of Seller other than
the Assumed Liabilities (including the Retained Liabilities).


 


1.4          Surtsey
Options. Simultaneous with the execution of this Agreement, (i) Seller shall assign the options listed in Schedule 1.4 to purchase
the Surtsey Assets from Surtsey (the “Options”) to SagamoreHill Midwest, LLC, a Delaware limited liability company
(the “Option Assignee”), (ii) Buyer shall cause the Option Assignee to execute the Options and (iii) Buyer shall
cause the Option Assignee to enter into one or more agreements with Surtsey to purchase the Surtsey Assets, such agreements containing
substantially the same terms and conditions as this Agreement (collectively, the “Surtsey APA”). In addition,
the Surtsey APA shall provide that (i) the closing under the Surtsey APA shall be contemporaneous with and contingent upon the
Closing pursuant to this Agreement and (ii) in the event the closing under the Surtsey APA does not occur and the Surtsey APA is
terminated (the “Surtsey Termination”), the Option Assignee and Surtsey agree that Option Assignee will immediately,
with no restrictions, requirements or qualifications, assign the Options to Seller. Upon the occurrence of the Surtsey Termination,
Buyer will cause the Option Assignee to assign the Options to Seller in accordance with the foregoing sentence. The Base Purchase
Price, as defined in Section 2.1 hereof, shall be adjusted, up or down, on a dollar-for-dollar basis, by the amount of any adjustment
to the Base Purchase Price, as defined and described in the Surtsey APA, from Three Million Three Hundred Seventy-Eight Thousand
Five Hundred Seventy Two and 41/100 Dollars ($3,378,572.41) due to the Closing Date (as defined in the Surtsey APA) being on a
day other than September 1, 2017.


 




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2.           Purchase
Price.


 


2.1          Purchase
Price. In consideration for the Assets, pursuant to the terms and subject to the conditions of this Agreement, at Closing Buyer
shall (i) assume the Assumed Liabilities from Seller and (ii) pay Sixty-Six Million Six Hundred Twenty-One Thousand Four Hundred
Twenty-One and 59/100 ($66,621,421.59), subject to adjustments as described in Section 1.4, and in Sections 2.2 and
2.3 (collectively, the “Purchase Price”), as follows: (A) Buyer shall pay Sixty-Three Million One Hundred Twenty-One
Thousand Four Hundred Twenty-One and 59/100 ($63,121,421.59) (the “Base Purchase Price”), subject
to adjustments as described in Section 1.4, and in Sections 2.2 and 2.3, to Seller in cash; and (B) the APA Deposit Escrow, and
at the election of the Buyer, the portion of the interest and earnings thereof specified by the Buyer as a further credit against
the Purchase Price, shall be paid by the Escrow Agent to the Seller, by wire transfer of immediately available funds in accordance
with the written instructions set forth in the joint instructions. On the date hereof, Buyer has delivered the APA Deposit Escrow
to the Escrow Agent to hold in accordance with and subject to the terms of this Agreement and the Deposit Escrow Agreement.


 


2.2          Prorations
as of Closing. 


 


(a)          Subject
to the provisions of paragraph (b) below, the Base Purchase Price shall be subject to adjustment to reflect the principle that
all revenues, expenses, costs and Liabilities (other than Retained Liabilities) arising from the ownership and operation of the
Assets and the business of the Stations, including, without limitation, tower rental, business and license fees, utility charges,
real and personal property Taxes and assessments levied against the Assets and rebates thereof, property and equipment rentals,
sales commissions or other fees payable, applicable copyright or other fees, including sales and service charges, Taxes (except
for Taxes arising from the transfer of the Assets pursuant to this Agreement and except for a party’s income taxes), any
accrued expenses, FCC regulatory fees (for which Buyer shall be responsible only for the pro-rated portion of the fees), FCC reimbursements
as described in Section 6.2(r) herein, music and other license fees and similar prepaid and deferred items, shall be prorated between
Buyer and Seller to effect the principle that Seller shall receive all revenues and shall be responsible for all expenses, costs
and Liabilities arising from the ownership and operation of the Assets and allocable to the business of the Stations for the period
ended immediately prior to the Effective Time (other than the Assumed Liabilities), and Buyer shall receive all revenues and shall
be responsible for all expenses, costs and Assumed Liabilities (but no other Liabilities) arising from the ownership and operation
of the Assets and allocable to the business of the Stations, as applicable, for the period commencing immediately on and after
the Effective Time. For purposes of such proration, real property Taxes for the Tax year in which the Closing occurs shall be prorated
as of the Closing Date in the customary method (as determined by the Title Company) used in the county in which the Owned Real
Property is located. If Closing occurs before real property Taxes for the Owned Real Property are fixed for such Tax year, Taxes
will be apportioned based upon the Taxes for the preceding year. All utilities will be apportioned based on final meter readings
and final invoices if obtainable; otherwise equitably prorated based upon the most recent billing period.


 




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(b)          Notwithstanding
anything else in this Section 2.2 to the contrary, any prorations and adjustments pursuant to Section 2.2(a) shall be subject to
the following:


 


(i)          In
no event shall Buyer be liable for any accrued but unused paid time off;


 


(ii)         There
shall be no proration for or in respect of the Excluded Assets or the Retained Liabilities, and Buyer shall not be responsible
for any obligation or Liability that is not an Assumed Liability; and


 


(iii)        Except
as otherwise provided in Section 6.8, in no event shall Buyer be liable for any bonus or any other compensation payable to any
employees as a result of or in connection with the transaction contemplated herein, including stay or retention bonuses or change
of control payments, all of which shall be the responsibility of Seller.


 


(c)          Notwithstanding
anything else in this Section 2.2 to the contrary, there shall be no proration between Buyer and Seller for Programming Agreements,
except to the extent that any payment or performance due under a Programming Agreement relates to a payment period that straddles
the Effective Time. All Programming Agreements have been amortized in accordance with the Stations’ ordinary course accounting
policies. Notwithstanding anything to the contrary contained herein, the current liability for each of the Programming Agreements
shall be brought current by Seller as of the Effective Time and no such amounts shall be deferred in such a manner that the liability
in respect thereof differs from amounts determined by using the terms of the agreement giving rise to such liability.


 


2.3          Adjustment
to Purchase Price. 


 


(a)          Determination
of Estimated Purchase Price Adjustment Statement. Seller shall prepare and deliver to Buyer a written statement of its good
faith estimate of (i) any prorations required by Section 2.2(a) and (ii) credits for accrued but unused vacation days and personal
days of Transferred Employees as of the Effective Time as described in Section 6.8(b), and the Purchase Price based thereon (the
“Estimated Purchase Price Adjustment Statement”) no fewer than five (5) days prior to the Closing Date. The
Estimated Purchase Price Adjustment Statement shall be prepared in accordance with GAAP consistently applied and on the same basis
and applying the same accounting principles, policies and practices that were used in preparing the Financial Statements; provided,
however, that for purposes of Sections 2.3(a), 2.3(b), and 2.3(c) the Estimated Purchase Price Adjustment Statement shall exclude:
(i) any proration of income or expense with regard to Accounts Receivable; and (ii) all allowances for bad debts. Seller will afford
Buyer reasonable access to all records and work papers used in preparing the Estimated Purchase Price Adjustment Statement and
the Buyer will notify Seller of any good faith disagreement with such calculation within three (3) days of receiving the Estimated
Purchase Price Adjustment Statement.


 


(b)          Estimated
Purchase Price Adjustment Statement Adjustment. If the Estimated Purchase Price Adjustment Statement requires a decrease in
the Base Purchase Price, such adjustment shall be effected by a reduction in the Base Purchase Price. If the Estimated Purchase
Price Adjustment Statement requires an increase in the Base Purchase Price, such adjustment shall be effected by an increase in
the Base Purchase Price.


 




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(c)          Determination
of Final Purchase Price Adjustment Statement. Within ninety (90) days after the Closing Date, Buyer shall determine, and deliver
to Seller, a written statement of (i) any prorations required by Section 2.2(a) and (ii) credits for accrued but unused vacation
days and personal days of Transferred Employees as of the Effective Time as described in Section 6.8(b), and the Purchase Price
based thereon (the “Final Purchase Price Adjustment Statement”) using the same methodology and the same accounting
principles, policies and practices as were used for the Estimated Purchase Price Adjustment Statement, including the exclusion
of: (i) all Accounts Receivable; and (ii) all allowances for bad debts. Buyer will afford Seller reasonable access to all records
and work papers used in preparing the Final Purchase Price Adjustment Statement.


 


(d)          Disputes.
If, within thirty (30) days following receipt of the Final Purchase Price Adjustment Statement by Seller, Seller has not given
Buyer written notice of its objection to any calculation contained therein (which notice shall state the reasonable basis of Seller’s
objection and specify the amount of the dispute), then the Final Purchase Price Adjustment Statement and the Purchase Price set
forth therein calculated by Buyer shall be binding and conclusive on the parties. If, on the other hand, Seller duly gives Buyer
such written notice of objection, and if Seller and Buyer fail to resolve the issues outstanding contained in the Final Purchase
Price Adjustment Statement within thirty (30) days of Buyer’s receipt of Seller’s objection notice, Seller and Buyer
shall submit the issues remaining in dispute to BDO USA, LLP (or, in the event such firm is no longer in existence or is no longer
independent with respect to one or both of the parties, such other firm of independent certified public accountants as the parties
shall mutually agree) (the “Independent Accountants”) for resolution applying the principles, policies and practices
referred to in Section 2.3(a). If issues are submitted to the Independent Accountants for resolution, (i) Seller and Buyer shall
furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to
the disputed issues as the Independent Accountants may reasonably request and as are available to that party or its agents and
shall be afforded the opportunity to present to the Independent Accountants any additional material relating to the disputed issues
and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth
in a written notice to be delivered to both Seller and Buyer within sixty (60) days of the submission to the Independent Accountants
of the issues remaining in dispute, shall be final, binding and conclusive on the parties (absent manifest error) and shall be
used in the calculation of the Purchase Price; and (iii) each party shall bear fifty percent (50%) of the fees and costs of the
Independent Accountants for such determination.


 


(e)          Final
Purchase Price Adjustment. The Purchase Price, as adjusted pursuant to Section 2.3(d), shall be further increased or decreased
by the amount, if any, by which the Purchase Price set forth in the Final Purchase Price Adjustment Statement is greater than or
less than, respectively, the Purchase Price set forth in the Estimated Purchase Price Adjustment Statement (the “Final
Purchase Price Adjustment”). If the Purchase Price set forth in the Final Purchase Price Adjustment requires a decrease
in the Base Purchase Price, then such adjustment shall be effected by a payment in cash by Seller to Buyer within five (5) Business
Days after the final determination of the Final Purchase Price Adjustment. If the Purchase Price set forth in the Final Purchase
Price Adjustment requires an increase in the Base Purchase Price, then such adjustment shall be effected by payment in cash by
Buyer to Seller within five (5) Business Days after the final determination of the Final Purchase Price Adjustment.


 




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2.4          Allocation
of Purchase Price. Seller and Buyer shall use commercially reasonable efforts to agree, within one hundred twenty (120) days
after the Closing Date, on the allocation of the Purchase Price (and other amounts, including Assumed Liabilities, taken into account
as purchase price for tax accounting purposes) among the Assets in accordance with the requirements of Section 1060 of the Code,
and the regulations thereunder; provided, however, Buyer may extend such period to one hundred eighty (180) days after the Closing
Date if it determines such extension is reasonably necessary in light of any appraisal of the Assets it is conducting after the
Closing. If the parties hereto reach agreement with respect to such allocation, the parties agree to (i) jointly complete and separately
file IRS Forms 8594 with their respective federal income Tax Returns for the Tax year in which the Closing Date occurs, and (ii)
not take a position on any Tax Return that is inconsistent with the terms of any such allocation without the written consent of
the other parties. If the parties do not reach agreement with respect to such allocation, then each party shall make its own determination
of such allocation for financial and Tax reporting purposes. The parties shall promptly advise each other of the existence of any
Tax audit or Litigation related to any allocation hereunder.


 


3.           Closing.


 


3.1          Date
of Closing. The consummation of the transactions contemplated by this Agreement (the “Closing”) shall occur
on the Closing Date, and shall be held at the offices of Seller’s counsel at 10:00 a.m. local time, or at such other time
and place as Seller and Buyer may mutually agree. The Closing may also be consummated by the exchange of signature pages by facsimile,
by email (in portable document format or other appropriate format) or by overnight mail. Notwithstanding the actual time the deliveries
of the parties are made on the Closing Date, the parties agree that the Closing shall be effective and deemed for all purposes
to have occurred as of 12:01 a.m., local time in Pittsburg, Kansas, on the Closing Date (the “Effective Time”).


 


3.2          Outside
Date for Closing. If the Closing has not occurred by May 19, 2018 (the “Outside Termination Date”), then
either Seller or Buyer may terminate this Agreement in accordance with Section 10.1(g). If the Closing is postponed pursuant to
Section 11, then the date referred to in the previous sentence shall be extended by the period of such permitted postponement.


 


4.           Representations
and Warranties by Seller. Seller represents and warrants to Buyer as follows:


 


4.1          Organization,
Standing and Foreign Qualification. Seller entities are duly formed, validly existing, and in good standing under the laws
of the State of Delaware with the power and authority to carry on the business of the Stations and to own, lease and operate the
Assets, and are qualified to do business as a foreign limited liability company in each jurisdiction where such qualification is
necessary.


 




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4.2          Authority
and Binding Effect. Seller has the power and authority necessary to enter into and perform its obligations under this Agreement
and the other agreements, documents and instruments contemplated hereby to which Seller is a party (the “Seller Other
Agreements”) and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance
of this Agreement and Seller Other Agreements have been approved by all necessary action of Seller. This Agreement has been, and
the Seller Other Agreements will be, executed and delivered by duly authorized officers of Seller and constitutes, or will constitute
when executed and delivered, the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with
its terms except as such enforceability may be limited by principles of public policy, and subject to (i) the effect of any applicable
Laws of general application relating to bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’
rights and relief of debtors generally, and (ii) the effect of rules of law and general principles of equity, including, without
limitation, rules of law and general principles of equity governing specific performance, injunctive relief and other equitable
remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


4.3          Validity
of Contemplated Transactions, Restrictions. Except as disclosed on Schedule 4.3, the execution, delivery and performance
of this Agreement and the Seller Other Agreements by Seller and the consummation of the transactions contemplated hereby or thereby,
will not (i) violate any provision of the certificate of formation or the operating agreement of any Seller entity, (ii) subject
to obtaining the FCC Consent, violate, in any Material respect, any Law or Order relating to Seller, to the Stations or to the
Assets, (iii) result in a Default under, or require the consent or approval of any party to, any Material Business Contract or
any Material License of Seller related to the Stations, (iv) result in the creation or imposition of any Lien on any of the Assets,
other than Permitted Liens; or (v) require the consent or approval of, or any Material notice to, any Governmental Authority, except
as set forth in Section 6.1 (which section includes the FCC Consent).


 


4.4          Books
And Records. The books of account and other financial Records of Seller pertaining to the ownership and operation of the Stations
or of the Assets, all of which have been made available to Buyer, are complete and correct and represent actual, bona fide transactions
and have been maintained in accordance with sound business practices.


 


4.5          Financial
Statements. True, correct and complete copies of all of the Financial Statements have been made available to Buyer. The Consolidated
Statements are audited and all of the Financial Statements (i) have been prepared in accordance with GAAP consistently applied
(except for normal year-end adjustments and the absence of notes in respect of the Financial Statements other than the Consolidated
Statements) throughout the periods covered thereby and in accordance with the books and records of Seller, which are complete and
correct in all Material respects, (ii) present fairly, in all Material respects, the financial position of Seller as of the dates
indicated and the results of its operations and its cash flows for the periods then ended, and (iii) reflect reserves in conformity
with GAAP. The Financial Statements contain all adjustments necessary to present fairly, in all Material respects, the financial
condition of Seller as of the respective dates indicated and the results of operations of Seller for the respective periods indicated,
except that the Interim Financial Statements remain subject to normal audit adjustments and absence of notes. There are no letters
from Seller’s auditors to Seller’s board of directors, managers or the audit committee thereof during the thirty-six
(36) months preceding the execution of this Agreement requiring a response thereto.


 




    	 	7	 



     


    

 


4.6          Absence
of Undisclosed Liabilities. Seller has no Undisclosed Liabilities related to the Stations or to which the Assets would be subject,
except for Liabilities incurred since the Interim Balance Sheet Date in the ordinary course of business consistent with past practice.


 


4.7          Absence
of Changes. Except as disclosed on Schedule 4.7 (or permitted in accordance with Section 6.2 with respect to matters
occurring after the date hereof, but prior to the Closing Date), since the Interim Balance Sheet Date through the date hereof:
(a) the business of the Stations has been carried on only in the ordinary course consistent with past practices; (b) there has
been no Material Adverse Change, and, to Seller’s Knowledge, there has been no event or circumstance that alone, or in combination
with any other event or circumstance, is reasonably likely to result in a Material Adverse Change with respect to the business
of the Stations or of the Assets; (c) Seller has not made any Material change in any method of accounting or any accounting principle,
policy or practice with respect to the Stations and to the Assets; (d) Seller has not canceled, modified or waived, without receiving
payment or performance in full, except for adjustments to Accounts Receivable in the ordinary course of business, any (i) Material
Liability owed to Seller with respect to the Stations and to the Assets, including any Accounts Receivable of Seller from any Affiliate
or any Related Party to an Affiliate, (ii) Material Litigation Seller may have against other Persons with respect to the Stations
or the Assets, or (iii) other Material rights of Seller with respect to the Stations or to the Assets; (e) Seller has not (i) made
any Material adverse amendment to or terminated any Material Business Contract or Material License with respect to the Stations
or the Assets, (ii) made any increase in compensation paid, payable or to become payable by Seller to its employees of the Stations
or created or amended any Employee Benefit Plan, outside of the ordinary course of business consistent with past practices, (iii)
incurred Material loss of or to any of the Assets, (iv) sold, assigned, leased or otherwise transferred or disposed of any tangible
or intangible assets used or held for use in the operations of the Stations, except for immaterial assets in the ordinary course
of business consistent with past practices, or (v) lowered the advertising rates of the Stations in a manner not consistent with
past practices or reflective of current market conditions; (f) there has been no change in cable carriage or channel position on
any cable or DBS system on which the Stations are carried; (g) there has been no transaction with Seller or its Affiliates or any
officer or director of Seller or its Affiliates; and (h) there has been no agreement or arrangement to take any of the actions
specified in this Section 4.7, except as expressly contemplated by this Agreement.


 


4.8          Tax
Matters. Except as set forth on Schedule 4.8:


 


(a)          Seller
has filed with the appropriate taxing authorities all Tax Returns required to be filed through the date hereof and all such Tax
Returns were correct and complete in all Material respects, and were prepared in compliance in all Material respects with all applicable
Laws and regulations. Seller has paid all required Taxes, other than Taxes not yet due and Taxes being contested in good faith
via appropriate proceedings and as to which adequate reserves (determined in accordance with GAAP) have been provided in the Financial
Statements and the Interim Financial Statements.


 




    	 	8	 



     


    

 


(b)          The
reserves for Taxes in the Interim Balance Sheet are accrued in accordance with GAAP and sufficient for the payment of all unpaid
Liabilities for Taxes of Seller (whether or not disputed) for all activities that occurred and all assets owned during the periods
ended on or before the Interim Balance Sheet Date. Since the Interim Balance Sheet Date, Seller has not incurred any Liability
for Taxes other than in the ordinary course of business and no such Tax Liability so incurred is Material. Seller has not been
delinquent in the payment of any Tax, assessment, deposit or other charge by any Governmental Authority and no Liability is pending
or has been assessed, asserted or threatened against Seller or any of the Assets in connection with any Tax, and, to the Knowledge
of Seller, there is no basis for any such Liability. Seller has not received any notice of assessment or proposed assessment in
connection with any Tax Returns and there are no pending Tax examinations of or Tax claims asserted against Seller or any of the
Assets, including any claim by any Governmental Authority in any jurisdiction where Seller did not file Tax Returns, and where
Seller is or may be subject to or liable for Taxes imposed by that Governmental Authority or jurisdiction. There are no Liens for
any Taxes (other than any inchoate Lien for current real property or ad valorem Taxes not yet due and payable) on any of the Assets
or any other assets of Seller.


 


(c)          No
Tax is required to be withheld pursuant to Section 1445 of the Code as a result of any of the transfers contemplated by this Agreement.


 


(d)          Seller
has withheld and paid all Taxes required to have been withheld and paid by it in connection with amounts paid or owing to any employee,
independent contractor, creditor, stockholder, or other Third Party.


 


(e)          Seller
is not a party to any Tax allocation or sharing agreement. Seller does not have any Liability for the Taxes of any Person as a
transferee or successor, by contract, or otherwise.


 


4.9          Title
to Assets; Encumbrances; Condition.


 


(a)          Except
as set forth on Schedule 4.9 or shown in the Title Commitments with respect to the Owned Real Property, Seller has good
and transferable title to all of the Assets other than the Owned Real Property, and has good and marketable title to the Owned
Real Property, in each case, free and clear of any and all Liens, except Permitted Liens. The Assets (i) include all assets that
are owned or leased by Seller or any Affiliate of Seller that are primarily related to the business and operation of the Stations
as currently operated and (ii) collectively, constitute all of the assets reasonably necessary for the business and operation of
the Stations, in the case of each of (i) and (ii) other than the Surtsey Assets, immediately following the Closing in substantially
the same manner as presently operated.


 




    	 	9	 



     


    

 


(b)          Each
Improvement and each item of tangible Personal Property is in good condition for its present and intended uses and operation, given
the age of such property and the use to which such property is put and except to the extent of normal wear and tear and is usable
in the ordinary course of business consistent with past practices.


 


4.10        Real
Property.


 


(a)          Schedule
4.10(a) contains the legal description of each parcel of the Owned Real Property. Except as set forth on Schedule 4.10(a),
Seller has granted no option or entered into any contracts with others for the sale, lease or transfer of any Owned Real Property,
and no party has any right or option to acquire, or right of first refusal with respect to, any Owned Real Property or any portion
thereof.


 


(b)          Seller
does not lease any real property in the operation of the Stations, and no rights under any leases of real property will be transferred
to Buyer at Closing.


 


(c)          To
the Knowledge of Seller, except as otherwise shown on the Surveys or reflected in the Title Commitments, each parcel of Owned Real
Property has direct access to and from such parcel of Owned Real Property and publicly dedicated streets, roads or highways and
such access is not dependent on any land or other real property interest which is not included in the Owned Real Property. Seller
has not received written notice from any governmental agency that the current use of the Owned Real Property for the various purposes
for which it is presently being used is in breach of any applicable zoning legal requirements. To the Knowledge of Seller, except
as otherwise shown on the Surveys or reflected in the Title Commitments, no part of any Improvement on the Owned Real Property
encroaches on any real property not included in the Owned Real Property, and there are no buildings, structures, fixtures or other
Improvements to the Owned Real Property primarily situated on adjoining property which encroach on any part of the Owned Real Property.


 


(d)          To
the Knowledge of Seller, except as otherwise shown on the Surveys or reflected in the Title Commitments, there are no Material
encroachments on or off the Real Property or other Material defects in the title of said Owned Real Property. To Seller’s
Knowledge, except as otherwise shown on the Surveys or reflected in the Title Commitments, all Improvements, structures and transmitting
facilities of the Stations, including, towers, antennas, guy lines, anchors and other related building, structures, Improvements
and appurtenances, are located entirely within the confines of the Owned Real Property or beneficial easements, except for such
failures as are not, individually or in the aggregate, Material.


 


(e)          As
of the Closing Date, there will be no Material unrecorded Contracts known to or granted by Seller affecting the Owned Real Property
or any part thereof, except for those Material Contracts identified on Schedule 4.20(a)(i), and there will be no Persons
in possession of the Owned Real Property or any part thereof other than Seller and the tenants under any income Leases.


 




    	 	10	 



     


    

 


(f)          To
the Knowledge of Seller, no claim or right of adverse possession by any Third Party has been claimed with respect to the Owned
Real Property, and none of such property is subject to any Order for its sale, condemnation, expropriation or taking (by eminent
domain or otherwise) by any Governmental Authority nor, to the Knowledge of Seller, has any such sale, condemnation, expropriation
or taking been proposed or threatened.


 


(g)          Seller
has received no notice of any outstanding Material violation of Law affecting the Owned Real Property, and to the Knowledge of
Seller, no such violation of Law exists.


 


(h)          Schedule
4.10(h) contains a list as of the date hereof of all title insurance policies held or owned by Seller relating to the Owned
Real Property. Copies of all such title insurance policies have been delivered or made available to Buyer by Seller.


 


4.11        Personal
Property.


 


(a)          Schedule
4.11(a) contains a correct and complete (i) list of each item of Personal Property or (ii) collection of items of Personal
Property booked by Seller as part of a single project, in each case that has an original cost in excess of $50,000. Except as disclosed
on Schedule 4.11(a), neither the Personal Property nor any of Seller’s right, title or interest therein is affected
by any Lien, other than Permitted Liens.


 


(b)          Schedule
4.11(b) contains a correct and complete description of all Leased Personal Property as of the date hereof. Except as disclosed
on Schedule 4.11(b), neither the Leased Personal Property nor any of Seller's right, title or interest therein is affected
by any Lien, other than Permitted Liens.


 


4.12        Intellectual
Property. Schedule 4.12 contains a correct and complete list of all of the Registered Station Intellectual Property,
all of the call letters for the Stations and any Material common law trademarks included in the Station Intellectual Property.
With regard to all Registered Station Intellectual Property, Schedule 4.12 specifies (i) the name of the applicant or registrant
of record and the current owner, (ii) the jurisdiction where the application or registration is located (or, in the case of domain
names, the registrars with which such domain names are registered), (iii) the application or registration number, (iv) the filing
date and issuance, registration, or grant date, and (v) the prosecution or registration statute. All Material Licenses granting
any rights with respect to Material Station Intellectual Property are in full force and effect and constitute legal, valid and
binding obligations of Seller, and to the Knowledge of Seller, the other respective parties thereto. There have not been and there
currently are not any Defaults thereunder by Seller or, to the Knowledge of Seller, any other party thereto. Neither Seller nor
any of its Affiliates has, in connection with the business of the Stations, violated, infringed upon or unlawfully or wrongfully
used the Intellectual Property of others. No Material Station Intellectual Property, as used in the business of the Stations, infringes
upon or otherwise violates the rights of others, and no Person has asserted in writing within the twelve (12) months immediately
preceding the date of this Agreement a bona-fide claim of such infringement or misuse. Seller has used commercially reasonable
efforts to enforce, maintain and protect its interests in and to Station Intellectual Property. Seller has, and upon consummation
of the transactions contemplated by this Agreement, Buyer will have, all right, title and interest in (or, subject to the terms
of any applicable License, the right to use) the Station Intellectual Property, including the Registered Station Intellectual Property
identified on Schedule 4.12. All Material patents, trademarks, trade names, service marks, assumed names, and copyrights
and all registrations thereof included in the Registered Station Intellectual Property are valid, subsisting and in full force
and effect.


 




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4.13        Ownership.
Franklin Communications, Inc., a Delaware corporation, is the sole member of Saga Quad States and Saga Communications, Inc., a
Delaware corporation, is the sole member of Saga Broadcasting. None of the outstanding equity securities of Seller were issued
in violation of the Securities Act of 1933, as amended (the “Securities Act”), or any other applicable Law.


 


4.14        Insurance.


 


(a)          Schedule
4.14(a) contains a complete and accurate list of all insurance policies held or owned by Seller relating to the business of
the Stations or of the Assets and now in force and such schedule indicates the name of the insurer, the type of policy, the amount
of the premiums, the term of each policy, and the amounts of coverage and deductible in each case and all outstanding claims thereunder.
Correct and complete copies of all such policies have been delivered to Buyer by Seller on or before the date of this Agreement.
All such policies are in full force and effect and enforceable in accordance with their terms except as such enforceability may
be limited by principles of public policy, and subject to (A) the effect of any applicable Laws of general application relating
to bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors' rights and relief of debtors generally,
and (B) the effect of rules of law and general principles of equity, including, without limitation, rules of law and general principles
of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability
is considered in a proceeding in equity or at law). Seller is not now in Material Default regarding the provisions of any such
policy, including failure to make timely payment of all premiums due thereon, and has not failed to give any notice or present
any claim thereunder in due and timely fashion.


 


(b)          Schedule
4.14(b) sets forth: (i) any self-insurance arrangement by or affecting Seller, including any reserves established thereunder;
(ii) any Contract or arrangement, other than a policy of insurance, for the transfer or sharing of any risk to which Seller is
a party or which involves the business of Seller; and (iii) all obligations of Seller to provide insurance coverage to Third Parties
(for example, under Leases or service agreements) and identifies the policy under which such coverage is provided.


 


(c)          With
respect to any insurance policies held or owned by Seller relating to the business of the Stations or of the Assets, Schedule
4.14(c) sets forth, by year, for the current policy year and each of the three (3) preceding policy years: (i) a summary of
the loss experienced under each policy of insurance; (ii) a statement describing each claim under a policy of insurance for an
amount in excess of Fifty Thousand Dollars ($50,000) which sets forth: (A) the name of the claimant; (B) a description of the policy
by insurer, type of insurance and period of coverage; and (C) the amount and a brief description of the claim; and (iii) a statement
describing the loss experience for all claims that were self-insured, including the number and aggregate cost of such claims.


 




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4.15        Bonds,
Letters of Credit and Guarantees. Schedule 4.15 contains a complete and accurate list of all bonds, letters of credit,
and guarantees issued by Seller, its member or any Third Party for the benefit of Seller and relating to the business of the Stations
or of the Assets and now in force or outstanding. Such Schedule 4.15 contains a summary of the terms, amount, cost and reason
for issuance of each such bond, letter of credit and guarantee, correct and complete copies of which have been delivered to Buyer
by Seller on or before the date of this Agreement. All such bonds, letters of credit and guarantees are in full force and effect
and enforceable in accordance with their terms except as such enforceability may be limited by principles of public policy, and
subject to (A) the effect of any applicable Laws of general application relating to bankruptcy, reorganization, insolvency, moratorium
or similar Laws affecting creditors' rights and relief of debtors generally, and (B) the effect of rules of law and general principles
of equity, including, without limitation, rules of law and general principles of equity governing specific performance, injunctive
relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law).
Neither Seller nor, to the Knowledge of Seller, any other party thereto is in Material Default regarding the provisions of any
bond, letter of credit or guarantee listed on Schedule 4.15, including the failure to make timely payment of all premiums and fees
due thereon, and Seller has not failed to give any notice or present any claim thereunder in due and timely fashion.


 


4.16        Compliance
with Law.


 


(a)          Except
as set forth in Schedule 4.16(a), Seller is in compliance in all Material respects with all Laws, Licenses and Orders applicable
to, required of or binding on Seller with respect to the Stations, the business of the Stations or of the Assets, including the
FCC Licenses and the Communications Act of 1934, as amended (including, inter alia, by the Cable Communications Policy Act
of 1984, the Cable Television Consumer Protection and Competition Act of 1992 and the Telecommunications Act of 1996, and the rules,
regulations, and published policies of the FCC, US communications regulatory agencies (such as public service or utilities commissions)
and related interpretations by the federal courts, any state or local communications laws and any applicable laws, rules, regulations
and Orders of any applicable state, territorial or foreign public utility commission) (the “Communications Laws”).
Seller is qualified to hold all of the FCC Licenses that it holds with respect to the Stations.


 




    	 	13	 



     


    

 


(b)          Except
as set forth in Schedule 4.16(b), Seller holds all Licenses, other Material permits and authorizations necessary for or
used in the operations of the Stations (other than those stations that are licensed to Surtsey Media, LLC), including all consents,
approvals, permits and Licenses required or issued by applicable state or federal communications regulatory agencies, including
the FCC, and each of the FCC Licenses is, and each such permit and authorization is, valid and in full force and effect and has
not been suspended, revoked, canceled or adversely modified. Seller is not subject to any FCC “red light” status and
all regulatory fees required to be paid to the FCC by Seller with respect to the Stations have been timely paid. Schedule 1.1(a)
contains a true and complete list of the FCC Licenses and Antenna Structure Registrations currently in effect and all such permits
and authorizations (showing, in each case, the expiration date). Seller has (i) submitted a registration to FCC’s Antenna
Structure Registration Database and (ii) obtained and holds an Antenna Structure Registration number for each of those antenna
structures used in the business of the Stations for which Seller is the antenna structure owner and for which such a registration
is required to comply with Section 17 of the FCC rules. Except as set forth in Schedule 4.16(b), no action or proceeding,
except for rule making proceedings and other proceedings generally applicable to the television industry, is pending for the renewal
or modification of any of the FCC Licenses or any of such permits or authorizations, and no application, action, proceeding, investigation
or complaint is pending or to Seller’s Knowledge threatened in writing that could reasonably be expected to result in (i)
the imposition of any administrative or judicial sanction with respect to the Stations that may adversely affect the rights of
Buyer under any such FCC Licenses, permits or authorizations, (ii) the denial of the application for the renewal of the FCC Licenses,
(iii) the revocation, modification, nonrenewal or suspension of any of the FCC Licenses or any of such permits or authorizations,
or (iv) the issuance of a cease-and-desist Order. Except as set forth in Schedule 4.16(b) there is not issued or outstanding
any order to show cause, notice of violation, notice of apparent liability, or notice of forfeiture or complaint pending or, to
Seller’s Knowledge, threatened against Seller or the Stations by or before the FCC. Seller has the right to the use of the
call letters for each Station (other than the Stations licensed to Surtsey Media, LLC) pursuant to the rules and regulations of
the FCC. All Material returns, reports and statements required to be filed by Seller with the FCC relating to the Stations have
been filed and complied with and are complete and correct in all Material respects as of the date specified in such return, report
or statement.


 


(c)          The
operation of the Stations does not expose workers or others to levels of radio frequency radiation in excess of the “Radio
Frequency Protection Guides” recommended in “American National Standard Safety Levels with Respect to Human Exposure
to Radio Frequency Electromagnetic Fields 3 kHz to 300 GHz” (ANSI/IEEE C95.1-1992), issued by the American National Standards
Institute, and renewal of the FCC Licenses would not constitute a “major action” within the meaning of Section 1.1301,
et seq., of the FCC’s rules.


 


(d)          Seller
has not leased, licensed, assigned, conveyed or otherwise encumbered any Station’s digital spectrum or any portion thereof
or granted rights to any party other than Surtsey to broadcast on any Station’s digital spectrum or any portion thereof for
the provision of any “ancillary or supplementary services” (as the term is defined by the Communications Laws).


 


(e)          To
Seller’s Knowledge, there currently exists no interference to the signal of any Station from other broadcast stations, or
from any Station’s signal to other broadcast stations, in each case beyond that permitted by the FCC’s rules and policies
and, to Seller’s Knowledge, there are no applications or proceedings pending at the FCC the grant of which would cause objectionable
interference to the Stations’ operations with its current facilities, other than what might arise as a result of proceedings
that generally affect the television broadcast industry.


 




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4.17        Environmental.
Except as set forth in Schedule 4.17:


 


(a)          There
is no Litigation pending for Environmental Matters or under any Environmental Laws against Seller or, to Seller’s Knowledge,
any other Person whose Liability, or any portion thereof, Seller has or may have retained or assumed contractually or by operation
of law or, to the Knowledge of Seller, threatened with respect to (i) the ownership, use, condition or operation of the business
of the Stations, the Assets, or the Owned Real Property, or (ii) any violation or alleged violation of or Liability or alleged
Liability under any Environmental Law or any Order related to Environmental Matters. To Seller’s Knowledge, there are neither
existing violations by Seller, nor by any other party, of (i) any Environmental Law, or (ii) any Order related to Environmental
Matters, with respect to the ownership, use, condition or operation of the business of the Stations, the Assets, or the Owned Real
Property. To the Knowledge of Seller, there are no past or present actions, activities, circumstances, conditions, events or incidents
at or arising from the Owned Real Property, including any Environmental Matters that could form the basis of (i) any claim against
Seller, or (ii) any Litigation against any Person whose Liability (or any portion thereof) for Environmental Matters or under any
Environmental Laws Seller has or may have retained or assumed contractually or by operation of Law.


 


(b)          Seller
has not used any of the Assets or Owned Real Property for the handling, treatment, storage, or disposal of any Hazardous Substances
other than standard cleaning products used in the ordinary course and in accordance with their instructions.


 


(c)          To
the Knowledge of Seller, no release, discharge, spillage or disposal of any Hazardous Substances by Seller, nor, to the Knowledge
of Seller, by any other party, has occurred or is occurring at any Assets or Owned Real Property.


 


(d)          All
underground tanks and other underground storage facilities located at any Owned Real Property of which Seller has Knowledge are
listed in Schedule 4.17. Except as set forth on Schedule 4.17, to the Knowledge of Seller, none of such underground
tanks or facilities is leaking or has ever leaked.


 


(e)          Seller
has complied with, and complied with all applicable reporting requirements under, in each case, in all Material respects, all Environmental
Laws concerning the disposal or release of Hazardous Substances.


 


(f)          To
the Knowledge of Seller, no building or other Improvement or any Owned Real Property contains or has contained any asbestos-containing
materials.


 


(g)          To
the Knowledge of Seller, no polychlorinated biphenyls (PCB’s) are or have been used or stored on or in any Owned Real Property.


 


(h)          Without
limiting the generality of any of the foregoing, to Seller’s Knowledge, all on-site and off-site locations where Seller or
any of its current or former subsidiaries has stored, disposed or arranged for the disposal of Hazardous Substances removed from
the Owned Real Property are identified in Schedule 4.17.


 




    	 	15	 



     


    

 


(i)          Schedule
4.17 lists all environmental site assessments and other studies in Seller’s possession relating to the investigation
of the possibility of the presence or existence of any Environmental Matter with respect to the business of the Stations, the Assets
or any of the Owned Real Property, and Seller has previously delivered to Buyer a copy of each such assessment and study.


 


(j)          Notwithstanding
any other provision of this Agreement, Buyer acknowledges and agrees that the representations and warranties contained in Section
4.17 and Schedule 4.17 are the only representations and warranties given by Seller with respect to Environmental Laws, Environmental
Matters or Environmental Claims.


 


4.18        Litigation
and Claims. Except as disclosed on Schedule 4.16(a), Schedule 4.16(b) or Schedule 4.18:


 


(a)          There
is no Litigation pending or, to Seller’s Knowledge, threatened, and Seller has no Knowledge of any basis for any such Litigation
or any facts or the occurrence of any event that might give rise to the foregoing;


 


(b)          There
are no outstanding Orders (other than Orders granting, renewing, or modifying FCC Licenses as requested by Seller in an application
filed with the FCC) binding upon Seller, the Assets, the business of the Stations or Seller’s securities, other than Orders
affecting generally Seller’s industry or segments thereof;


 


(c)          None
of the pending or threatened Litigation disclosed on Schedule 4.18, if adversely determined, would individually or in the aggregate
result in a Loss in excess of Thirty Thousand Dollars ($30,000) or would give rise to any claim, recourse or right of indemnification
against Buyer as the successor to the Assets or the business of the Stations;


 


(d)          Except
for matters pertaining to the FCC, which are addressed in Section 4.16, there are no pending or threatened in writing investigations
or inquiries directed to Seller, the Assets or the business of the Stations by any Governmental Authority. Schedule 4.18
describes all inspection reports, questionnaires, inquiries, demands, requests for information, and claims of violations or noncompliance
with any Law received by Seller with respect to the Stations during the two (2) years prior to the date hereof from any Governmental
Authority and all written statements or responses of Seller with respect thereto.


 


(e)          No
Litigation has been pending against the Seller during the three (3) years prior to the date hereof that, individually or in the
aggregate resulted in a Loss in excess of Thirty Thousand Dollars ($30,000) or granted any injunctive relief against Seller.


 




    	 	16	 



     


    

 


4.19        Employee
Benefit Plans.


 


(a)          Schedule
4.19(a) contains a true, correct and complete list of all Seller Employee Benefit Plans and identifies any such Seller Employee
Benefit Plan that is (w) a “Defined Benefit Plan” within the meaning of Section 414(l) of the Code; (x) a plan intended
to meet the requirements of Section 401(a) of the Code; (y) a “Multiemployer Plan” (as defined in Section 3(37) of
ERISA); or (z) a plan subject to Title IV of ERISA, other than a Multiemployer Plan. Also set forth on Schedule 4.19(a)
is a complete and correct list of all ERISA Affiliates of Seller during the last six (6) years.


 


(b)          True,
correct and complete copies of (i) each Seller Employee Benefit Plan and (ii) all rulings, determination letters, no-action letters
or advisory opinions from the IRS with respect to Seller Employee Benefit Plans, in each case, have been made available to Buyer.


 


(c)          Except
as set forth in Schedule 4.19(c):


 


(i)          each
Seller Employee Benefit Plan has been administered, in all Material respects, in compliance with its own terms and all applicable
Laws. All required contributions for each Seller Employee Benefit Plan have been timely made. There are no Undisclosed Liabilities
in respect to Seller Employee Benefit Plans with respect to which Buyer could be liable;


 


(ii)         each
Seller Employee Benefit Plan which is intended to be tax-qualified under Section 401(a) of the Code has received a determination
letter from the IRS to the effect that it satisfies the requirements of Section 401(a) or the Seller can rely on an opinion or
advisory letter issued to a pre-approved plan sponsor and, to the Knowledge of Seller, no circumstances have occurred that would
adversely affect the tax-qualified status of any such Seller Employee Benefit Plan;


 


(iii)        no
Seller Employee Benefit Plan is, or has been in the last three years, subject to Title IV of ERISA or Section 412 of the Code;


 


(iv)        neither
Seller nor any ERISA Affiliate has incurred any withdrawal liability that has not been satisfied with respect to any “multiemployer
plan” (as defined in Section 4001(a)(3) of ERISA); and


 


(v)         Seller
does not currently have and has not previously had any obligation to contribute to a Multiemployer Plan;


 


(vi)        to
the Knowledge of Seller, no action taken with respect to any Seller Employee Benefit Plan has caused or resulted in a Prohibited
Transaction with respect to which Seller could be liable; and


 


(vii)       full
payment has been made of all amounts that are required under the terms of each Seller Employee Benefit Plan to be paid as contributions
with respect to all periods prior to and including the last day of the most recent fiscal year of such Seller Employee Benefit
Plan ended on or before the date of this Agreement and all periods thereafter prior to the Closing Date.


 




    	 	17	 



     


    

 


(d)          Except
as set forth in Schedule 4.19(d), no Seller Employee Benefit Plan provides severance benefits to current or former Station
Employees.


 


(e)          Except
as set forth in Schedule 4.19(e), the consummation of the transactions contemplated hereby, either alone or in combination
with another event, will not (i) entitle any Station Employees to any payment, (ii) increase the amount of compensation due to
any Station Employee, (iii) increase the amount due to any Station Employee under any Seller Employee Benefit Plan, (iv) accelerate
the time of vesting of any compensation, stock incentive or other benefit or (v) result in any “parachute payment”
under Section 280G of the Code whether or not such payment is considered to be reasonable compensation for services rendered.


 


(f)          Except
as set forth in Schedule 4.19(f), Seller has no liability with respect to an obligation to provide benefits, including death
or medical benefits (whether or not insured) with respect to any Station Employee or former Station Employee beyond his or her
retirement or other termination of service other than (i) coverage under COBRA, or (ii) disability benefits under any employee
welfare plan that have been fully provided for by insurance.


 


(g)          No
action, suit, proceeding, hearing, or investigation of the assets of any such Seller Employee Benefit Plan (other than routine
claims for benefits) is pending or, to the Knowledge of Seller, threatened.


 


4.20        Contracts.


 


(a)          Description.


 


(i)          Real
Property. Schedule 4.20(a)(i) is a list or, with respect to oral Contracts, a brief description of, all Material Contracts
affecting or relating to the Owned Real Property, other than the income or other Leases described in Schedule 4.10(b).


 


(ii)         Leased
Personal Property. Schedule 4.20(a)(ii) is a list of or, with respect to oral Contracts, a brief description of all
Contracts affecting or relating to Leased Personal Property with a value in excess of Ten Thousand Dollars ($10,000), including
Contracts evidencing Liens thereon and including those referred to in Schedule 4.9.


 


(iii)        Purchase
Orders–Non-Capital Assets. Schedule 4.20(a)(iii) is a list of all outstanding Contracts for the acquisition or
sale of goods, Assets or services that relate to the business of the Stations or the Assets (other than purchase orders or other
commitments for the acquisition of capital assets and other than purchase orders and other commitments that do not exceed Ten Thousand
Dollars ($10,000) each).


 


(iv)        Purchase
Orders – Capital Assets. Schedule 4.20(a)(iv) is a list of all outstanding Contracts for the acquisition of capital
assets that relate to the business of the Stations or the Assets (other than purchase orders and other commitments that do not
exceed Ten Thousand Dollars ($10,000) each).


 




    	 	18	 



     


    

 


(v)         Employment;
Other Affiliate Contracts. Schedule 4.20(a)(v) contains a list or, with respect to oral Contracts, a brief description
of, all Contracts with any employee, officer, agent, consultant, sales representative, distributor, dealer or Affiliate of Seller
that relate to the business of the Stations or the Assets (other than those entered into in the ordinary course of business consistent
with past practice that are terminable at will by Seller without any Liability).


 


(vi)        Sales
Representatives. Schedule 4.20(a)(vi) is a list of or, with respect to oral Contracts, a brief description of, all Contracts
with any agent, broker, sales representative of, or any Person in a similar representative capacity for, Seller that relate to
the business of the Stations or the Assets.


 


(vii)       Powers
of Attorney. Schedule 4.20(a)(vii) is a list of, or, with respect to oral Contracts, a brief description of, all powers
of attorney given by Seller, whether limited or general, to any Person continuing in effect that relate to any of the Assets or
the business of the Stations.


 


(viii)      Programming
and Network Affiliation Agreements. Schedule 4.20(a)(viii) is a list of, or, with respect to oral Contracts, a brief
description of all network affiliation agreements of Seller and all Programming Agreements including for each of those agreements
the amounts and availability dates of programming and the dollar amount and schedule of any payments thereunder.


 


(ix)         Barter
and Trade Agreements. Schedule 4.20(a)(ix) is a list or, with respect to oral Contracts, a brief description of, in
each case to the Knowledge of Seller as of the date of this Agreement, all “barter” and “trade” agreements
that relate to the business of the Stations.


 


(x)          Station
Intellectual Property Agreements. Schedule 4.20(a)(x) is a list of, or, with respect to oral Contracts, a brief description
of, all Contracts between Seller and any Third Party relating to the development, maintenance or use of any Station Intellectual
Property or any of Seller’s Material information technology Assets used in connection with the operation of the Stations,
the development or transmission of data, or the use, modification, framing, linking, advertisement or other practices solely with
respect to internet web sites for the Stations.


 


(xi)         Sharing
Agreements. Schedule 4.20(a)(xi) is a list of any local marketing agreements, joint sales agreements, or similar agreements
of Seller that relate to the business of the Stations.


 


(xii)        Retransmission
Agreements. Schedule 4.20(a)(xii) includes a true and complete list of all agreements with operators of cable television
and DBS systems pursuant to which Seller has granted to such operators the right to retransmit the Stations’ signals (the
“Retransmission Agreements”).


 




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(xiii)       Any
Other Contracts. Schedule 4.20(a)(xiii) is a list of, or, with respect to oral Contracts, a brief description of, any
other Contracts of Seller (other than Contracts with Material Advertisers) that relate to the business of the Stations or of the
Assets and that: (A) provide for monthly payments by or to Seller in excess of Five Thousand Dollars ($5,000), (B) provide for
payments to be made or payments actually made thereunder by or to Seller in any calendar year exceeding Thirty Thousand Dollars
($30,000), (C) require performance by Seller of any obligation for a period of time extending beyond six (6) months from the Closing
Date or that are not terminable by Seller without penalty upon sixty (60) days or less notice, (D) evidence, create, guarantee
or service indebtedness of Seller or any other Person, (E) establish or provide for any joint venture, partnership or similar arrangement
involving Seller, (F) guarantee or endorse the Liabilities of any other Person, (G) contain covenants that purport to restrict
Seller’s business activity or limit the freedom of Seller to engage in any line of business or to compete with any Person,
or (H) each amendment, supplement and modification (whether oral or written) in respect of any of the foregoing.


 


(b)          Cable
and DBS Carriage. Except with respect to cable and DBS systems that are parties to Retransmission Agreements, Seller has made
a valid, timely election of “must carry” with respect to each cable and DBS system assigned to KOAM’s DMA and
on behalf of KAVU with respect to each cable and DBS system assigned to KAVU’s DMA (in each case, with “DMA”
as defined in Section 76.55(e)(2) of the FCC’s rules). Except as set forth on Schedule 4.20(b), no cable or DBS system
has notified Seller of any signal quality deficiency or copyright indemnity or other prerequisite to carriage of KOAM’s signal
or of KAVU’s signal, and no cable or DBS system has notified Seller that it has declined or threatened in writing to decline
such carriage or failed to respond to a request for carriage or sought any form of relief from carriage from the FCC. To Seller’s
Knowledge, no cable system has petitioned the FCC to modify KOAM’s television market or KAVU’s television market, the
grant of which petition would result in KOAM or KAVU, as applicable, no longer having “must carry” rights with respect
to such cable system.


 


(c)          Material
Advertisers. No Material Advertiser has in writing made or asserted any defense, set off or counterclaim under any of those
Contracts between Seller and a Material Advertiser with respect to the Stations or has exercised any option granted to it to cancel
or terminate its Contracts with Seller with respect to the Stations or to shorten the term of its Contracts with Seller with respect
to the Stations. “Material Advertiser” means any advertiser on the Stations whose payments to Seller with respect
to the Stations have exceeded Fifty Thousand Dollars ($50,000) per station annually in the past fiscal year. No Material Advertiser
has given written notice to Seller of its intent to modify adversely to Seller its relationship with Seller with respect to the
Stations or decrease the advertising purchased from Seller with respect to the Stations. Schedule 4.20(c) is a list of,
or, with respect to oral Contracts, a brief description of, any Contracts with Material Advertisers that relate to the business
of the Stations and that (i) provide for monthly payments by or to Seller in excess of Fifteen Thousand Dollars ($15,000) or annual
payments in excess of Fifty Thousand Dollars ($50,000) or (ii) are otherwise entered into not in the ordinary course of the business
of the Stations.


 




    	 	20	 



     


    

 


(d)          Copies.
Except as set forth in Schedule 4.20(d), correct and complete copies of all the written Contracts (including any amendments,
exhibits, schedules and addenda thereto), and correct and complete descriptions of the Material terms of all oral Contracts, referred
to in Section 4.20(a), other than Contracts with Material Advertisers (collectively, the “Material Business Contracts”),
have been delivered or made available to Buyer on or before the date hereof.


 


(e)          No
Default. Neither Seller nor, to the Knowledge of Seller, any other party is in Material Default under any of the Material Business
Contracts and, to the Knowledge of Seller, there is no basis for any claim of Material Default under any of the foregoing.


 


(f)          Assurances.
Each of the Material Business Contracts is in full force and effect in accordance with its terms and constitutes a valid, legal
and binding agreement of Seller, enforceable in accordance with its terms except as such enforceability may be limited by principles
of public policy, and subject to (A) the effect of any applicable Laws of general application relating to bankruptcy, reorganization,
insolvency, moratorium or similar Laws affecting creditors’ rights and relief of debtors generally, and (B) the effect of
rules of law and general principles of equity, including, without limitation, rules of law and general principles of equity governing
specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in
a proceeding in equity or at law) and, to the Knowledge of Seller, represents a valid, legal, binding and enforceable obligation
of each of the other parties thereto in accordance with its terms, except as such enforceability may be limited by principles of
public policy, and subject to (X) the effect of any applicable Laws of general application relating to bankruptcy, reorganization,
insolvency, moratorium or similar Laws affecting creditors’ rights and relief of debtors generally, and (Y) the effect of
rules of law and general principles of equity, including, without limitation, rules of law and general principles of equity governing
specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in
a proceeding in equity or at law). Subject to obtaining any consents required and delivery of notices required thereunder, the
continuation, validity and effectiveness of each of the Material Business Contracts will not be adversely affected by the consummation
of the transactions contemplated by this Agreement. No party to any of the Material Business Contracts has made or asserted in
writing any defense, set off or counterclaim under any of those Material Business Contracts or has exercised any option granted
to it to cancel or terminate its Material Business Contracts or to shorten the term of its Material Business Contracts.


 


(g)          Assignability.
Except as set forth on Schedule 4.20(g), each Material Business Contract identified on Schedules 4.20(a)(i) through
4.20(a)(xiii) and each Contract with a Material Advertiser identified on Schedule 4.20(c) and which is to be assigned
to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person.


 




    	 	21	 



     


    

 


(h)          Renegotiations.
There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any Material amounts paid or payable
to Seller under current or completed Material Business Contracts, Retransmission Agreements or Contracts with Material Advertisers
that would result in an increase of any annual payments by Seller of at least Ten Thousand Dollars ($10,000).


 


4.21        Labor
Matters.


 


(a)          Schedule
4.21(a) hereto contains a true, correct and complete list of all employees of Seller who have employment duties related to
the Stations or to the Assets, including (and designating as such) any such employee who is an inactive employee on paid or unpaid
leave of absence, and indicating the date of employment, current title and annual or hourly compensation and commission or bonus
program (if applicable), annual paid-time off accrual, paid-time off that is accrued but not used, and service credited for purposes
of vesting and eligibility to participate under any Employee Benefit Plan, with respect to each such employee. Each employee set
forth on Schedule 4.21(a) hereto who is employed by the Seller immediately prior to the Closing (whether actively or inactively),
and each additional employee who is hired to perform services for the Stations or with respect to the Assets following the date
hereof who is employed by the Seller immediately prior to the Closing, shall be referred to herein individually as a “Station
Employee” and, collectively, as the “Station Employees.” For the purposes of clarity, Seller shall
update Schedule 4.21(a) as required by Section 6.11.


 


(b)          Except
as disclosed on Schedule 4.21(b), the employment of all employees of Seller is terminable at will by Seller without any
penalty or severance obligation incurred by Seller.


 


(c)          Except
as set forth on Schedule 4.21(c) hereto, there is not pending or, to the Knowledge of Seller, threatened against Seller, any labor
dispute, strike or work stoppage relating to the operation of the Stations or of the Assets, and to the Knowledge of Seller there
is no organizational effort currently being made or threatened by or on behalf of any labor union with respect to employees of
the Stations. Seller has not experienced any labor dispute, strike, work stoppage or other similar significant labor difficulties
within the twelve (12) months preceding the date of this Agreement with respect to the Stations or to the Assets.


 


(d)          (i)
Seller is not a signatory or a party to, or otherwise bound by, any collective bargaining agreement which covers any Station Employees
or former Station Employees, (ii) Seller has not agreed to recognize any union or other collective bargaining unit with respect
to any Station Employees, and (iii) no union or other collective bargaining unit has been certified as representing any Station
Employees.


 


(e)          Except
as set forth on Schedule 4.21(e), there are no pending or to the Knowledge of Seller, threatened, proceedings, complaints,
claims, disputes, investigations or charges relating to any alleged violation of any legal requirement pertaining to labor relations
or employment matters relating to Station Employees or former Station Employees, including any allegations or investigations related
to the misclassification of any Station Employees as independent contractors or any charge or complaint filed with the National
Labor Relations Board or any comparable Governmental Authority, and there is no organizational activity or other labor dispute
against or affecting Seller or the facilities;


 




    	 	22	 



     


    

 


(f)          Seller
has not violated the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state
or local legal requirement.


 


(g)          To
the Knowledge of Seller, no officer, director, agent, employee, consultant, or contractor of Seller is bound by any Contract that
purports to limit the ability of such officer, director, agent, employee, consultant, or contractor (i) to engage in or continue
or perform any conduct, activity, duties or practice relating to the business of Seller or (ii) to assign to Seller or to any other
Person any rights to any invention, improvement, or discovery. No former or current employee of Seller is a party to, or is otherwise
bound by, any Contract that in any way adversely affected, affects, or will affect the ability of Seller or Buyer to conduct the
business as heretofore carried on by Seller.


 


(h)          Seller
has complied in all respects with all applicable Laws relating to employment and employment practices, including equal employment
opportunity, affirmative action, nondiscrimination, immigration, layoffs, wages, hours, job classifications, benefits, collective
bargaining and other requirements under applicable Law, the payment of social security and similar Taxes and occupational safety
and health. Seller is not liable for the payment of any Taxes, fines, penalties, or other amounts, however designated, for failure
to comply with any of the foregoing.


 


(i)          To
Seller’s Knowledge there has been no charge of discrimination filed against or threatened against Seller with the Equal Employment
Opportunity Commission or similar Governmental Authority.


 


4.22        Interested
Transactions. Except as set forth in Schedule 4.22, none of the Seller entities are party to any Contract with any Affiliate
of Seller, any Related Party of any Affiliate of Seller (other than as a member or employee of Seller), or any Person in which
any of the foregoing (individually or in the aggregate) beneficially or legally owns, directly or indirectly, five percent (5%)
or more of the equity or voting interests. Each Contract described in the preceding sentence was negotiated on an arm’s length
basis, contains pricing terms that reflected fair market value at the time entered into and otherwise contains terms and conditions
comparable to those customarily contained in similar transactions between unrelated parties. Except as described in Schedule
4.22, none of the Persons described in the first sentence of this Section 4.22 owns, or during the last three (3) years has
owned, directly or indirectly, beneficially or legally, (individually or in the aggregate) five percent (5%) or more of the equity
or voting interests of any Person that competes with Seller or the business of the Stations.


 


4.23        Solvency.


 


(a)          Seller
is solvent and will not be rendered insolvent by any of the transactions contemplated by this Agreement. As used in this section,
“insolvent” means that the sum of the debts and other probable Liabilities of Seller exceeds the present fair saleable
value of Seller’s assets.


 




    	 	23	 



     


    

 


(b)          Immediately
after giving effect to the consummation of the transactions contemplated by this Agreement: (i) Seller will be able to pay its
Liabilities as they become due in the usual course of its business; (ii) Seller will not have unreasonably small capital with which
to conduct its present or proposed business; (iii) Seller will have assets (calculated at fair market value) that exceed its Liabilities;
and (iv) taking into account all pending and threatened Litigation, final judgments against Seller in actions for money damages
are not reasonably anticipated to be rendered at a time when, or in amounts such that, Seller will be unable to satisfy any such
judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such
actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of Seller.
The cash available to Seller, after taking into account all other anticipated uses of the cash, will be sufficient to pay all such
debts and judgments promptly in accordance with their terms.


 


4.24        Brokers
Or Finders. Neither Seller nor any of its Representatives have incurred any obligation or Liability, contingent or otherwise,
for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the sale of Seller’s
business or the Assets or the contemplated transactions.


 


4.25        Disclosure.
No representation or warranty made by Seller in this Agreement, the Seller Other Agreements, the Schedules or any supplement to
the Schedules contains any untrue statement of a Material fact or omits to state a Material fact necessary to make any of them,
in light of the circumstances in which it was made, not misleading.


 


4.26        Limitations
on Representations and Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, (a) EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES CONTAINED IN THIS SECTION 4 (INCLUDING THE SCHEDULES AND SUPPLEMENTS THERETO), ANY SELLER OTHER AGREEMENTS OR ANY
CERTIFICATE OR OTHER INSTRUMENT DELIVERED BY SELLER PURSUANT TO THIS AGREEMENT OR THE SELLER OTHER AGREEMENTS, AS APPLICABLE, SELLER
MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, AND SELLER HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY, AND
(b) SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE FUTURE FINANCIAL PERFORMANCE OR RESULTS OF THE OPERATIONS
OF THE BUSINESS. BUYER WILL ACQUIRE THE ASSETS WITHOUT ANY REPRESENTATION AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
IN AN “AS IS” CONDITION ON A “WHERE IS” BASIS, EXCEPT AS OTHERWISE EXPRESSLY REPRESENTED OR WARRANTED IN
THIS AGREEMENT.


 




    	 	24	 



     


    

 


5.          Representations
and Warranties by Buyer. Buyer represents and warrants to Seller as follows:


 


5.1          Buyer’s
Organization. Buyer is a corporation duly formed, validly existing and in good standing under the laws of the State of Wisconsin
and has the full power and authority to enter into and perform its obligations under this Agreement and the other agreements, documents
and instruments contemplated hereby to which Buyer is a party (the “Buyer Other Agreements,” and together with
the Seller Other Agreements, the “Other Agreements”) and to consummate the transactions contemplated hereby
and thereby.


 


5.2          Authorization
of Agreement. The execution, delivery and performance of this Agreement and the Buyer Other Agreements by Buyer has been duly
authorized by all necessary action of Buyer and this Agreement and the Buyer Other Agreements each constitute a legal, valid and
binding obligation of Buyer, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency
or other similar laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in equity or at law).


 


5.3          Consents
of Third Parties. The execution, delivery and performance of this Agreement and the Buyer Other Agreements by Buyer will not:


 


(a)          conflict
with Buyer’s articles of incorporation or bylaws and will not conflict with or result in the breach or termination of, or
constitute a default under, any lease, agreement, commitment or other instrument, or any Order, judgment or decree, to which Buyer
is a party or by which Buyer is bound, subject to obtaining the FCC Consent; or


 


(b)          constitute
a violation by Buyer of any Law applicable to it. No consent, approval or authorization of, or designation, declaration or filing
with, any Governmental Authority is required on the part of Buyer in connection with the execution, delivery and performance of
this Agreement, except for the FCC Consent.


 


5.4          Litigation.
There is no claim, litigation, proceeding or governmental investigation pending or, to Buyer’s Knowledge, threatened, or
any Order, injunction or decree outstanding, against Buyer or any of its Affiliates that would prevent the consummation of the
transactions contemplated by this Agreement.


 


5.5          Buyer’s
Qualification. Buyer is legally, financially, and otherwise qualified to be the licensee of, acquire, own and operate the Stations
(other than the Stations currently owned by Surtsey) under the rules and regulations of the FCC and the Communications Laws. Buyer
is not aware of any fact that would, under existing Law, including the Communications Laws (a) disqualify Buyer as an assignee
of the FCC Licenses or as the owner and operator of the Stations (other than the Stations currently owned by Surtsey) or (b) cause
the FCC to fail to approve in the ordinary course the application for the consent and approval of the FCC necessary for the consummation
of the transactions described in this Agreement. No waiver of the Communications Laws is necessary to be obtained for the grant
of the applications for the assignment of the FCC Licenses to Buyer, nor will processing pursuant to any exception to any rule
of general applicability be requested or required in connection with the consummation of the transactions contemplated by this
Agreement.


 




    	 	25	 



     


    

 


5.6          Available
Funds. At Closing, upon receipt of the Financing, Buyer will have sufficient cash on hand to fund, and pay in full all amounts
necessary for, the consummation of the transactions contemplated by this Agreement, performance of its obligations under this Agreement
and all Other Agreements, and satisfaction of all other costs and expenses arising in connection herewith or therewith.


 


5.7          Financing.
Buyer has delivered to Seller a true, correct and complete copy of a commitment letter from Bank of America (the “Lender”;
and such commitment letter, the “Commitment Letter”), pursuant to which Lender has agreed, subject only to the
express closing conditions set forth therein, to provide debt financing for the transactions contemplated by this Agreement (such
financing, and any alternative financing arrangements that Buyer pursues in accordance with Section 6.20, the “Financing”).
The Commitment Letter (a) is in full force and effect without amendment or modification, (b) is the legal, valid, binding and enforceable
obligations of Buyer and each other party thereto, (c) includes all Material terms relating to the Financing, (d) has not been
withdrawn or rescinded in any respect, and (e) all commitment fees required to be paid thereunder have been paid or will be paid
in full when due. Except as set forth in the Commitment Letter, there are no other conditions or contingencies to the consummation,
and funding the full amount, of the Financing and Buyer has no reason to believe that any condition or contingency to the Commitment
Letter will not be satisfied or waived prior to the Closing Date or that the Financing will not be available as of the Closing.


 


5.8          Brokers
or Finders. Neither Buyer nor any of its Representatives have incurred any obligation or Liability, contingent or otherwise,
for brokerage or finder’s fees or agents’ commissions or other similar payments in connection with the purchase of
Seller’s business or the Assets or the transactions contemplated herein.


 




    	 	26	 



     


    

 


6.          Further
Agreements of the Parties


 


6.1          Filings.


 


(a)          As
soon as practicable, but in no event later than ten (10) Business Days after the date of this Agreement, the parties shall file
with the FCC all necessary applications requesting Consent to the transactions contemplated by this Agreement (the “Assignment
Application”); the parties shall with due diligence take all reasonable steps necessary to expedite the processing of
the Assignment Application and to secure such Consent or approval, including the filing of all appropriate or necessary supplemental
filings and amendments and vigorously contesting and opposing any petitions, objections, challenges or requests for reconsideration
thereof. Seller shall, to the extent reasonably requested by the FCC, enter into tolling and/or escrow agreements necessary to
obtain grant of the Assignment Application. No party hereto shall take any action not contemplated by this Agreement that such
party Knows or should Know would adversely affect obtaining the FCC Consent or adversely affect the FCC Consent becoming a Final
Order, other than disclosure or similar obligation required by applicable Law. Each party shall promptly provide the other party
with true, correct and complete copies of all pleadings, orders, filings or other documents served on them related to the Assignment
Application or the FCC Consent. Prior to submitting or making any such correspondence, filing or communication to the FCC or members
of its staff, the parties shall first provide the other party with a copy of such correspondence, filing or communication in draft
form and give such other party a reasonable opportunity to discuss its content before it is submitted or filed with the FCC and
shall consider and take account of all reasonable comments timely made by the other party with respect thereto. To the extent permitted
by applicable Law, each of the parties shall ensure that the other party is given the opportunity to attend any meetings with or
other appearances before the FCC with respect to the transactions contemplated by this Agreement. The terms “Consent”
or “FCC Consent” shall mean the action by the FCC or its staff, acting pursuant to delegated authority, granting
its consent to the assignment of the FCC Licenses as contemplated by this Agreement. Each party shall bear its own costs and expenses
(including the fees and disbursements of its counsel) in connection with the preparation of the portion of the Assignment Application
to be prepared by it and in connection with the processing thereof.


 


(b)          The
FCC Licenses expire on the date corresponding thereto as set forth in Schedule 1.1(a). If, at any point prior to Closing,
an application for the renewal of any FCC License (a “Renewal Application”) must be filed pursuant to the Communications
Laws, Seller shall timely execute, file and prosecute with the FCC such Renewal Application in accordance with this Section 6.1(b).
Seller shall cause all required pre-filing and post-filing announcements of a Renewal Application to be broadcast at the times
required by the FCC’s rules. If the FCC Renewal Application is granted by the FCC subject to a renewal condition, then, without
limitation of Sections 6.1(a) or 6.1(b), the term “FCC Consent” shall be deemed to also include the satisfaction of
such renewal condition. Buyer acknowledges that, to the extent reasonably necessary to expedite grant by the FCC of any Renewal
Application and thereby to facilitate grant of the FCC Renewal Application, Seller, without regard to the application of the FCC
Renewal Application policy and as determined by Seller in its sole discretion, shall be permitted to enter into tolling, assignment
and assumption or similar agreements with the FCC to extend the statute of limitations for the FCC to determine or impose a forfeiture
penalty against the Stations in connection with (i) any pending complaints that the Stations aired programming that contained obscene,
indecent or profane material, or (ii) any other enforcement matters against the Stations with respect to which the FCC may permit
Seller to enter into a tolling agreement; and, if and to the extent required by the FCC, Buyer agrees to become a party to and
to execute such agreements subject to the indemnification obligation of Seller in respect of Retained Liabilities. Buyer and Seller
shall consult in good faith with each other prior to Seller entering into any such tolling agreement under this Section 6.1(b);
provided, however, that the filing fee for the Assignment Application shall be paid one-half by Buyer and one-half by Seller.


 




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6.2          Operations
of the Stations. From the date of this Agreement through the Closing:


 


(a)          Seller
shall operate the Stations and manage the Assets in the ordinary course of business and consistent with past practices and in conformity
and compliance in all Material respects with (i) the FCC Licenses, (ii) the Communications Laws, and (iii) all other Laws or Orders
relating to the Stations or the Assets, and Seller shall not cause or permit, or agree or commit to cause or permit, by act or
failure to act, any of the FCC Licenses to expire or to be revoked, suspended or adversely modified, or take or fail to take any
action that would cause the FCC or any other Governmental Authority to institute proceedings for the suspension, revocation or
adverse modification of any of the FCC Licenses;


 


(b)          Seller
shall use commercially reasonable efforts, consistent with its past practices, (i) to preserve the business organization of the
Stations intact and to preserve the goodwill and business of the advertisers, suppliers and others having business relations with
the Stations, (ii) to retain the services of the employees of the Stations, and (iii) to preserve all Station Intellectual Property;


 


(c)          Seller
shall not, other than in the ordinary course of business and consistent with past practice, or except with Buyer’s prior
approval or as contemplated or permitted by this Agreement (i) enter into any transaction or incur any Liability or obligation
that is Material to the business or operations of the Stations or the Assets or (ii) sell or transfer any of the Assets, other
than Assets that have worn out, become obsolete, or been replaced, with other Assets of equal or greater value;


 


(d)          Seller
shall not, except with Buyer’s prior approval, (i) enter into or become obligated under any new Contracts that would create
a Liability after the Closing Date of Twenty Five Thousand ($25,000) or more individually or Fifty Thousand ($50,000) or more in
the aggregate; (ii) amend, modify, terminate or waive any Material right under any Material Business Contract, Retransmission Agreement
or Contract with a Material Advertiser (including any lease or employment Contract), other than as expressly permitted hereunder;
(iii) enter into any new time sale agreement for the Stations except in the ordinary course of business for cash, barter or trade
and consistent with past practices, (iv) cause or take any action to allow any Material Contract to lapse (other than in accordance
with its terms), to be modified in any Materially adverse respect, or otherwise to become impaired in any Material manner, except
in the ordinary course of business consistent with past practices, (v) enter into any contract of employment, (vi) grant or agree
to grant any general increases in the rates of salaries or compensation payable to Station Employees other than in accordance with
past practice and in an aggregate amount of not more than three percent (3%), (vii) grant or agree to grant any specific bonus
or increase to any Station Employees other than in accordance with past practice, or (viii) increase benefits under, or establish
any new bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, option (including the granting,
modification or acceleration of options or performance awards), or other Employee Benefit Plan (except to the extent necessary
to comply with applicable Law or as provided under such Employee Benefit Plan) or amend or modify any Employee Benefit Plan (except
to the extent necessary to comply with applicable Law);


 




    	 	28	 



     


    

 


(e)          Seller
shall use commercially reasonable efforts to (i) maintain all of the Improvements and the tangible Personal Property in adequate
repair, maintenance and condition (normal wear and tear excepted), given the age of such Improvements and tangible Personal Property
and the use to which such Improvements and tangible Personal Property are put, and repair or replace, consistent with past practice,
any Improvements and tangible Personal Property that may be damaged or destroyed, and (ii) maintain or cause to be maintained insurance
on the Assets and the business of the Stations as described in Section 4.14;


 


(f)          Seller
shall confer on a regular and frequent basis with Buyer to report Material operational matters and to report the general status
of ongoing operations of the Stations and the Assets and Seller shall promptly notify Buyer in writing of any Material Adverse
Change with respect to the Assets or the business of the Stations, or any condition or event that threatens to result in a Material
Adverse Change with respect to the Assets or the business of the Stations, of which it is aware;


 


(g)          Seller
shall give Buyer prompt written notice of the occurrence of any of the following: (A) a loss, taking, condemnation, damage or destruction
of or to any of the Assets involving an amount in excess of Twenty Five Thousand Dollars ($25,000); (B) the commencement of any
proceeding or Litigation at law or in equity or before the FCC or any other Governmental Authority that involves the FCC Licenses,
other than proceedings or Litigation of general applicability to the television broadcasting industry; (C) any labor grievance,
strike, or other labor dispute; (D) any Material violation by Seller of any Law; or (E) any Material breach, default, claimed default
or termination of any Material Business Contract;


 


(h)          Seller
and Buyer shall promptly notify the other in writing upon becoming aware of any Order or decree or any complaint praying for an
Order or decree restraining, enjoining or challenging the consummation of this Agreement or the transactions contemplated hereunder
(including challenges to the Assignment Application), or upon receiving any notice from any Governmental Authority of its intention
to institute an investigation into, or institute a suit or proceeding to restrain or enjoin the consummation of this Agreement
or the transactions contemplated hereby;


 


(i)          Seller
and Buyer shall each use commercially reasonable efforts to contest, defend and resolve any such suit, proceeding or injunction
brought against it so as to permit the prompt consummation of the transactions contemplated hereby; provided that such efforts
shall not require Buyer or Seller to expend more than $25,000 and shall not limit the termination rights set forth in Section 10
of this Agreement;


 


(j)          Seller
shall use commercially reasonable efforts to protect the present service areas of the Stations from increased electrical interference
from other stations, existing or proposed, and exercise commercially reasonable efforts to maintain carriage of the signals of
each Station on all cable and DBS systems on which they are entitled to carriage;


 




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(k)          Seller
shall maintain the existing carriage of the Stations’ signals by cable and DBS systems in the Stations’ designated
market areas, shall promptly provide Buyer with copies of all correspondence received after the date hereof with cable and DBS
systems to and from Seller with regard to KOAM and to KAVU concerning must carry status, retransmission consent and other matters
arising under the Cable Act, the STELA Reauthorization Act of 2014 (“STELAR”), and any successor statutes to
STELAR, and shall keep Buyer advised of the status of Material developments in all negotiations by Seller with cable and DBS systems
concerning such matters related to KOAM and to KAVU, shall obtain Buyer’s approval of any channel position agreement providing
for carriage on any channel other than that on which the Stations historically have been carried, and shall coordinate with Buyer
to timely make elections for the upcoming retransmission consent cycle for the Stations;


 


(l)          Seller
shall promptly notify Buyer of any attempted or actual collective bargaining organizing activity with respect to the Station Employees
that Seller has Knowledge of;


 


(m)          except
as set forth on Schedule 6.2(m), Seller shall not make or agree or commit to make any capital expenditure greater than Ten
Thousand Dollars ($10,000) in connection with any particular project relating to the Stations or to the Assets, or greater than
Twenty Five Thousand Dollars ($25,000) in the aggregate;


 


(n)          Seller
shall keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained;


 


(o)          Seller
shall not extend credit to advertisers other than in accordance with the Seller’s usual and customary policy with respect
to extending credit for the sale of broadcast time and collecting Accounts Receivable;


 


(p)          Seller
shall promote the programming of the Stations (both on-air and using Third Party media) in the ordinary course of business and
in a manner consistent with past practice and will not sell or otherwise dispose of its rights under the Programming Agreements
if not in the ordinary course of business consistent with past practices and so long as such disposals individually or in the aggregate
do not result in a Material change in the programming content or policies of the Stations;


 


(q)          Seller
shall not agree or commit, whether in writing or otherwise, to take any of the actions specified in the foregoing clauses; and


 


(r)          with
respect to KAVU, Seller agrees to cooperate with Buyer regarding Seller’s compliance with all FCC rules and policies, as
may be amended from time to time, relating to reassignment of KAVU’s channel pursuant to the FCC’s post-incentive auction
repacking process. Such cooperation will include, but not be limited to (i) timely filing all applications and other notices required
by the FCC, (ii) providing prompt notice to Buyer of the receipt of any communications from the FCC or from third parties related
to KAVU’s channel reassignment, (iii) providing to Buyer drafts of any FCC applications, including filings for expense reimbursements
and for construction permits, at least five (5) Business Days prior to any filing deadlines, (iv) consultation with Buyer prior
to making any Material expenditures related to KAVU’s channel reassignment, and (v) cooperation with Buyer’s efforts,
upon consummation of the Closing, to file a new FCC Form 1876 to designate Buyer, or Buyer’s designee, as an entity eligible
to receive reimbursements from the FCC of eligible expenses related to the channel reassignment.


 




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6.3          No
Control. Between the date of this Agreement and the Closing, Buyer shall not, directly or indirectly, control, supervise or
direct, or attempt to control, supervise or direct, the operations of the Stations, but such operations shall be solely the responsibility
of Seller and, subject to the provisions of Section 6.2, shall be in its complete discretion, subject to any of Seller’s
obligations under any Agreement that Seller has with Surtsey.


 


6.4          Expenses.
Each party shall bear its own expenses incurred in connection with the negotiation and preparation of this Agreement and in connection
with all obligations required to be performed by it under this Agreement, except where specific expenses have been otherwise allocated
by this Agreement.


 


6.5          Access
to Information.


 


(a)          Prior
to the Closing and for one year following the Closing Date, Buyer and its Representatives may make such reasonable investigation
of the property, assets and business of Seller as they relate to the Stations and to the Assets as it and they may desire, and
Seller shall give to Buyer and to its counsel, accountants and other representatives, upon reasonable notice, reasonable access
during normal business hours to all of the assets, books, commitments, agreements, records and files of Seller relating to the
Stations and the Assets, and Seller shall furnish to Buyer during that period all documents and copies of documents and information
concerning the businesses and affairs of the Stations and of the Assets as Buyer reasonably may request. Seller shall also allow
and arrange for Buyer and its designees reasonable access, upon reasonable notice and during normal business hours, to consult
and meet with Seller and its officers, directors, and managers and the employees, attorneys, accountants and other agents of Seller
with respect to the Stations and to the Assets; provided, that the foregoing do not unreasonably disrupt the business of Seller.
Except as expressly provided herein, neither Buyer nor any of its agents or representatives shall contact in any manner whatsoever
any of Seller’s employees, customers, suppliers, or others having business dealings with Seller or the Stations without the
prior written consent of Seller.


 


(b)          Buyer
acknowledges and agrees that it is, has been and continues to be bound by that certain Nondisclosure Agreement, dated February
23, 2016, as amended by the amendments thereto, dated March 13, 2017, by and between Saga Communications, Inc., an Affiliate of
Seller, and Morgan Murphy Media and dated May 4, 2017 by and between Saga Communications, Inc., an Affiliate of Seller, Morgan
Murphy Media and SagamoreHill Midwest, LLC (the “Non-Disclosure Agreement”).


 




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6.6          Consents;
Assignment of Agreements. Seller shall use commercially reasonable efforts, but shall not be required to pay any consideration,
to obtain at the earliest practicable date all consents and approvals referred to in Section 4.3. Buyer agrees to reasonably cooperate
with Seller in obtaining all such consents and approvals. If, with respect to any Contract to be assigned to Buyer, a required
consent to the assignment is not obtained by the Closing then this Agreement and any assignment executed pursuant to this Agreement
shall not constitute an assignment of such Contract; provided, however, with respect to each such Contract, Seller shall use commercially
reasonable efforts to keep it in effect and give Buyer the benefit of it to the same extent as if it had been assigned, and Buyer
shall perform Seller’s obligations attributable to the period on or after the Effective Time under the Contract relating
to the benefit obtained by Buyer. Nothing in this Agreement shall be construed as an attempt to assign any Contract that is by
its terms nonassignable without the consent of the other party. Promptly after receipt of any such consent or approval after the
Closing, Seller shall assign such Contract to Buyer, and Buyer shall assume such Contract from Seller.


 


6.7          Sales
Taxes; Transfer and Recording Fees. Each of Seller and Buyer shall pay one-half of (a) all state or local sales, use and similar
Taxes payable in connection with the sale and transfer of the Assets, and (b) any stamp or transfer Taxes, real or personal property
Taxes or recording fees payable in connection with the sale and transfer of the Assets.


 


6.8          Employees
and Employee Benefit Matters.


 


(a)          Buyer
shall offer employment as of the Closing Date to all Station Employees, other than those Station Employees listed on Schedule
6.8(a). As of the Closing Date, Buyer shall employ each such Station Employee who accepts Buyer’s offer of employment
(“Transferred Employees”) at a salary or hourly rate and, if applicable, commissions that are no less than the
salary, hourly rate or commission rate as in effect as of the Closing Date. Each Transferred Employee shall be employed on such
other terms and conditions and with employee benefits (including benefits of the type described in Section 3(1) of ERISA) that
are comparable to those provided to similarly situated employees of Buyer. Buyer shall (i) provide each Transferred Employee credit
for years of service with the Seller (or its Affiliates) prior to the Closing for the purpose of eligibility, vesting and benefit
accrual (but not for purposes of benefit entitlement under any defined benefit plans) under Buyer’s health, vacation, severance,
sick leave and other employee benefit plans and policies and (ii) allow each Transferred Employee to maintain their accrued but
unused vacation days and personal days as of the Effective Time as identified in Schedule 4.21(a) and updated at Closing.
Notwithstanding anything to the contrary herein, unless employed pursuant to a written agreement which expressly provides that
his/her employment with Buyer is not terminable at will, each Transferred Employee shall be an employee at will of Buyer, and nothing
in this Section or elsewhere in this Agreement shall guarantee employment with Buyer for any period of time. This Section 6.8 will
operate exclusively for the benefit of the parties to this Agreement and not for the benefit of any other Person or entity, including
any Transferred Employee or any other employee or former employee of the Seller who performs or performed services in connection
with the operation of the Stations. Without limiting the scope of this Section 6.8(a), Buyer shall cause each Transferred Employee
(and his or her eligible dependents) to be covered immediately following the Closing, by a group health plan that provides health
benefits (within the meaning of Section 5000(b)(1) of the Internal Revenue Code) on terms and conditions that are comparable to
those provided under a group health plan provided to similarly situated employees of Buyer. Such applicable offered group health
plan will not limit or exclude coverage on the basis of any preexisting condition of such Transferred Employee or his or her dependents.
If requested by Buyer, Seller shall fully cooperate and provide reasonable assistance to Buyer with respect to any duplication
by Buyer of any Employee Benefit Plan (or insurance contract related thereto) providing benefits to Transferred Employees. Nothing
herein shall require or permit Buyer to assume, sponsor, or continue any Employee Benefit Plan or require Buyer to duplicate any
Employee Benefit Plan.


 




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(b)          At
Closing, Buyer will receive a credit against the Purchase Price for accrued but unused vacation days and personal days of Transferred
Employees as of the Effective Time.


 


(c)          From
the Closing Date until the first anniversary of the Closing Date, if a Transferred Employee terminates employment with Buyer for
any reason that would give rise to the payment of a severance payment as specified on Schedule 6.8(c) attached hereto, Buyer
shall provide severance benefits at least equal to those specified on such Schedule 6.8(c). For purposes of the preceding
sentence, such Transferred Employee will receive credit for service performed for Seller (or its Affiliates) prior to the Closing
Date, and service performed for Buyer after the Closing Date, in connection with the determination of the amount of such severance
benefit.


 


(d)          As
of the Closing Date, Buyer shall assume, to the extent required by Law, full responsibility and liability for offering and providing
continuation coverage under Section 4980B of the Code with respect to each covered employee, each M&A qualified beneficiary
and each other qualified beneficiary thereof who incurs a “qualifying event” (within the meaning of Section 4980B of
the Code) on or prior to the Closing Date or is receiving continuation coverage on the Closing Date, provided that each such individual
is, or has a qualifying event in connection with, a covered employee whose last employment prior to the qualifying event was associated
exclusively with the Stations or with the Assets. For purposes of this Section, each employee of Seller who experiences a loss
of health care coverage as the result of the transactions contemplated by this Agreement together with his or her spouse and dependents,
if any, shall be deemed eligible for continuation coverage as provided herein.


 


(e)          Effective
as of the Closing Date, Buyer shall have in effect a tax-qualified defined contribution plan or plans which include a qualified
cash or deferred arrangement within the meaning of section 401(k) of the Code (“Buyer’s 401(k) Plan”).
Immediately prior to the Closing Date, Seller shall cause all of the account balances of the Transferred Employees under Seller's
401(k) Plan (“Seller’s 401(k) Plan”) to become fully vested. Prior to the Closing Date, Seller shall amend
Seller’s 401(k) Plan to provide that a severance from employment and/or plan termination does not result in an automatic
401(k) loan default for any Transferred Employee to the extent that such Transferred Employee receives a distribution of his or
her 401(k) account balance and rolls over such balance to Buyer’s 401(k) Plan (including any outstanding loans, which will
be permitted by Buyer's 401(k) plan), provided that such rollover to Buyer’s 401(k) Plan is completed prior to the last day
of the quarter immediately following the Closing Date and in accordance with applicable Law.


 




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(f)          Seller
shall retain responsibility for and continue to pay all medical, life insurance, disability and other welfare plan expenses and
benefits for each Transferred Employee with respect to claims incurred under the terms of the Employee Benefit Plans by such Transferred
Employees or their covered dependents prior to the Closing Date.


 


6.9          Further
Assurances.


 


(a)          At
any time and from time to time after the Closing, each of the parties shall, without further consideration, execute and deliver
to the other such additional instruments and shall take such other actions as the other may reasonably request to carry out the
transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, until the expiration of
all applicable statutes of limitation after the Closing, each party shall grant the other reasonable access during normal business
hours upon reasonable prior notice to the books and records of that party for the purpose of complying with any applicable Law
or request relating to the period during which the other party operated the Stations or managed any of the Assets or as otherwise
reasonably required. From and after the Closing, the Buyer shall preserve, for a period of six (6) years from the original date
of creation, all books and records of the Seller that are in Buyer’s possession relating to the period prior to the Closing.
From and after the Closing, Buyer and the Seller shall afford to each other, and their respective counsel, accountants and other
authorized agents and Representatives, during normal business hours reasonable access to the employees, books, records and other
data relating to the Stations or the Assets in its possession with respect to periods prior to the Closing, and the right to make
copies and extracts therefrom, to the extent that such access may be reasonably required by the requesting party (a) to facilitate
the investigation, litigation and final disposition of any claims which may have been or may be made against any such party or
Person or its Affiliates, and (b) for the preparation of Tax Returns and audits. Buyer shall not dispose of, alter or destroy any
such materials without giving forty-five (45) days’ prior written notice to Seller so that Seller may, at Seller’s
expense, examine, make copies or take possession of such materials.


 


(b)          If
the Closing shall not have occurred for any reason within the original time period for consummating the assignment of the FCC Licenses
pursuant to the FCC Consent, and no party shall have terminated this Agreement, the parties shall jointly request and use commercially
reasonable efforts to obtain an extension of the time period for consummating assignment of the FCC Licenses pursuant to the FCC
Consent. No extension of the time period for consummating the assignment of the FCC Licenses pursuant to the FCC Consent shall
limit the exercise by any party of any right such party may have to terminate the Agreement.


 


6.10        Additional
Financial Statements. Seller shall promptly deliver to Buyer copies of all monthly, quarterly or annual financial statements
and weekly pacing reports relating to the Stations or the Assets that may be prepared by it during the period from the date of
this Agreement to the Closing Date. All financial statements delivered pursuant to this Section 6.10 shall be in accordance with
the books and records of the Stations or the Assets. At a minimum, Seller shall prepare monthly unaudited balance sheets and income
statements, to be delivered to Buyer by forty-five (45) days after the end of the month to which such statements relate and weekly
pacing reports to be delivered by Seller to Buyer by the third (3rd) day following the end of each broadcast week.


 




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6.11        Schedules.
Ten (10) Business Days before the Closing Date, Seller shall be obligated to supplement any of the Schedules contained in Section
4 hereof with respect to any matter arising after the date hereof that, if existing or occurring on the date of this Agreement,
would have been required to be set forth or described in such Schedules; provided, however, that if an event occurs or a matter
arises related to any representation or warranty made by Seller in Section 4 hereof that Seller reasonably believes has or will
result in a Material Adverse Effect, Seller will promptly provide written notice to Buyer and will promptly update all relevant
Schedules relating to such event or matter. Except for the Schedules updated to reflect changes as a result of actions explicitly
permitted by the covenants set forth under Section 6.1 and 6.8(b) (“Permitted Updates”), no such supplement
shall be deemed to modify the representations or warranties contained in Section 4 or to modify the Schedules as they existed as
of the date hereof or on the Closing Date for purposes of any indemnification claims pursuant to Section 9. In the event that Seller
delivers updated Schedules after the date that is ten (10) Business Days prior to Closing, Buyer may unilaterally extend the Closing
Date if necessary to allow Buyer ten (10) Business Days to review such supplements to the Schedules prior to the Closing Date.
Notwithstanding the foregoing, the survival of the representations and warranties and the indemnification rights set forth in Section
9 shall in no event be affected by any supplement, investigation, inquiry or examination made for or on behalf of any party, or
the knowledge of any party’s officers, directors, members, stockholders, employees or agents or the acceptance by any party
of any certificate or opinion hereunder, except with respect to Permitted Updates.


 


6.12        Other
Offers and Exclusive Dealing. Unless and until this Agreement is terminated prior to Closing pursuant to Section 10, Seller,
acting in any capacity, will neither directly nor indirectly, through any Representative (A) solicit, initiate, encourage or entertain
submission of proposals or offers from any Person relating to (i) any purchase of the Assets or any portion thereof, other than
in the ordinary course of business and other than disposal of equipment no longer used in the operation of the Stations or the
Assets, (ii) any merger, sale of substantial assets relating to the Stations (other than the Surtsey Assets), or sale of stock
of Seller if the survivor of such merger or acquirer of such stock or assets would not be bound by the terms of this Agreement,
(iii) any time brokerage, local marketing, outsourcing, joint sales, shared services, management, marketing or other similar agreement
or arrangement related to the Stations, or (iv) any similar transaction involving Seller with respect to the Stations, (B) participate
in any discussions or negotiations regarding, or, except as required by a legal or judicial process, furnish to any other Person
any information with respect to, or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage,
any effort or attempt by any other Person to consummate any of the transactions described in clauses (A)(i) through (iv) above
involving Seller, or (C) approve or undertake any such transaction. Seller shall promptly communicate to Buyer the material terms
of any such proposal.


 




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6.13        Certain
Tax Matters.


 


(a)          Seller
shall file all Tax Returns required to be filed by it on or before the Closing Date.


 


(b)          Buyer,
on the one hand, and Seller, on the other hand, shall provide the other parties to this Agreement, at the expense of the requesting
party, with such assistance as may reasonably be requested by either of them in connection with the preparation of any Tax Return,
any audit or other examination by any Governmental Authority, or any judicial or administrative proceedings relating to Liability
for Taxes.


 


6.14        Consummation
of Transactions; Closing Conditions. Subject to the terms and conditions herein provided, each of the parties hereto agrees
to take, or cause to be taken, all commercially reasonable actions to consummate the transactions contemplated by this Agreement
and to satisfy the conditions precedent to Closing set forth in Section 7 of this Agreement at the earliest practicable date.


 


6.15        Delivery
of Books and Records. Seller shall deliver to Buyer at the Closing all original documents, books and records exclusively pertaining
to the business of the Stations (the parties hereby agreeing, by way of example and not limitation, that minute books and stock
records, and other, similar governance documents, do not constitute documents, books or records exclusively pertaining the business
of the Stations and that documents, books and records identified as Excluded Assets will not be delivered to Buyer at Closing)
and to the Assets that are legally significant or useful to the business of the Stations and shall deliver copies of all other
documents, books and records pertaining to the business of the Stations and to the Assets (other than Excluded Assets). Seller
may retain copies of any of the foregoing for its own use. Without limiting the generality of the foregoing, Seller shall deliver
to Buyer at the Closing all documents and records relating to the Station Intellectual Property, including the original Certificates
of Registration for all letters, patents, trademarks and service marks included within the Registered Station Intellectual Property
listed on Schedule 4.12 and all such documents relating thereto along with any other documents necessary to transfer title
thereto and to record such transfer before the respective patent and trademark offices or similar Governmental Authorities. Buyer
shall retain any and all sales and billing records, accounts payable information, financial work papers and Contracts delivered
by Seller to Buyer in accordance with this Section 6.15 for a period of not less than seven (7) years and make all such records
available to Seller or their Affiliates, and provide copies thereof (at the requesting Seller’s or Affiliate’s cost),
upon reasonable request, such availability and copies not to be unreasonably withheld or delayed. Seller shall retain any and all
personnel files and Forms W-2 for Transferred Employees for a period of not less than seven (7) years and make all such files and
Forms available to Buyer or its Affiliates, and provide copies thereof (at the requesting Buyer’s or Affiliate’s cost),
upon reasonable request, such availability and copies not to be unreasonably withheld or delayed.


 




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6.16        Title
Search; Discharge of Liens; Title Insurance. At or prior to Closing, Seller shall use commercially reasonable efforts to discharge
all Liens other than Permitted Liens. Seller has provided to Buyer Lien searches (and shall provide updated searches through a
date not more than ten (10) days prior to the Closing Date) of filings made pursuant to Article 9 of the Uniform Commercial Code,
tax liens and judgment liens in all jurisdictions where Seller has any Assets. Seller shall deliver to Buyer, within thirty (30)
days of the date of this Agreement, title commitments for owner’s and lender’s title insurance policies issued by First
American Title Insurance Company (the “Title Company”) with respect to the Owned Real Property sufficient in
form to allow Buyer to obtain, at Buyer’s sole cost and expense a standard form of owner’s and lender’s title
insurance policies on the Owned Real Property (collectively, the “Title Commitments”). Buyer, at its sole expense,
may obtain within thirty (30) days after receipt of the Title Commitments an ALTA survey on each parcel of Owned Real Property
(the “Surveys”). The Title Commitments will evidence a commitment to issue an ALTA title insurance policy insuring
good, marketable and indefeasible fee simple title to each parcel of the Owned Real Property subject to Permitted Liens and the
Assumed Liabilities, for such amount as Buyer reasonably directs. Seller shall reasonably cooperate with Buyer in obtaining such
Title Commitments and Surveys, provided that, Seller shall not be required to incur any cost, expense or other liability in connection
therewith.


 


Buyer shall have until
ten (10) days after receipt of the Title Commitments and the Surveys (to the extent the Surveys are obtained by Buyer within 30
days after receipt of the Title Commitments) to deliver written notice to Seller of Buyer’s objections to any Liens, exceptions,
conditions or defects of title unacceptable to Buyer (hereinafter referred to as “Defects”) which may be shown by the
Title Commitments or Surveys; otherwise, Buyer shall be deemed satisfied with the Title Commitments and Surveys and the condition
of title without any further action by the parties. In the event Buyer so notifies Seller of any Defects (the “Defect Notice”),
Seller shall have thirty (30) days from the date of such Defect Notice to cure the Defect or to obtain the Title Company’s
agreement to affirmatively insure over such Defect although Seller shall have no obligation to cure, or obtain insurance over,
such Defects; provided, however, that Seller and Buyer agree to discuss in good faith options for curing, or obtaining insurance
over, such Defects. If Seller does not cure or obtain insurance over any Defect within said thirty (30) day period, or if Seller
notifies Buyer that it will not attempt to cure or obtain such insurance, Buyer shall have the option upon notice to Seller not
later than three (3) days after the expiration of said thirty (30) day period or such notice from Seller, whichever occurs first,
either to (i) terminate this Agreement pursuant to Section 10.1(b) or (ii) accept title to the Owned Real Property as it then is.
If Buyer does not notify Seller of its election within said three (3) day period, Buyer shall be deemed to have elected option
(ii).


 


Notwithstanding anything
to the contrary contained herein, Seller shall not be required to deliver any instrument or affidavit to the extent such instrument
or affidavit would expand the representations and warranties of Seller in Section 4.10 hereof or its obligations, if any, to indemnify
the Buyer Indemnified Parties for a breach of such representations or warranties pursuant to this Agreement, and any exceptions
resulting therefrom in the Title Commitments shall not constitute or be deemed a failure by Seller to satisfy its obligations under
this Section 6.16 with respect to the deliverable condition of the Title Commitments.


 




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6.17        Payroll
Matters.


 


(a)          Seller
and Buyer shall follow the “standard procedures” for preparing and filing Internal Revenue Service Forms W-2 (Wage
and Tax Statements), as described in Revenue Procedure 2004-53 for Transferred Employees. Under this procedure, (i) Seller shall
provide all required Forms W-2 to (x) all Transferred Employees reflecting wages paid and Taxes withheld by Seller prior to the
Closing Date, and (y) all other employees and former employees of Seller who are not Transferred Employees reflecting all wages
paid and Taxes withheld by Seller, and (ii) Buyer (or one of its Affiliates) shall provide all required Forms W-2 to all Transferred
Employees reflecting all wages paid and Taxes withheld by Buyer (or one of its Affiliates) on and after the Closing Date.


 


(b)          Seller
and Buyer shall adopt the “alternative procedure” of Revenue Procedure 2004-53 for purposes of filing IRS Forms W-4
(Employee’s Withholding Allowance Certificate) and W-5 (Earned Income Credit Advance Payment Certificate). Under this procedure,
Seller shall provide to Buyer all IRS Forms W-4 and W-5 on file with respect to each Transferred Employee and any written notices
received from the Internal Revenue Service under Reg. § 31.3402(f)(2)-l (g)(2) of the Code, and Buyer will honor these forms
until such time, if any, that such Transferred Employee submits a revised form.


 


(c)          With
respect to garnishments, tax levies, child support orders, and wage assignments in effect with Seller on the Closing Date for Transferred
Employees and with respect to which Seller has notified Buyer in writing, Buyer shall honor such payroll deduction authorizations
with respect to Transferred Employees and will continue to make payroll deductions and payments to the authorized payee, as specified
by a court or Order which was filed with Seller on or before the Closing Date, to the extent such payroll deductions and payments
are in compliance with applicable Law, and Seller will continue to make such payroll deductions and payments to authorized payees
as required by Law with respect to all other employees of the Stations who are not Transferred Employees. Seller shall, as soon
as practicable after the Closing Date, provide Buyer with such information in the possession of Seller as may be reasonably requested
by Buyer and necessary for Buyer to make the payroll deductions and payments to the authorized payee as required by this Section
6.17.


 


6.18        WARN
Act. Buyer shall not take any action on or after the Closing Date that would cause any termination of employment of any employees
by Seller that occurs before the Closing to constitute a “plant closing” or “mass layoff” under the WARN
Act or any similar state or local Law, or to create any liability to Seller for any employment terminations under applicable Law.
Notwithstanding anything to the contrary contained herein, Assumed Liabilities assumed by Buyer shall include all liabilities with
respect to any amounts (including any severance, fines or penalties) payable under or pursuant to the WARN Act or any similar state
or local Law with respect to any employees who do not become Transferred Employees as a result of Buyer’s failure to extend
offers of employment or continued employment as required by Section 6.8 or in connection with events that occur from and after
the Closing, and Buyer shall reimburse Seller for any such amounts or any liabilities thereof incurred by Seller.


 




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6.19        Qualification
and Existence.


 


(a)          At
the Closing, Seller shall deliver to Buyer a certificate of the Secretary of State of the State of Delaware, dated not more than
ten (10) days before the Closing Date, stating that Seller is a limited liability company in good standing under the laws of Delaware.
The Seller shall also deliver to Buyer at the Closing, a certificate of the appropriate officials of the States of Kansas and Texas,
dated not more than ten (10) days before the Closing Date, stating that Seller is duly qualified and in good standing to transact
business as a foreign entity as stated in Section 4.1 of this Agreement.


 


(b)          At
the Closing, Buyer shall deliver to Seller a certificate of the Secretary of State of the State of Wisconsin, dated not more than
ten (10) days before the Closing Date, stating that Buyer is a corporation in existence under the laws of Wisconsin.


 


6.20        Financing.


 


(a)          Buyer
shall use commercially reasonable efforts to (i) maintain in full force and effect the Commitment Letter in accordance with the
terms thereof, with such Commitment Letter to remain in effect for a 180-day period, subject to renewal; (ii) arrange and obtain
the Financing on the terms and conditions described in the Commitment Letter; (iii) negotiate, finalize and enter into definitive
agreements with respect thereto on the terms and conditions contained in the Commitment Letter; (iv) satisfy on a timely basis
all conditions applicable to Buyer or the Stations or the Assets in the Commitment Letter and such definitive agreements; (v) consummate
the Financing no later than the Closing Date; (vi) comply on a timely basis with its obligations under the Commitment Letter and
such definitive agreements and (vii) enforce its rights under the Commitment Letter in the event of a breach by the Financing Sources
that impedes or delays the Closing; provided, however, notwithstanding anything contained herein to the contrary, Buyer shall not
be required (and shall have no obligation) to pursue litigation or other legal remedies against any Financing Source. Buyer shall
provide Seller with copies of all documents relating to the Financing and shall give Buyer prompt written notice upon becoming
aware of (A) any breach or default (or any event or circumstance which, with or without notice, lapse of time or both, could reasonably
be expected to give rise to any breach or default) by any party to the Commitment Letter or any definitive agreements relating
to the Financing, (B) any actual or potential failure to carry out any of the terms of the Commitment Letter or any such definitive
agreements by any party thereto, (C) any actual or threatened termination or repudiation of the Commitment Letter or any such definitive
agreements by any party thereto, (D) any material dispute or disagreement between or among any of the parties to the Commitment
Letter or any such definitive agreements or (E) the occurrence of an event or development that Buyer expects to have a Material
and adverse impact on the ability of Buyer to obtain the Financing. Buyer shall keep Seller informed on a reasonably current basis
and in reasonable detail of the status of its efforts to arrange the Financing contemplated by the Commitment Letter. Without the
prior written consent of Seller, Buyer shall not permit any amendment or modification to be made to, or any waiver of any provision
or remedy under, any of the Commitment Letter or fee letters related thereto, or release or consent to the termination of the obligations
of the sources of the Financing under the Commitment Letter; provided that Buyer may replace or amend the Commitment Letter to
add lenders, lead arrangers, bookrunners, syndication agents, similar entities, as applicable, which had not executed the Commitment
Letter as of the date hereof, or otherwise on terms which would not (x) expand the conditions precedent to the Financing as set
forth in the Commitment Letter as of the date hereof, (y) delay the Closing or (z) reduce the aggregate amount available under
the Commitment Letter below an amount that, when combined with Buyer’s other sources of funds, is sufficient to pay the Purchase
Price and all related fees and expenses of Buyer in connection with this Agreement and the transactions contemplated hereby at
the Closing).


 




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(b)          Without
limiting the effect of Section 6.20(c), in the event that, notwithstanding the use of commercially reasonable efforts by Buyer
to satisfy its obligations under Section 6.20(a), the Commitment Letter expires or is terminated before the Closing Date, or the
Financing contemplated by the Commitment Letter otherwise becomes unavailable, in whole or part, for any reason, Buyer shall (i)
promptly deliver a written notice of such fact to Seller, including the reasons therefor and the circumstances giving rise thereto
(the “Financing Termination Notice”), (ii) use its reasonable best efforts to promptly, and in any event prior
to Closing, obtain alternative financing from alternative sources (which alternative financing shall be in an amount at least equal
to the Financing or such unavailable portion thereof and which shall not include any conditions to funding or availability that
are more onerous than, or in addition to, the conditions set forth in the Commitment Letter that expired or terminated, or for
which the Financing contemplated thereby became unavailable); provided, that in no event shall Buyer be obligated to accept any
alternative financing with pricing terms or other Material terms and conditions that are Materially less favorable to Buyer, in
each case than those set forth in the original Commitment Letter. If Buyer is successful in obtaining such alternative financing,
Buyer shall inform Seller of such fact by delivering written notice to Seller. In the event any alternative commitment letters
are obtained, (x) any reference in this Agreement to the “Financing” shall mean the financing contemplated by the Commitment
Letters as modified pursuant to clause (y) below and (y) any reference in this Agreement to the “Commitment Letter”
shall be deemed to include the Commitment Letter to the extent not superseded by an alternative commitment letter at the time in
question and any alternative commitment letters to the extent then in effect. Buyer shall deliver to Seller complete and correct
copies of all amendments, supplements, other modifications or agreements pursuant to which any alternative financing shall be made
available to Buyer promptly after Buyer enters into any of the same (it being understood that all such amendments, supplements,
other modifications or agreements shall be subject to the last sentence of Section 6.20(a)).


 


(c)          Buyer
acknowledges and agrees that obtaining the Financing or any alternative financing is not a condition to Closing, and reaffirms
its obligation to consummate the transactions contemplated by this Agreement irrespective and independent of the availability of
the Financing or any alternative financing. For the avoidance of doubt, if the Financing or any alternative financing has not been
obtained, Buyer shall continue to be obligated, subject to the satisfaction or waiver of the conditions set forth in Section 7.1,
to consummate the Closing and the other transactions contemplated by this Agreement.


 




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(d)          Seller
acknowledges that Buyer’s Financing Sources may require financial and other pertinent information with respect to the Assets,
financial statements and information related to Seller required by regulatory authorities under applicable “know your customer”
and anti-money laundering rules and regulations. Seller shall provide such documentation requested in connection with the arrangement
of Financing. If Seller fails to provide such documentation and if the failure prevents Buyer from obtaining the Financing, then
Buyer shall not be deemed to be in breach of its obligations under Section 6.20(a) of this Agreement.


 


(e)          Notwithstanding
anything to the contrary contained in this Agreement, each of the parties hereto; (i) agrees that it will not bring or support
any Person or entity, or permit any of its Affiliates to bring or support any entity, in any action, suit, proceeding, cause of
action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or
in tort or otherwise, against any Person or entity that has committed or subsequently commits to provide or otherwise enters into
agreements in connection with providing debt financing to Buyer or any of its Affiliates (the “Financing Sources,”
which defined term for the purposes of this provision shall include the Lender and its respective former, current and future Affiliates,
equityholders, members, partners, controlling persons, officers, directors, employees, agents, advisors and representatives involved
in such debt financial in any way relating to this Agreement or any of the transactions contemplated by this Agreement, including,
but not limited to, any dispute arising out of or relating in any way to the Commitment letter and any fee letter related thereto
or the performance thereof or the debt financing contemplated thereby, in any forum other than the federal and New York State courts
located in the Borough of Manhattan within the City of New York; (ii) agrees that, except as specifically set forth in the Commitment
Letter, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Financing
Sources in any way relating to the Commitment Letter or the performance thereof or the debt financings contemplated thereby, shall
be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect
to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws
of another jurisdiction; (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in
respect of any litigation (whether at law or in equity, in contract, in tort or otherwise) directly or indirectly arising out of
or relating in any way to the Commitment Letter or the performance thereof or the debt financings contemplated thereby; and (iv)
Seller and its subsidiaries, Affiliates, directors, officers, employees, agents, partners, managers, members or stockholders shall
not have any rights or claims against any Financing Source in any way relating to this Agreement or any of the transactions contemplated
by this Agreement, or in respect of any oral representations made or alleged to have been made in connection herewith or therewith
by a Financing Source, including any dispute arising out of or relating in any way to the Commitment Letter or the performance
thereof or the financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise and (v) no Financing
Source shall have any liability (whether in contract, in tort or otherwise) to Seller or any of its subsidiaries, Affiliates, directors,
officers, employees, agents, partners, managers, members or stockholders for any obligations or liabilities of any party hereto
under this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby and thereby
or in respect of any oral representations made or alleged to have been made in connection herewith or therewith by a Financing
Source, including any dispute arising out of or relating in any way to the Commitment Letter or the performance thereof or the
financings contemplated thereby, whether at law or in equity, in contract, in tort or otherwise. Notwithstanding anything to the
contrary contained in this Agreement, the Financing Sources are intended third-party beneficiaries of, and shall be entitled to
the protections of this provisions and Sections 13.2, 13.4 and 13.8 which cross-reference this Section 6.20(e) to the same extent
as if the Financing Sources were parties to this Agreement. This Section 6.20 and Sections 13.2, 13.4 and 13.8 may not be amended,
modified or supplemented, or any of its provisions waived, without the written consent of the Financing Sources, which consent
may be granted or withheld in the sole discretion of the Financing Sources.


 




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6.21        Transfer
of Assets. To the extent any of the Assets are owned, leased, used or held for use by an Affiliate of Seller, Seller shall
cause such Affiliate to transfer all of Affiliate’s right, title and interest in such Assets to Seller prior to the Closing
Date.


 


6.22        1031
Exchange. Seller may require Buyer, pursuant to Section 1031 of the Code, to pay the Base Purchase Price to a trust or intermediary
party designated by Seller, in order that Seller may participate in a tax-deferred exchange of like-kind property. Such election
shall be made, if at all, by notice to Buyer not later than twenty (20) days prior to the Closing Date. The parties agree to execute
such agreements and other documents as may be necessary to complete and otherwise effectuate Seller’s lawful tax-deferred
exchange, provided that (a) Buyer’s obligations hereunder shall not be increased; (b) such documents shall not modify Seller’s
or Buyer’s representations, warranties or obligations hereunder; (c) the Purchase Price paid by Buyer shall not be different
from that which Buyer would have paid pursuant to Section 2.1, (d) Buyer shall incur no additional cost, expense or liability as
a result of its cooperation in such exchange; and (e) Seller shall indemnify and hold harmless Buyer for additional expenses, including,
but not limited to, Taxes and closing costs, and any other cost or expense (including reasonable attorneys’ fees) which Buyer
may incur as a result of the Purchase Price being paid to a trust or intermediary party rather than to Seller, and the trust’s
or intermediary’s subsequent use of the Purchase Price.


 


6.23        Guaranty.
In consideration of the execution and delivery of this Agreement by Buyer, Guarantor does hereby guarantee to Buyer full and prompt
payment and performance of the obligations of Seller as set forth in this Agreement and any other agreement, certificate or instrument
executed and delivered by Seller pursuant to this Agreement, including, by way of example and not limitation, all obligations under
Article 9 hereof (collectively, the “Obligations”), in each case as if the Obligations were direct and primary
obligations of Guarantor.


 


7.          Conditions
Precedent to Closing.


 


7.1          Conditions
Precedent to the Obligations of Buyer. Buyer’s obligations to consummate the purchase under this Agreement is subject
to the fulfillment, at or prior to the Closing, of each of the following conditions (any of which may be waived in writing by Buyer,
except for Section 7.1(c)(i) and (ii)):


 




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(a)          All
representations and warranties of Seller contained in this Agreement and its Schedules shall be true and correct at and as of the
Closing with the same effect as though such representations and warranties were made at and as of the Closing (other than any representation
or warranty that is expressly made as of a specified date, which shall be true and correct as of such date only) except for changes
which are permitted or contemplated pursuant to this Agreement or specifically consented to by Buyer in writing; or to the extent
that the failure of the representations and warranties of Seller contained in this Agreement to be true and correct at and as of
the Closing (or in respect of any representation or warranty that is expressly made as of a specified date, as of such date only)
has not had and would not, individually or in the aggregate, reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect;


 


(b)          Seller
shall have performed and complied in all Material respects with each obligation, covenant and condition required by this Agreement
to be performed or complied with by it prior to or at the Closing, including the documents and instruments required to be delivered
by Seller under Section 8.1;


 


(c)          the
FCC Consent (i) shall have been obtained; (ii) shall be in full force and effect; (iii) shall not be subject to any condition or
qualification Materially adverse to Buyer or to the operations of the Stations, other than conditions that may be imposed by reason
of circumstances or actions of Buyer that constitute a breach of its representations, warranties and covenants under this Agreement;
and (iv) shall have become a Final Order (as defined below);


 


(d)          Seller
shall have duly received, without any condition Materially adverse to Buyer, all consents and approvals referred to in Schedule
7.1(d);


 


(e)          there
shall be in effect no Law or injunction or restraining Order issued by a court of competent jurisdiction making it illegal or otherwise
prohibiting or restraining the consummation of the transactions contemplated by this Agreement;


 


(f)          since
the date of this Agreement, no event, circumstance or condition has occurred with respect to the business of the Stations or the
Assets which has had or is reasonably expected to have a Material Adverse Effect;


 


(g)          Buyer
shall have been furnished with a certificate of an officer or manager of Seller, dated the Closing Date, in form and substance
satisfactory to Buyer, certifying to the fulfillment of the conditions set forth in Sections 7.1(a) and (b) and (f);


 


(h)          Seller
shall have delivered to Buyer an incumbency certificate or certificates dated the Closing Date certifying the incumbency of all
officers and managers of Seller who have executed this Agreement or any of the Seller Other Agreements, which certificates shall
contain specimens of the signatures of each of such officers and shall be executed by an officer or manager of Seller other than
an officer or manager whose incumbency or authority is certified;


 




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(i)          Buyer
shall have received an executed and attested special or limited warranty deed, subject to the Permitted Liens, in commercially
reasonable and recordable form in respect of the Owned Real Property (the “Deed”). Seller’s warranty of
title in the Deed shall extend only from the date of Seller’s acquisition of the Owned Real Property and only against the
lawful claims and demands of all persons claiming by, from, or under the Seller, but against no other claims or persons;


 


(j)          Seller
shall have delivered to Buyer copies, certified by the duly qualified and acting Secretary or Assistant Secretary of Seller, of
resolutions adopted by the sole member of Seller approving this Agreement, the Seller Other Agreements and the consummation of
the transactions contemplated hereby and thereby;


 


(k)          Seller
shall have delivered to Buyer Title Commitments to the extent specified in Section 6.16 with respect to each parcel of Owned Real
Property and each Leased Real Property;


 


(l)          Seller
shall have delivered titles to any owned motor vehicles;


 


(m)          The
sale of the Surtsey Assets by Surtsey to Option Assignee pursuant to one or more asset purchase agreements entered into simultaneously
with the execution of this Agreement as described in Section 1.4 hereof (the “Related Transactions”), shall
have been consummated or will be consummated simultaneously with the Closing;


 


(n)          Seller
shall have delivered a Tax Clearance Certificate;


 


(o)          Liens
on the Assets granted under the Pledge and Security Agreement relating to that certain Credit Agreement dated as of August 18,
2015 among Guarantor, as Borrower, and JPMorgan Chase Bank, N.A., as Administrative Agent, et al. shall be released; and


 


(p)          Liens
on the Assets of Surtsey Media, LLC granted under the Security Agreement relating to that certain Loan Agreement dated as of April
27, 2010, including any amendments thereto, among Surtsey Media, LLC, as Borrower, and the Huntington National Bank shall be released.


 


For the purpose
of this Agreement, “Final Order” means action by the FCC (including action duly taken by the FCC’s staff
pursuant to delegated authority) (a) which has not been vacated, reversed, stayed, set aside, annulled or suspended, (b) with respect
to which no appeal, request for stay, or petition for rehearing, reconsideration or review by any court or administrative agency
or by the FCC is pending, and (c) as to which the time for filing any such appeal, request, petition, or similar document for rehearing,
reconsideration or review has expired (or if any such appeal, request, petition or similar document has been filed, the FCC action
has been upheld in a proceeding pursuant thereto and no additional rehearing, review or reconsideration may be sought).


 




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7.2          Conditions
Precedent to the Obligations of Seller. Seller’s obligation to consummate the sale under this Agreement is subject to
the fulfillment, at or prior to the Closing, of each of the following conditions (any of which may be waived in writing by Seller,
except for Section 7.2(g)(i) and (ii)):


 


(a)          all
representations and warranties of Buyer contained in this Agreement shall be true and correct at and as of the time of the Closing
with the same effect as though those representations and warranties had been made at and as of the Closing (other than any representation
or warranty that is expressly made as of a specified date, which shall be true and correct as of such date only);


 


(b)          Buyer
shall have performed and complied in all Material respects with all obligations and covenants required by this Agreement to be
performed or complied with by it prior to or at the Closing, including the documents and instruments required to be delivered by
Buyer under Section 8.2;


 


(c)          there
shall be in effect no Law or injunction or restraining Order issued by a court of competent jurisdiction making it illegal or otherwise
prohibiting or restraining the consummation of the transactions contemplated by this Agreement;


 


(d)          Seller
shall have been furnished with a certificate of an officer of Buyer, dated the Closing Date, in form and substance satisfactory
to Seller, certifying to the fulfillment of the conditions set forth in Sections 7.2(a) and (b);


 


(e)          Buyer
shall have delivered to Seller copies certified by its duly qualified and acting Secretary or Assistant Secretary, of resolutions
adopted by its board members, approving this Agreement, the Buyer Other Agreements and the consummation of the transactions contemplated
hereby and thereby;


 


(f)          Buyer
shall have delivered to Seller an incumbency certificate or certificates dated the Closing Date certifying the incumbency of all
its officers who have executed this Agreement or any of the Buyer Other Agreements, which certificate shall contain specimens of
the signatures of such officers and shall be executed by an officer other than an officer whose incumbency or authority is certified;


 


(g)          the
FCC Consent (i) shall have been obtained, (ii) shall be in full force and effect, and (iii) shall not be subject to any condition
or qualification Materially adverse to Seller, other than conditions that may be imposed by reason or circumstances or actions
of Seller that constitute a breach of its representations, warranties and covenants under this Agreement; and


 


(h)          each
of the Related Transactions shall have been consummated or will be consummated simultaneously with the Closing.


 




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8.          Transactions
at the Closing.


 


8.1          Documents
to be Delivered by Seller. At the Closing, Seller shall deliver to Buyer the following:


 


(a)          One
or more duly executed Bills of Sale, substantially in the form of Exhibit 8.1(a);


 


(b)          A
duly executed Assignment of FCC Licenses, substantially in the form of Exhibit 8.1(b);


 


(c)          A
duly executed Assignment of Station Intellectual Property, substantially in the form of Exhibit 8.1(c);


 


(d)          A
duly executed Assignment and Assumption, substantially in the form of Exhibit 8.1(d) (the “Assignment and Assumption
Instrument”);


 


(e)          the
certificates referred to in Section 7.1(g) and (h);


 


(f)          copies
of all consents and approvals received by Seller pursuant to Section 6.6;


 


(g)          standard,
customary documentation (including certain affidavits of Seller in favor of the Title Company) that may be reasonably requested
by the Title Company in connection with Buyer obtaining title insurance policies relating to the Owned Real Property, excluding
any indemnity and with such other changes as negotiated by Seller and the Title Company;


 


(h)          certificates
of non-foreign status for Seller satisfying the requirements of Treasury Regulations Section 1.1445-2(b);


 


(i)          the
duly executed Deed;


 


(j)          any
state, county and local transfer tax declarations and forms required by Law to be executed by Seller; and


 


(k)          such
other documents, including deeds or other instruments of transfer and assignment, and such mortgage discharges, termination letters
and UCC-3 termination statements, all in form and substance reasonably satisfactory to Buyer and its counsel, as may reasonably
be requested by Buyer or its counsel in order to effect the closing of transactions contemplated by this Agreement duly executed
by Seller.


 


8.2          Deliveries
by Buyer. At the Closing, Buyer shall deliver to Seller the following:


 


(a)          wire
transfer of funds in the amount provided in Section 2.1;


 




    	 	46	 



     


    

 


(b)          instruments,
including the Assignment and Assumption Instrument and the Real Property Assignment and Assumption Instrument in form and substance
reasonably satisfactory to Seller and its counsel, pursuant to which Buyer shall assume the obligations of Seller to be assumed
by Buyer pursuant to Section 1.3;


 


(c)          a
copy of resolutions of the board of Buyer authorizing the execution, delivery and performance of this Agreement by Buyer, and a
certificate of the secretary or an assistant secretary of Buyer, dated the Closing Date, that such resolutions were duly adopted
and are in full force and effect;


 


(d)          the
certificates referred to in Section 7.2(d), (e) and (f);


 


(e)          any
state, county and local transfer tax declarations and forms required by Law to be executed by Buyer; and


 


(f)          such
other documents as may reasonably be requested by Seller or its counsel in order to effect the closing of transactions contemplated
by this Agreement, including the joint instructions, duly executed by Buyer.


 


9.          Survival
of Representations and Warranties; Indemnification.


 


9.1          Survival.
All of the representations and warranties of the parties hereto contained in this Agreement and any claims related to the performance
of any covenant or agreement of the parties contained in this Agreement prior to or at the Closing shall survive the Closing Date
and shall terminate and expire eighteen (18) months after the Closing Date provided, however, the representations and warranties
of Seller set forth in Sections 4.1, 4.2, 4.3, and the first sentence of Section 4.9(a) and of Buyer set forth in Section 5.1 and
5.2 (collectively, the “Fundamental Representations”) shall survive the Closing Date indefinitely. The covenants
and agreements of the parties set forth in this Agreement to be performed after the Closing shall survive the Closing until fully
performed and discharged. The applicable period of such survival set forth in this Section 9.1 subsequent to Closing is referred
to as the “Survival Period”.


 


9.2          Indemnification.


 


(a)          Subject
to Sections 9.1, 9.3, 9.4 and this Section 9.2, Seller agrees to defend, indemnify and hold harmless Buyer and its Affiliates and
their respective officers, directors, managers, members, employees, counsel, agents, Affiliates, successors and assigns (collectively,
“Buyer Indemnified Parties”) against, and hold each of them harmless from, all Losses asserted against, imposed
upon or incurred by any of the foregoing by reason of, resulting from, arising out of, based upon or otherwise in respect of the
following:


 


(i)          any
inaccuracy in any representation or warranty made by Seller in this Agreement or the Seller Other Agreements, including any inaccuracy
caused by a supplement to the Schedules pursuant to Section 6.11;


 




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(ii)         any
breach of, or failure to perform, any covenant or agreement made or to be performed by Seller in this Agreement or the Seller Other
Agreements; and


 


(iii)        any
Retained Liability or any failure by Seller to carry out, perform, pay, discharge or otherwise fulfill any of the Retained Liabilities.


 


(b)          Subject
to Sections 9.1, 9.3, 9.4 and this Section 9.2, Buyer agrees to defend, indemnify and hold harmless Seller and its Affiliates and
each of their respective shareholders, members, managers, officers, directors, employees, counsel, agents, Affiliates, successors
and assigns (collectively, “Seller Indemnified Parties”) against, and hold each of them harmless from, all Losses
asserted against, imposed upon or incurred by any of the foregoing by reason of, resulting from, arising out of, based upon or
otherwise in respect of the following:


 


(i)          any
misrepresentation by Buyer or any breach by Buyer of any representation or warranty contained in this Agreement or the Buyer Other
Agreements;


 


(ii)         any
breach of, or failure to perform, any covenant or agreement made or to be performed by Buyer in this Agreement or the Buyer Other
Agreements; and


 


(iii)        Buyer’s
failure to pay, perform and discharge when due any of the Assumed Liabilities or the Contract Liabilities, subject to the provisions
of Section 1.3(a).


 


(c)          The
procedures for indemnification under this Agreement shall be as follows:


 


(i)          Any
of the Buyer Indemnified Parties or the Seller Indemnified Parties claiming indemnification (the “Claimant”)
shall promptly give notice to the party from which indemnification is claimed (the “Indemnifying Party”) of
any claim, specifying in reasonable detail the factual basis for the claim, and the amount thereof, estimated in good faith, all
with reasonable particularity. If the claim relates to an action, suit or proceeding filed by another Person against Claimant,
then such notice shall be given by Claimant within ten (10) Business Days after written notice of such action, suit or proceeding
was given to Claimant and shall include true and complete copies of all suit, service and claim documents, all other relevant documents
in the possession of the Claimant; provided, however, that the failure or delay of the Claimant to provide such notice shall not
release the Indemnifying Party from any of its obligations under this Section 9 unless (and then solely to the extent) the Indemnifying
Party is prejudiced thereby.


 


(ii)         With
respect to claims solely between the parties, following receipt of notice from the Claimant of a claim, the Indemnifying Party
shall have forty-five (45) days to make such investigation of the claim as the Indemnifying Party reasonably deems necessary or
desirable, and the Claimant agrees to make available to the Indemnifying Party and its authorized representatives the information
relied upon by the Claimant to substantiate the claim. If the Claimant and the Indemnifying Party agree at or prior to the expiration
of such forty-five (45) day period to the validity and amount of such claim, then the Indemnifying Party shall promptly pay to
the Claimant the full amount of the claim, subject to the terms and limitations hereof. If the Claimant and the Indemnifying Party
do not agree within such forty-five (45) day period, then the Claimant may seek appropriate remedy at law or equity, as applicable,
subject to the terms and limitations hereof.


 




    	 	48	 



     


    

 


(iii)        With
respect to any claim by any other Person against the Claimant (a “Third Party Claim”), the Indemnifying Party
shall have the right at its own expense, (if and only if (I) the Indemnifying Party shall have confirmed in writing that it is
fully obligated thereunder to the extent provided in this Agreement to indemnify the Claimant with respect to such Third Party
Claim and (II) the Third Party Claim does not arise in connection with any criminal proceeding, action, indictment, allegation
or investigation) to participate in or assume control of the defense of such claim, and the Claimant shall reasonably cooperate
with the Indemnifying Party; provided, however, that the Claimant shall be entitled to participate in any such defense with separate
counsel at the expense of the Claimant if in the reasonable opinion of counsel to the Claimant a conflict or potential conflict
exists between the Claimant and the Indemnifying Party that would make such separate representation advisable. If the Indemnifying
Party declines or fails to assume the defense of the Third Party Claim on the terms provided above within such thirty (30) day
period or, upon petition by the Claimant, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously
prosecute or defend such Third Party Claim, then the Claimant may employ counsel (plus one local counsel in any jurisdiction in
any single Third Party Claim if the Claimant determines in its reasonable discretion such local counsel is necessary) to represent
or defend it in any such Third Party Claim and the Indemnifying Party will pay the reasonable fees and disbursements of such counsel
as incurred; provided, however, that the Indemnifying Party will not be required to pay the fees and expenses of more than one
counsel (plus one local counsel in any jurisdiction in any single claim if the Claimant determines in its reasonable discretion
such local counsel is necessary) for all Claimants in any jurisdiction in any single Third Party Claim. In any Third Party Claim
with respect to which indemnification is being sought hereunder and in which the Claimant has assumed the defense of such Third
Party Claim, the Indemnifying Party shall have the right to participate in such matter and to retain its own counsel at such Indemnifying
Party’s own expense. The Indemnifying Party or the Claimant, as the case may be, shall at all times use its reasonable efforts
to keep the Indemnifying Party or the Claimant, as the case may be, reasonably apprised of the status of any matter the defense
of which they are maintaining and to cooperate in good faith with each other with respect to the defense of any such matter. The
Claimant shall make available to the Indemnifying Party or its Representatives all Records and other materials in Claimant’s
possession or control reasonably necessary and requested by Indemnifying Party for Indemnifying Party’s use in defending
any Third Party Claim.


 


9.3          Limitation
on Liability. Notwithstanding anything to the contrary in this Agreement, neither party shall be required to indemnify the
other with respect to an aggregate claim for Losses under Section 9.2(a)(i) or Section 9.2(b)(i), other than in respect of Fundamental
Representations, as applicable, unless the aggregate sum of such Losses plus comparable Losses pursuant to the asset purchase agreement(s)
for the Related Transactions exceed Four Hundred Twenty-Five Thousand Dollars ($425,000), and only for amounts in excess thereof;
provided, however, that the foregoing threshold amounts shall not apply to any Losses which result from or arise out of fraud.


 




    	 	49	 



     


    

 


9.4          Further
Limitation on Liability.


 


(a)          Notwithstanding
anything to the contrary in this Agreement, the aggregate Liability for Losses of Seller to the Buyer Indemnified Parties under
Section 9.2(a)(i) for indemnification under this Agreement and for similar indemnification obligations pursuant to the asset purchase
agreements(s) for the Related Transactions, other than in respect of Fundamental Representations (and Fundamental Representations
(as defined therein) under the asset purchase agreement(s) for the Related Transactions), shall be limited to an amount equal to
Seven Million Dollars ($7,000,000).


 


(b)          Notwithstanding
anything to the contrary in this Agreement, the aggregate Liability for Losses under Section 9.2(b)(i) of Buyer to the Seller Indemnified
Parties for indemnification under this Agreement and for similar indemnification obligations pursuant to the asset purchase agreement(s)
for the Related Transactions, other than in respect of Fundamental Representations (and Fundamental Representations (as defined
therein) under the asset purchase agreement(s) for the Related Transactions), shall be limited to an amount equal to Seven Million
Dollars ($7,000,000).


 


(c)          The
amount of any Losses that are subject to indemnification under this Section 9 shall be calculated net of (i) the amount of any
insurance proceeds actually received by the Buyer Indemnified Party in connection with such Losses or any of the events or circumstances
giving rise or otherwise related to such Losses, net of all deductibles, co-payments, retro-premium obligations and premium increases
attributable thereto and all out-of-pocket costs of collection of any such proceeds, or (ii) any Tax benefits actually realized
by the Buyer Indemnified Party (or any of its Affiliates) in connection with such Losses or any of the events of circumstances
giving rise or otherwise related to such Losses. The Buyer Indemnified Parties shall use commercially reasonable efforts to obtain
any such insurance proceeds or tax benefits and to otherwise mitigate Losses. If any such insurance proceeds or tax benefits are
received or realized by any Buyer Indemnified Party (or any of its Affiliates) after receiving payment or reimbursement for any
Losses hereunder, Buyer shall cause to be paid to Seller an amount equal to the lesser of such insurance proceeds or tax benefits
or the amount of such Losses previously paid or reimbursed.


 


(d)          Notwithstanding
anything in this Agreement to the contrary, in no event shall any Indemnifying Party be liable to any Indemnified Party for any
punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business
reputation or opportunity relating to the breach or alleged breach of this Agreement, or diminution of value or any damages based
on any type of multiple.


 




    	 	50	 



     


    

 


9.5          Exclusive
Remedy. The sole and exclusive remedy for the Buyer and any other Buyer Indemnified Parties, on the one hand, and the Seller
and any other Seller Indemnified Parties, on the other hand, for any claim or Loss (whether such claim is framed in tort, contract
or otherwise) arising out of a breach of any representation, warranty, covenant or agreement contained herein or in any of the
Other Agreements or otherwise arising out of or in connection with the transactions contemplated by this Agreement and the Other
Agreements or the operation of the Stations or the ownership of the Assets shall be a claim for indemnification pursuant to this
Section 9; provided, however, that nothing herein shall be deemed to limit any rights or remedies that any party may have against
the other for fraud.


 


10.         Termination;
Etc.


 


10.1        Termination.
Except with respect to provisions that expressly survive termination, this Agreement may be terminated at any time prior to the
Closing:


 


(a)          by
written agreement of Buyer and Seller;


 


(b)          by
Buyer, if Seller is in Material breach or default of its representations, warranties, covenants or obligations under this Agreement,
including without limitation Seller’s obligations under Section 6.16 with respect to the removal of Defects and Seller’s
obligations under Section 6.20(d), and such Material breach or default on the part of Seller shall not have been cured by Seller
or waived by Buyer within thirty (30) days after written notice thereof from Buyer to Seller, provided that Seller shall have no
right to any such cure period with respect to any Material breach or default of Seller’s obligations to execute and deliver
the agreements, certificates, instruments and documents of Seller set forth in this Agreement, including Sections 7.1 and 8.1;
provided, however, that Buyer shall not have the right to terminate this Agreement pursuant to this Section 10.1(b) if Buyer is
then in Material breach or default of any of its representations, warranties, covenants or obligations under this Agreement to
an extent which would give Seller the right not to close pursuant to Section 10.1(c);


 


(c)          by
Seller, if Buyer is in Material breach or default of its representations, warranties, covenants or obligations under this Agreement,
and such breach or default on the part of Buyer shall not have been cured by Buyer or waived by Seller within thirty (30) days
after written notice thereof from Seller to Buyer, provided that Buyer shall have no right to any such cure period with respect
to any breach or default of Buyer’s obligations to execute and deliver the agreements, certificates, instruments and documents
of Buyer set forth in this Agreement, including Sections 7.2 and 8.2 or pay the Purchase Price; provided, however, that Seller
shall not have the right to terminate this Agreement pursuant to this Section 10.1(c) if Seller is then in Material breach or default
of any of its representations, warranties, covenants or obligations under this Agreement to an extent which would give Buyer the
right not to close pursuant to Section 10.1(b);


 


(d)          by
Seller in the event Buyer has not consummated the Financing by the Closing Date (a “Financing Failure”), unless
Seller has terminated this Agreement pursuant to Section 10.1(c) due to a Material breach or default by Buyer other than a Financing
Failure;


 


(e)          by
Buyer or Seller if the FCC designates for a hearing the Assignment Application for FCC Consent contemplated by this Agreement;


 




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(f)          by
Buyer or Seller if any of the asset purchase agreements for the Related Transactions are terminated in accordance with their terms;
or


 


(g)          by
Buyer or Seller if the Closing has not occurred on or before the Outside Termination Date, as the same may have been extended as
provided in Section 3.2.


 


10.2        Effect
of Termination. 


 


(a)          If
this Agreement is terminated by either or both of Buyer or Seller pursuant to Section 10.1, prompt written notice thereof shall
forthwith be given to the other party, and this Agreement shall terminate and the transactions contemplated hereby shall be abandoned
without further liability of, and action by, any of the parties hereto, other than as expressly set forth in this Section 10.


 


(b)          If
this Agreement is terminated by Seller pursuant to (i) Section 10.1(c) or (ii) Section 10.1(d); provided that with respect to clause
(ii) only if Financing Failure occurs for a reason other than a breach by Seller under Section 6.20(d) of this Agreement and all
other conditions to Buyer’s obligation to Close set forth in Section 7.1 have been satisfied (other than (1) those that by
their nature are to be met at Closing and for which Seller is prepared to satisfy at the Closing, and (2) those not met as a result
of the Buyer’s breach of any representation, warranty, or obligation under this Agreement) have been satisfied, then in either
case of clause (i) or clause (ii), Seller shall have the right to receive, and shall be paid, the APA Deposit Escrow (plus any
interest that has accrued thereon), which shall serve as liquidated damages to Seller and, anything to the contrary in this Agreement
notwithstanding, shall be the sole and exclusive remedy of Seller for Buyer’s failure to consummate the Closing for any of
the reasons set forth in this Section 10.2(b) (it being acknowledged and agreed such liquidated damages have been computed and
estimated as a reasonable forecast of probable actual loss to Seller in such event because of the difficulty of estimating with
exactness the damages that would actually result and not as a penalty) and neither Buyer nor Seller shall have any recourse against
the other, or against any Financing Source, including any right to pursue any legal or equitable remedy for breach of contract
or otherwise (except for the terms and provisions of this Agreement that survive such termination).


 


(c)          If
this Agreement is terminated by Buyer pursuant to (i) Section 10.1(b) or (ii) Section 10.1(g), provided that, with respect to clauses
(ii) only, only if Seller is in Material breach or default of its representations, warranties, covenants or obligations under this
Agreement and Buyer is not in Material breach or default of any of its representations, warranties, covenants or obligations under
this Agreement, then the APA Deposit Escrow shall be returned to Buyer and neither party shall be relieved of any liability for
any breach of contract or otherwise except as provided in Section 9.5 hereof.


 


(d)          If
this Agreement is terminated pursuant to Section 10.1(a), (e) or (f), then the APA Deposit Escrow shall be returned to Buyer, and
neither Buyer nor Seller shall have any recourse against the other, including any right to pursue any legal or equitable remedy
for breach of contract or otherwise (except for the terms and provisions of this Agreement that survive such termination).


 




    	 	52	 



     


    

 


(e)          If
this Agreement is terminated by Seller or Buyer pursuant to Section 10.1(g) and neither Buyer nor Seller are in Material breach
or default of any of their respective representations, warranties, covenants or obligations under this Agreement, then the APA
Deposit Escrow shall be returned to Buyer and neither Buyer nor Seller shall have any recourse against the other, including any
right to pursue any legal or equitable remedy for breach of contract or otherwise (except for the terms and provisions of this
Agreement that survive such termination).


 


(f)          If
this Agreement is terminated by Buyer or Seller pursuant to Sections 10.1(b) through 10.1(d) at such point that each of Buyer,
on the one hand, and Seller, on the other hand, is in Material breach or default of its representations, warranties, covenants
or obligations under this Agreement, then the APA Deposit Escrow shall be returned to Buyer and then neither Buyer nor Seller shall
have any recourse against the other, including any right to pursue any legal or equitable remedy for breach of contract or otherwise
(except for the terms and provisions of this Agreement that survive such termination).


 


(g)          If
this Agreement is terminated by Seller pursuant to Section 10.1(g), and Buyer is in Material breach or default of its representations,
warranties, covenants or obligations under this Agreement, Seller shall have the right to receive, and shall be paid, the APA Deposit
Escrow (plus any interest that has accrued thereon), which shall serve as liquidated damages to Seller and, anything to the contrary
in this Agreement notwithstanding, shall be the sole and exclusive remedy of Seller for Buyer’s failure to consummate the
Closing for any of the reasons set forth in this Section 10.2(g) (it being acknowledged and agreed such liquidated damages have
been computed and estimated as a reasonable forecast of probable actual loss to Seller in such event because of the difficulty
of estimating with exactness the damages that would actually result and not as a penalty) and neither Buyer nor Seller shall have
any recourse against the other, including any right to pursue any legal or equitable remedy for breach of contract or otherwise
(except for the terms and provisions of this Agreement that survive such termination).


 


(h)          Notwithstanding
any termination of this Agreement pursuant to this Section 10, the obligations of the parties described in Sections 6.4, 6.5(b)
and this Section 10 will survive any such termination. Notwithstanding any termination of this Agreement pursuant to Section 10.1,
except as set forth in Section 10.2, no such termination of this Agreement will relieve any party from liability for any misrepresentation
or breach of any representation, warranty, covenant or agreement set forth in this Agreement prior to such termination.


 


(i)          Each
party agrees to take such action as is necessary or desirable to effectuate the payment of the APA Deposit Escrow as set forth
in this Section 10.2, including promptly providing to the Deposit Escrow Agent written instructions related to the payment thereof
in the manner set forth in the Deposit Escrow Agreement.


 




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10.3        Specific
Performance. The parties recognize and agree that each party has relied on this Agreement and expended considerable effort
and resources related to the transactions contemplated hereunder, that the rights and benefits conferred upon Buyer and Seller
herein are unique, and that damages may not be adequate to compensate either party in the event the other party refuses to consummate
the transactions contemplated hereunder in accordance with the terms and conditions hereof. The parties therefore agree that, in
addition to any and all remedies expressly set forth herein, prior to Closing Buyer and Seller shall each be entitled, at its option
and in lieu of terminating this Agreement pursuant to Section 10.1, to have this Agreement specifically enforced by a court of
competent jurisdiction.


 


11.         Risk
of Loss. The risk of loss or damage to any of the Assets shall be on Seller prior to the Closing and thereafter shall be on
Buyer. If any Material Asset is damaged or destroyed prior to the Closing Date (any such event being referred to as an “Event
of Loss”), Seller shall promptly notify Buyer in writing of the Event of Loss. The notice shall specify with particularity
the loss or damage incurred, the cause of the Event of Loss, if known or reasonably ascertainable, and the applicable insurance
coverage, if any. If Seller elects in its sole discretion to repair, replace or restore the Asset and the Asset so damaged or destroyed
cannot be completely repaired, replaced or restored by the scheduled date of the Closing but can be accomplished within ninety
(90) days after that date, the date of the Closing shall be postponed for up to that ninety (90)-day period to allow Seller an
opportunity to repair, replace or restore the Asset. If Seller does not elect to repair, replace or restore the Asset or if the
repair, replacement or restoration cannot be accomplished within that ninety (90)-day period or if the Stations are off of the
air for twelve (12) days within any thirty (30) day period, Buyer may elect, by written notice to Seller within twenty (20) days
after Buyer has received notice that an Event of Loss has occurred or that the repair, replacement or restoration cannot be so
completed, for the parties to proceed to Closing, and Seller shall reimburse Buyer for all reasonable out-of-pocket costs incurred
by Buyer in repairing or replacing the damaged Assets or assign to Buyer the applicable portion of any insurance proceeds not previously
expended by Seller to repair or replace the damaged Asset after the Effective Time.


 


12.         Definitions.
The following terms (in their singular and plural forms as appropriate) as used in this Agreement shall have the meanings set forth
below unless the context requires otherwise:


 


“Accounts
Receivable” means all accounts receivable, notes receivable and other monies due to Seller for sales and deliveries of
goods, performance of services, sale of advertisements, broadcast time and programming, digital advertising services, and other
business transactions (whether or not on the books of Seller) related to the Stations arising prior to the Effective Time and any
claim, remedy or other right related to any of the foregoing.


 


“Affiliate”
of a Person means (i) any Person directly, or indirectly through one or more intermediaries, controlling, controlled by or under
common control with such Person or (ii) any director, partner, member, officer, manager, agent employee or relative of such Person.
For the purposes of this definition “control” (including with correlative meanings, the terms “controlling,”
“controlled by,” and “under common control with”) as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership
or voting securities, by contract or otherwise.


 




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“Agreement”
has the meaning set forth in the Preamble.


 


“Antenna
Structure Registrations” means all registrations of antenna structures issued by the FCC to Seller relating to the operation
of the Stations listed on Schedule 1.1(a).


 


“APA Deposit
Escrow” means that certain Three Million Five Hundred Thousand Dollar ($3,500,000) payment to the Deposit Escrow
Agent to hold in escrow pursuant to the terms of the Deposit Escrow Agreement.


 


“Assets”
means all of the assets of Seller used, directly or indirectly, useful or held for use in the operation of the business of the
Stations (excluding only the Excluded Assets), which assets include Seller’s right, title and interest to the following:


 


(a)          the
FCC Licenses (including any pending applications therefor or renewals thereof) related to the Stations, including those listed
on Schedule 1.1(a) and the Antenna Structure Registrations;


 


(b)          the
Licenses (including any pending applications therefor or renewals thereof) of Seller (other than the FCC Licenses) related, directly
or indirectly, to the Stations, the operations of the Stations or the other Assets, including those listed on Schedule 1.1(b);


 


(c)          all
the Stations’ equipment (including computers and office equipment), transmitting towers, transmitters, supplies, vehicles,
furniture, fixtures and leasehold improvements, improvements on land being acquired by Buyer pursuant to Section 1.1, and all other
tangible personal property, wherever located, in each case that is owned by Seller and used exclusively in the operation of the
Stations, including, but not limited to, the items listed on Schedule 1.1(b);


 


(d)          all
Owned Real Property;


 


(e)          all
Station Intellectual Property, excluding rights under Programming Agreements;


 


(f)          all
rights of Seller under leases, commitments and other agreements affecting the business and operations of the Stations or the Assets,
including (i) all commitments and other agreements relating to the acquisition of programming rights for the Stations, including
rights to the film and videotape prints of motion pictures and television programs, with respect to programming currently being
broadcast or currently scheduled to be broadcast by the Stations (“Programming Agreements”), (ii) all commitments
and other agreements relating to the sale of broadcast and advertising time on the Stations, (iii) all network affiliation agreements
related to the Stations, (iv) the leases, commitments and other agreements listed on Schedules 4.20(a)(i) through 4.20(a)(xiii),
(v) any other leases, commitments and other agreements relating exclusively to the business and operations of the Stations or the
Assets that are entered into consistent with the provisions of Section 6.2 between the date of this Agreement and the Closing Date
and (vi) any other outstanding offers or solicitations made by or to Seller to enter into any lease, commitment or agreement affecting
the Stations or the Assets;


 




    	 	55	 



     


    

 


(g)          all
of Seller’s rights in connection with any “barter” transactions and “trade” agreements affecting
to the Stations;


 


(h)          all
of Seller’s rights under manufacturers’ and vendors’ warranties to the extent relating to items included in the
Assets and all similar rights against third parties relating to items included in the Assets;


 


(i)          all
files, logs and business records of every kind to the extent relating to the operations of the Stations and owned by Seller, including,
but not limited to, programming information and studies, technical information and engineering data, news and advertising studies
or consulting reports, sales correspondence, lists of advertisers, promotional materials, credit and sales records, and copies
of personnel files for Transferred Employees;


 


(j)          all
Seller’s Contracts relating to or affecting the operations of the Stations or the Assets, and all outstanding offers or solicitations
made by or to Seller to enter into any Contract affecting the Stations or the Assets;


 


(k)          all
Seller’s insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities
prior to the Effective Time, unless expended in accordance with this Agreement;


 


(l)          all
claims of Seller against third parties relating to the Assets, whether choate or inchoate, known or unknown, contingent or non-contingent;
and


 


(m)          all
rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are
not otherwise Excluded Assets;


 


“Assignment
and Assumption Instrument” has the meaning set forth in Section 8.1(d).


 


“Assignment
Application” has the meaning set forth in Section 6.1(a).


 


“Assumed
Liabilities” means (1) all of the Contract Liabilities to the extent such liabilities arise on or after the Effective
Time, (2) those obligations and Liabilities relating to Transferred Employees to the extent provided for in Section 6.8, and (3)
any Liabilities exclusively relating to the Stations or to the Assets that arise with respect to events occurring after the Effective
Time (including, by way of example and not limitation, any Environmental Matter) and that relate to the period from or after the
Effective Time.


 


“Base Purchase
Price” has the meaning set forth in Section 2.1.


 




    	 	56	 



     


    

 


“Business
Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to
be closed (or actually closed) in New York City.


 


“Buyer”
has the meaning set forth in the preamble above.


 


“Buyer
Indemnified Party” has the meaning set forth in Section 9.2(a).


 


“Buyer
Other Agreements” has the meaning set forth in Section 5.2.


 


“Buyer’s
401(k) Plan” has the meaning set forth in Section 6.8(e).


 


“Cable
Act” shall mean the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, as amended.


 


“Claimant”
has the meaning set forth in Section 9.2(c)(i).


 


“Closing”
has the meaning set forth in Section 3.1.


 


“Closing
Date” means the date that is ten (10) days after all conditions set forth in Section 7.1(c) have been satisfied or such
date as the parties may mutually agree.


 


“COBRA”
means the provisions of Code section 4980B and Part 6 of Subtitle B of Title I of ERISA.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.


 


“Commitment
Letter” has the meaning set forth in Section 5.7.


 


“Commonly
Controlled Entity” means any entity which is under common control with the Seller within the meaning of Code section
414(b), (c), (m), or (o).


 


“Communications
Laws” has the meaning set forth in Section 4.16.


 


“Computer
Software” means all computer programs, materials, tapes, source code and object code, Databases and compilations, including
data and collections of data, whether machine-readable or otherwise and all prior and proposed versions, releases, modifications,
updates, upgrades and enhancements thereto, as well as all documentation and listings related thereto.


 


“Consent”
or “FCC Consent” has the meaning set forth in Section 6.1.


 


“Consolidated
Statements” has the meaning set forth in the definition of “Financial Statements.”


 


“Contract”
means any written or oral contract, agreement, understanding, lease, usufruct, license, plan, instrument, commitment, restriction,
arrangement, obligation, undertaking, practice or authorization of any kind or character or other document to which any Person
is a party or that is binding on any Person or its securities, assets or business.


 




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“Contract
Liabilities” means all of the obligations and Liabilities of Seller with respect to the operation of the Stations to
the extent arising as of or after the Effective Time under the Contracts that constitute assets being sold and assigned to Buyer
pursuant to Section 1.1.


 


“Databases”
means databases in all forms, versions and media, together with prior and proposed updates, modifications and enhancements thereto,
as well as all documentation and listings therefor.


 


“DBS”
means direct-broadcast satellite.


 


“Default”
means (1) a breach of, default under, or misrepresentation in or with respect to any Contract or License, (2) the occurrence of
an event that with the passage of time or the giving of notice or both would constitute a breach of, default under, or misrepresentation
in any Contract or License, or (3) the occurrence of an event that with or without the passage of time or the giving of notice
or both would give rise to a right to terminate, change the terms of or renegotiate any Contract or License or to accelerate, increase,
or impose any Liability under any Contract or License.


 


“Defect
Notice” has the meaning set forth in Section 6.16.


 


“Defects”
has the meaning set forth in Section 6.16.


 


“Deposit
Escrow Agreement” means that certain escrow agreement entered into as of the date of this Agreement by and among the
Escrow Agent, Seller and Buyer with respect to the APA Deposit Escrow.


 


“Dispute
Notice” has the meaning set forth in Section 13.9(c).


 


“Disputes”
has the meaning set forth in Section 13.9(a).


 


“Effective
Time” has the meaning set forth in Section 3.1.


 


“Employee
Benefit Plan” means any employment, bonus, incentive compensation, deferred compensation, pension, profit sharing, retirement,
stock purchase, stock option, stock ownership, stock appreciation rights, phantom stock, equity (or equity-based), leave of absence,
layoff, vacation, day or dependent care, legal services, fringe benefit, cafeteria, life, health, medical, accident, disability,
workmen's compensation or other insurance, severance, separation, termination, change of control or other benefit plan, agreement
(including any collective bargaining agreement), practice, policy or arrangement, whether written or oral, and whether or not subject
to ERISA (including, without limitation, any “employee benefit plan” within the meaning of Section 3(3) of ERISA),
which Seller or any ERISA Affiliate sponsors, maintains, has any obligation to contribute to, has Liability under or to which it
is otherwise a party and which covers or otherwise provides benefits to any employees or former employees of the Seller who provide
or provided services relating to the operation of the Stations (or their dependents and beneficiaries).


 




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“Environmental
Laws” means all Laws relating to pollution or protection of human health or the environment (including ambient air, surface
water, ground water, land surface or subsurface strata), including without limitation, the Comprehensive Environmental Response
Compensation and Liability Act, as amended, 42 U.S.C. 9601 et seq. (“CERCLA”), the Resource Conservation and
Recovery Act, as amended, 42 U.S.C. 6901 et seq. (“RCRA”), and other Laws relating to emissions, discharges,
releases or threatened releases of any Hazardous Substance, or otherwise relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of any Hazardous Substance.


 


“Environmental
Matter” means any matter or circumstances related in any manner whatsoever to (i) the emission, discharge, disposal,
release or threatened release of any Hazardous Substance into the environment from or onto the Owned Real Property, or (ii) the
transportation, treatment, storage, recycling or other handling of any Hazardous Substance or (iii) the placement of structures
or materials into waters of the United States, or (iv) the presence of any Hazardous Substance, including but not limited to asbestos,
in any building, structure or workplace on the Real Property or otherwise on, in or under any of the Owned Real Property.


 


“ERISA”
means Employee Retirement Income Security Act of 1974, as amended.


 


“ERISA
Affiliate” means any trade or business, whether or not incorporated, that together with the Person or any of its subsidiaries
would be deemed a “single employer” within the meaning of Section 414 of the Code.


 


“Escrow
Agent” means First Business Trust and Investments.


 


“Estimated
Purchase Price Adjustment Statement” has the meaning set forth in Section 2.3(a).


 


“Event
of Loss” has the meaning set forth in Section 11.


 


“Excluded
Assets” means all of the following assets and properties of Seller:


 


(a)          Accounts
Receivable;


 


(b)          all
cash and cash equivalents;


 


(c)          Seller’s
corporate records; payroll records, personnel files and Forms W-2 (including, by way of example and not limitation, payroll records,
personnel files and Forms W-2 for or regarding Transferred Employees), and other books and records that relate to internal corporate
matters of Seller, and all original Tax returns of Seller, and duplicate copies of any records as are necessary or desirable to
enable Seller to prepare and file Tax returns and reports and financial statements deemed necessary or desirable by Seller; and


 




    	 	59	 



     


    

 


(d)          Seller’s
Employee Benefit Plans, and any assets thereof;


 


(e)          current
portion of Seller’s deferred taxes;


 


(f)          Seller’s
prepaid business (including, liability, business interruption and the like), group and other insurance policies, premiums and recoveries;


 


(g)          assets
of Seller and its Affiliates not used in the operation of the Stations;


 


(h)          all
rights and claims of Seller to the extent relating to any other Excluded Asset or any Retained Liability or any obligation of Buyer
to indemnify Seller, including all guarantees, warranties, indemnities and similar rights in favor of Seller in respect of any
other Excluded Asset or Retained Liability;


 


(i)          all
assets disposed of between the date of this Agreement and the Closing Date permitted by and in accordance with Section 6.2 of this
Agreement; and


 


(j)          those
assets listed on Schedule 12(A).


 


“FCC”
means the United States Federal Communications Commission or any successor thereto or replacement therefore.


 


“FCC Licenses”
means all licenses, permits and authorizations issued to Seller by the FCC relating to the operation of any of the Stations, or
any pending applications, including those listed on Schedule 1.1(a) and any renewals or modifications thereof between the
date hereof and Closing.


 


“Final
Order” has the meaning set forth in Section 7.1.


 


“Final
Purchase Price Adjustment” has the meaning set forth in Section 2.3(e).


 


“Final
Purchase Price Adjustment Statement” has the meaning set forth in Section 2.3(c).


 


“Financial
Statements” means (a) the unaudited balance sheet and related statements of operations of the Stations for the fiscal
years ended December 2014, December 2015, and December 2016, (b) the consolidated audited balance sheet and related statements
of operations of Saga Communications, Inc. and its subsidiaries for the fiscal years ended December 2014, December 2015, and December
2016 (the “Consolidated Statements”), and (c) the unaudited balance sheets and related statement of operations
of the Stations as of March 31, 2017, and the related statements of operations for the year and three-month period then ended (such
Financial Statements described in subsection (c) of this definition sometimes referred to herein as the “Interim Financial
Statements”).


 


“Financing”
has the meaning set forth in Section 5.7.


 




    	 	60	 



     


    

 


“Financing
Failure” has the meaning set forth in 10.1(g).


 


“Financing
Sources” has the meaning set forth in Section 6.20(e).


 


“Financing
Termination Notice” has the meaning set forth in Section 6.20(b).


 


“Fundamental
Representations” has the meaning set forth in Section 9.1.


 


“GAAP”
means generally accepted accounting principles consistently applied in the United States of America.


 


“Governmental
Authority” means any federal, state, county, local, foreign or other governmental or public agency, instrumentality,
commission, authority, board or body of competent jurisdiction.


 


“Guarantor”
has the meaning set forth in the preamble above.


 


“Hazardous
Substance” means any hazardous or toxic substance, material, or waste (as those terms are defined by any applicable Environmental
Laws), including petroleum, petroleum products, oil, hydrocarbon, radioactive matter or any other pollutants, contaminants or regulated
materials.


 


“Improvements”
means all buildings, structures, fixtures and other improvements included in the Owned Real Property.


 


“Indemnifying
Party” has the meaning set forth in Section 9.2(c)(i).


 


“Independent
Accountants” has the meaning set forth in Section 2.3(d).


 


“Intellectual
Property” means the following and rights with respect to the following: (i) patents and pending patent applications,
together with any and all continuations, divisions, reissues, extensions and renewals thereof, (ii) trade secrets, know-how, inventions,
formulae and processes, whether trade secrets or not, (iii) trade names, trademarks, service marks, logos, jingles, slogans, assumed
names, brand names and all registrations and applications therefor together with the goodwill of the business symbolized thereby,
(iv) copyrights and any registrations and applications therefor, (v) Computer Software, and (vi) internet domain names and internet
web site addresses and all related web site content.


 


“Interim
Balance Sheet” means the interim balance sheet of Seller as of March 31, 2017 included in the Interim Financial Statements.


 


“Interim
Balance Sheet Date” means the date of the Interim Balance Sheet.


 


“Interim
Financial Statements” has the meaning set forth in the definition of “Financial Statements”.


 




    	 	61	 



     


    

 


“IRS”
means the Internal Revenue Service of the United States of America.


 


“KFJX”
has the meaning set forth in the Background.


 


“Knowledge”
(or any variation of the word “Know”) means, (i) with respect to Seller and any Seller entities, the actual
knowledge, without inquiry, of Edward K. Christian, Samuel D. Bush, Warren S. Lada, Danny Thomas and Jeff Pryor and, (ii) with
respect to Buyer, the actual knowledge, without inquiry, of Elizabeth M. Burns, Brian Burns and Glenn Krieg.


 


“KVCT”
has the meaning set forth in Section 7.1(m).


 


“Law”
means any code, law, order, ordinance, regulation, rule, or statute of any Governmental Authority.


 


“Leased
Personal Property” means all Personal Property that is not owned by Seller that Seller either uses or has the right to
use.


 


“Lender”
has the meaning set forth in Section 5.7.


 


“Liability”
means any direct or indirect, primary or secondary, liability, indebtedness, obligation, penalty, expense (including costs of investigation,
collection and defense), claim, deficiency, guaranty or endorsement of or by any Person (other than endorsements of notes, bills
and checks presented to banks for collection or deposit in the ordinary course of business) of any type, whether accrued, absolute,
contingent, liquidated, unliquidated, matured, unmatured or otherwise.


 


“License”
means any license, franchise, notice, permit, easement, right, certificate, authorization, approval or filing issued by a Governmental
Authority to which any Person is a party or that is or may be binding on any Person or its securities, property or business.


 


“Lien”
means any mortgage, lien, security interest, pledge, hypothecation, encumbrance, restriction, reservation, encroachment, infringement,
easement, conditional sale agreement, title retention or other security arrangement, defect of title, adverse right or interest,
charge or claim of any nature whatsoever of, on, or with respect to any property or property interest.


 


“Litigation”
means any action, administrative or other proceeding, arbitration, cause of action, claim, complaint, criminal prosecution, inquiry,
hearing, investigation (governmental or otherwise), notice (written or oral) by any Person alleging potential Liability or requesting
information relating to or affecting the business of the Stations, the Assets (including Contracts relating to the Stations), or
the transactions contemplated by this Agreement.


 


“Loss”
means any and all direct or indirect demands, claims, payments, obligations, recoveries, deficiencies, fines, penalties, interest,
assessments, actions, causes of action, suits, losses, damages, liabilities, costs or expenses (including (i) penalties and reasonable
attorneys’ fees and expenses and (iii) consultant’s fees and other costs of defense or investigation).


 




    	 	62	 



     


    

 


“Material”
or “Materially” shall be determined in light of the facts and circumstances of the matter in question; provided,
however, that any specific monetary amount cited in this Agreement shall be deemed to determine materiality in that instance.


 


“Material
Adverse Change” or “Material Adverse Effect” means with respect to Seller any Material adverse change
in or effect on (i) the business, operations, assets, Liabilities, condition (financial or otherwise), results of operations of
the Stations, or (ii) the ability of Seller to consummate the transactions contemplated by this Agreement or any of the Seller
Other Agreements to which Seller is or will be a party, or (iii) the ability of Seller to perform any of its obligations under
this Agreement or any of the Seller Other Agreements to which it is or will be a party, if such change or effect impairs the ability
of such Seller to perform its obligations hereunder or thereunder, taken as a whole, except in any case (i) through (iii), for
any such changes or effects resulting directly or indirectly from (A) the transactions contemplated by this Agreement or the taking
of any action contemplated by or required by this Agreement, (B) the announcement or other permitted disclosure of the transactions
contemplated by this Agreement, (C) any federal or state governmental actions, including, without limitation, proposed or enacted
legislation or other regulatory changes affecting the industry as a whole, as long as such changes do not have a substantially
disproportionate effect on the Stations or the Assets, (D) matters generally applicable to the television broadcasting industry,
or changes in general economic conditions nationally (including, without limitation, financial and capital markets) so long as
such conditions do not have a substantially disproportionate effect on the Stations or the Assets, (E) actions taken by Buyer or
its Affiliates or (F) global, national or regional political conditions, including hostilities, military actions, political instability,
acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability,
acts of terrorism or war existing or underway as of the date hereof.


 


“Material
Advertisers” has the meaning set forth in Section 4.20(f).


 


“Material
Business Contracts” has the meaning set forth in Section 4.20(d).


 


“Multiemployer
Plan” means a “multiemployer plan” (as defined in Section 3(37) of ERISA) to which a Person or any of its
ERISA Affiliates is or has been obligated to contribute or otherwise may have any liability.


 


“Non-Disclosure
Agreement” has the meaning set forth in Section 6.5(b).


 


“Obligations”
has the meaning set forth in Section 6.23.


 


“Options”
has the meaning set forth in Section 1.4.


 


“Option
Assignee” has the meaning set forth in Section 1.4.


 


“Order”
means any decree, injunction, judgment, order, ruling, writ, quasi-judicial decision or award or administrative decision or award
of any federal, state, local, foreign or other court, arbitrator, mediator, tribunal, administrative agency or Governmental Authority
to which any Person is a party or that is or may be binding on any Person or its securities, assets or business.


 




    	 	63	 



     


    

 


“Other
Agreements” has the meaning set forth in Section 5.2.


 


“Outside
Termination Date” has the meaning set forth in Section 3.2.


 


“Owned
Real Property” means the parcels of land described on Schedule 4.10(a), together with all buildings, structures,
Improvements, fixtures, easements and other rights and interests appurtenant thereto.


 


“Permitted
Lien” means (i) liens for Taxes not yet due and payable; (ii) inchoate statutory liens that were created in the ordinary
course of business and which will be discharged prior to Closing; (iii) restrictions imposed by Governmental Authorities under
applicable Law; (iv) zoning, building or similar restrictions relating to or affecting property; (v) those liens that exist as
of the date of this Agreement that secure amounts owed by Seller to its creditors for indebtedness for borrowed money that are
to be discharged and released simultaneously with the Closing or for which arrangements therefor have been made as of Closing or
for which the relevant creditors have agreed in writing to authorize Seller or Buyer to arrange for their release simultaneously
with the Closing or for which arrangements therefor have been made as of Closing; (vi) easements, rights-of-way, covenants, conditions,
restrictions, reservations, agreements, notifications, oil & gas leases, mineral rights, water rights and other matters of
record affecting title to Owned Real Property; (vii) exceptions to title set forth in the Title Commitments to which Buyer does
not object or to which objection was made by Buyer but waived as provided herein; (viii) any matters which an accurate survey or
inspection of the Owned Real Property would disclose, including matters set forth on the Surveys (if any) to which Buyer does not
object or to which objection was made by Buyer but waived as provided herein; (ix) the rights of the public and of any governmental
unit in any part of the Owned Real Property taken, used or deeded for street, road, highway, wetland, utility or drainage purposes;
(x) any Liens or other matters arising from Buyer’s inspections of the Owned Real Property; and (xi) statutory liens that
were created in the ordinary course of business and that secure only amounts or obligations that are not due and payable as of
the date in question.


 


“Permitted
Updates” has the meaning set forth in Section 6.11.


 


“Person”
means a natural person or any legal, commercial or governmental entity, such as, but not limited to, a corporation, general partnership,
joint venture, limited partnership, limited liability company, trust, business association or any person acting in a representative
capacity.


 


“Personal
Property” means collectively all of the personal property or interests therein owned, leased, used or controlled by Seller
and used in the operation of the Stations or the Assets including machinery, tools, equipment (including office equipment and supplies),
furniture, furnishings, fixtures, vehicles, leasehold improvements and all other tangible personal property.


 


“Programming
Agreement” has the meaning set forth in the definition of “Assets.”


 




    	 	64	 



     


    

 


“Prohibited
Transaction” means a transaction that is prohibited under Section 406 of ERISA (and not exempt under Section 408 of ERISA
or the regulations thereunder) or Section 4975 of the Code (and not exempt under Section 4975(d) of the Code or the regulations
thereunder).


 


“Purchase
Price” has the meaning set forth in Section 2.1.


 


“Record”
means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable
in perceivable form.


 


“Registered
Station Intellectual Property” means the Station Intellectual Property that has been registered with, or for which an
application for registration has been submitted to, the United States Patent and Trademark Office (or any corresponding state agency),
the United States Copyright Office or any domain name registrar.


 


“Related
Party” means any of the following: (a) each individual who is, or who has in the past two (2) years been, an officer
of the Seller; (b) any spouse, parent, child or sibling of each of the individuals referred to in clause “(a)” above;
and (c) any Person (other than the Seller) in which any one of the individuals referred to in clauses "(a)" and "(b)"
above holds (or in which more than one of such individuals collectively hold), beneficially or otherwise, a controlling interest
or a voting or equity interest material to such Person.


 


“Related
Transactions” has the meaning set forth in Section 7.1(m).


 


“Renewal
Application” has the meaning set forth in Section 6.1(b).


 


“Representatives”
with respect to any Person means the Affiliates of such Person and the members, shareholders, directors, managers, officers, principals,
employees, agents, advisors and other representatives of such Person and its Affiliates.


 


“Retained
Liabilities” means any and all Liabilities of Seller that are not an Assumed Liability, including the following:


 


(a)          any
Liabilities for any Taxes of Seller;


 


(b)          any
Liabilities relating to current or former assets of Seller not being acquired by Buyer pursuant to this Agreement, including the
Excluded Assets;


 


(c)          except
as provided in Section 6.6, any Contract of Seller not validly assigned to Buyer;


 


(d)          any
Liability incurred by Seller as a result of any Default by Seller under any provision of this Agreement or the Seller Other Agreements
or any Default in existence prior to the Closing under any Contract that is part of the Assets;


 




    	 	65	 



     


    

 


(e)          except
as provided in Section 6.8, any Liability of Seller to pay bonuses or other compensation to employees of Seller on account of the
transactions contemplated by this Agreement;


 


(f)          any
Undisclosed Liability;


 


(g)          except
as provided in Section 6.8, any Liability of Seller or an Affiliate of Seller, of any nature whatsoever, to any current or former
officer, director, manager, employee, member, shareholder, partner of Seller or such Affiliate of Seller;


 


(h)          except
for the Assumed Liabilities, any Liability of Seller (including any Liability relating to any Litigation) relating to, based upon,
or arising out of (A) the conduct of the business of the Stations or the ownership of the Assets prior to the Closing Date or (B)
any act, omission, transaction, circumstance, sale of goods or services, state of facts or other condition which occurred or existed
prior to the Closing Date, whether or not then known, due or payable and whether or not disclosed, in this Agreement or the Seller
Other Agreements, to the extent related to the period prior to the Closing Date;


 


(i)          any
Liability that Buyer may incur in connection with any Litigation brought against Buyer under the Worker Adjustment and Retraining
Notification Act or any similar Law that relates to actions taken by Seller with regard to any employees or any site employment;


 


(j)          any
of the events, circumstances, or conditions described in Schedule 4.17, or any Liability arising from any Environmental
Matter occurring prior to the Effective Time;


 


(k)          except
as provided in Section 6.8, any Liability of Seller under or relating to any Employee Benefit Plan;


 


(l)          any
claim by any broker, finder or other Person employed or allegedly employed by Seller in connection with the transactions contemplated
by this Agreement; or


 


(m)          any
Liability related to an Excluded Asset.


 


“Retransmission
Agreements” has the meaning set forth in Section 4.20(a)(xii).


 


“Seller”
has the meaning set forth in the preamble above.


 


“Seller
Employee Benefit Plan” means each Employee Benefit Plan that Seller maintains or contributes to on behalf of its employees.


 


“Seller
Indemnified Party” has the meaning set forth in Section 9.2(b).


 


“Seller
Other Agreements” has the meaning set forth in Section 4.2.


 




    	 	66	 



     


    

 


“Seller's
401(k) Plan” has the meaning set forth in Section 6.8(e).


 


“Station”
has the meaning set forth in the Background.


 


“Station
Employee” has the meaning set forth in Section 4.21.


 


“Station
Intellectual Property” means the Intellectual Property owned, licensed or used by or on behalf of Seller solely in connection
with the operation of the Stations (excluding any Intellectual Property included in the Surtsey Assets).


 


“STELAR”
has the meaning set forth in Section 6.2(k).


 


“Surtsey”
has the meaning set forth in the Background.


 


“Surtsey
APA” has the meaning set forth in Section 1.4.


 


“Surtsey
Assets” has the meaning set forth in the Background.


 


“Surtsey
Termination” has the meaning set forth in Section 1.4.


 


“Surveys”
has the meaning set forth in Section 6.16.


 


“Tax”
or “Taxes” federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance,
stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social
security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto,
whether disputed or not.


 


“Tax Clearance
Certificate” means a tax clearance letter from the Delaware Department of Revenue stating that no sales taxes are due
or that any such liabilities have been paid, in each case, to the State of Delaware.


 


“Tax Returns”
means all returns, reports, filings, declarations and statements relating to Taxes that are required to be filed, recorded, or
deposited with any Governmental Authority, including any attachment thereto or amendment thereof.


 


“Third
Party” or “Third Parties” means any Person that is not Buyer, Seller or an Affiliate of Buyer or Seller.


 


“Third
Party Claim” has the meaning set forth in Section 9.2(c).


 


“Title
Commitments” has the meaning set forth in Section 6.16.


 


“Title
Company” has the meaning set forth in Section 6.16.


 


“Transferred
Employees” has the meaning set forth in Section 6.8(a).


 




    	 	67	 



     


    

 


“Treasury
Regulations” means the final temporary regulations promulgated under the Code by the United States Department of the
Treasury, as amended and in effect from time to time.


 


“Undisclosed
Liabilities” means any Liability related to the Stations as of the date of determination that is not appropriately reflected
or reserved against in the Financial Statements or disclosed in a Schedule, including any liabilities or obligations of any kind
or nature, whether known or unknown, absolute or contingent, accrued or unaccrued.


 


“WARN Act”
has the meaning set forth in Section 4.21(f).


 


13.         Miscellaneous.


 


13.1        Notices.
Any notice or other communication under this Agreement shall be in writing and shall be considered given (i) when delivered personally,
the date of receipt when mailed by registered mail, return receipt requested, (iii) the date of delivery when sent by a nationally
recognized overnight courier service or (iv) the date of transmission when delivered by electronic transmission (such as fax or
email), in each case, between the hours of 9:00 AM and 5:00 PM EST (or EDT as applicable) (any delivery after 5:00 PM EST (or EDT
as applicable) will be considered delivered the next day) to the parties at the addresses set forth below (or at such other address
as a party may specify by notice to the other):


 


If to Buyer:


 


Brian Burns, Vice President/Chief Operating Officer


Evening Telegram Company d/b/a Morgan Murphy Media


7025 Raymond Road


Madison, WI 53719


Email: brian@embtv.com


 


and with a copy (which will not constitute
notice) to:


 


Richard Burns, Esq.


VP of Business Affairs and General Counsel


6227 E. Villa Cassandra Way


Cave Creek, AZ 85331


Facsimile: 480-488-7443


Email: richard@embtv.com


 


and


 


Jonathan E. Allen, Esq.


Rini O’Neil, PC


1200 New Hampshire Avenue, NW


Suite 600


Washington, DC 20036


Phone: 202-955-3933


Email: jallen@telecommediatechlaw.com


 




    	 	68	 



     


    

 


If to Seller or Guarantor:


 


Saga Quad States Communications, LLC


c/o Saga Communications, Inc.


73 Kercheval Avenue, Suite 201


Grosse Pointe Farms, Michigan 48236


Attention: Samuel D. Bush


Fax: (313) 886-7150


Phone: (313) 886-7070


Email: sbush@sagacom.com


 


and with a copy (which will not constitute
notice) to:


 


Smithwick & Belenduik, P.C.


5028 Wisconsin Avenue, NW


Suite 301


Washington, D.C. 20016


Attn: Gary S. Smithwick, Esq.


Fax: (202) 363-4266


Phone: (202) 363-4560


E-mail: gsmithwick@fccworld.com


 


and


 


Bodman PLC


201 W. Big Beaver Road, Suite 500


Troy, Michigan 48084


Attn: David C. Stone, Esq.


Phone: (248) 743-6045


Fax: (248) 743-6002


E-mail: dstone@bodmanlaw.com


 


13.2        Entire
Agreement. This Agreement and the Other Agreements (including the Non-Disclosure Agreement), including the Schedules and Exhibits
thereto, contains a complete statement of all the arrangements between the parties with respect to its subject matter, supersedes
any previous agreement between them relating to that subject matter, and cannot be changed or terminated orally. No amendment,
supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be
bound thereby and no amendment, modification or waiver to this Section 13.2 or Sections 6.20(e), 13.4 and 13.8 or any other amendment
that is adverse to any Financing Source shall be made without the consent of such Financing Source.


 




    	 	69	 



     


    

 


13.3        Headings.
The Section headings of this Agreement are for reference purposes only and are to be given no effect in the construction or interpretation
of this Agreement.


 


13.4        Governing
Law. Except as set forth in Section 6.20(e), this Agreement shall be governed by and construed in accordance with the law of
the State of Delaware, without regard to its principles of conflict of law to the extent they would result in the application of
the laws of another jurisdiction.


 


13.5        Separability.
If any provision of this Agreement is invalid or unenforceable, the balance of this Agreement shall remain in effect.


 


13.6        Assignment.
No party may assign this Agreement or any of its rights, interests or obligations or delegate any of its duties under this Agreement
without the consent of the other; provided, however, that, without the consent of Seller, Buyer may (i) assign this Agreement,
in whole or in part to any direct or indirect wholly-owned subsidiary of Buyer or to any Affiliate of so long as such Affiliate
is sufficiently related to Buyer so than an assignment from Buyer to such Affiliate can appropriately be requested through FCC
Form 316 or any successor form, (ii) collaterally assign all or any portion of its rights under this Agreement to its lender or
lenders, equity sponsor or sponsors or other financing source or sources in connection with obtaining any financing (or any refinancing
thereof), and (iii) after the Closing, to any purchaser(s) of all or substantially all of the Assets from Buyer; provided, however,
that in any case (i), (ii) or (iii) such assignment does not terminate Buyer's indemnification obligations or Buyer's other obligations
and liabilities under this Agreement.


 


13.7        Publicity.
No party shall publish, issue or make any press release or make any other public announcement concerning this Agreement or the
transactions contemplated by this Agreement without the prior written consent of the other party, which shall not be withheld or
delayed unreasonably; provided, however, that (i) nothing contained in this Agreement shall prevent any party, after notification
to the other party to the extent legally permissible, from making any filings with Governmental Authorities, as required by applicable
Law (including securities Laws) and applicable stock exchange rules that, based on advice of legal counsel, may be required in
connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby and (ii)
Seller shall be permitted to publish and broadcast public notices concerning the filing of the Assignment Application in accordance
with the requirements of Section 73.3580 of the FCC’s rules.


 




    	 	70	 



     


    

 


13.8        Jurisdiction.
Except as set forth in Section 6.20(e), the courts of the State of Delaware in New Castle County and the United States District
Court for the District of Delaware shall have jurisdiction over the parties with respect to any dispute or controversy between
them arising under or in connection with this Agreement and, by execution and delivery of this Agreement, each of the parties to
this Agreement submits to the jurisdiction of those courts, including, but not limited to, the in personam and subject matter jurisdiction
of those courts, waives any objection to such jurisdiction on the grounds of venue or forum non conveniens, the absence of in personam
or subject matter jurisdiction and any similar grounds, consents to service of process by mail (in accordance with Section 13.1)
or any other manner permitted by Law, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this
Agreement. These consents to jurisdiction shall not be deemed to confer rights on any Person other than the parties to this Agreement.


 


13.9        Dispute
Resolution.


 


(a)          The
resolution of any and all disputes arising from or in connection with this Agreement, whether based on contract, tort, or otherwise
(collectively, “Disputes”), shall be exclusively governed by and settled in accordance with the provisions of
this Section 13.9; provided, however, that this Section 13.9 shall not preclude or delay any party from seeking injunctive relief
in a court of competent jurisdiction without complying with the following provisions of this Section 13.9.


 


(b)          The
parties hereto shall use all commercially reasonable efforts to settle all Disputes without resorting to mediation, arbitration
or otherwise.


 


(c)          The
party asserting a Dispute shall deliver to the other party a written notice setting forth the basis for the issue in detail, and
identifying the section of this Agreement (the “Dispute Notice”). Within ten (10) Business Days of receipt of
a Dispute Notice, the issue shall be elevated to a designated panel of four individuals, two representatives from Buyer and two
individuals from Seller, with all such individuals familiar with the Stations. The panel may be assisted by other advisors, including
accountants, attorneys, and employees, in its discussions and review. Such representatives shall be empowered and authorized to
bind their respective companies with respect to the matter in dispute, and to settle the issue on behalf of their respective companies.
These representatives shall for thirty (30) Business Days after receipt of the Dispute Notice, confer and in good faith make a
reasonable effort to resolve the issue.


 


(d)          In
the event that a Dispute remains unsettled after the procedures set forth in Section 13.9(c), a party hereto may commence proceedings
hereunder in any court specified in Section 13.8.


 


13.10      Waiver
of Jury Trial. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.
THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY
AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM
RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY
A JUDGE SITTING WITHOUT A JURY.


 




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13.11      Counterparts.
This Agreement may be executed in any number of counterparts, which together shall constitute one and the same instrument. Delivery
of a signature page hereto by facsimile transmission or other method of electronic transmission shall be as effective as delivery
of a manually executed counterpart hereof.


 


13.12      Rules
of Construction. Whenever the context requires, any pronoun shall include the corresponding masculine, feminine and neuter
forms. Where the context so requires or permits, the use of the singular form includes the plural, and the use of the plural form
includes the singular. The words “include,” “includes” and “including” shall be deemed to be
followed by the phrase “without limitation.” All references to “party” and “parties” shall
be deemed references to parties to this Agreement unless the context shall otherwise require. Except as specifically otherwise
provided in this Agreement, a reference to an Article, Annex, Section, Schedule or Exhibit is a reference to an Article, Annex,
Section, Schedule or Exhibit of this Agreement. The term “or” is used in its inclusive sense (“and/or”)
and, together with the terms “either” and “any” shall not be exclusive. When used in this Agreement, words
such as “herein,” “hereinafter,” “hereby,” “hereof,” “hereto,” “hereunder”
and words of similar import shall refer to this Agreement as a whole, including Annexes, Schedules and Exhibits hereto, and not
to any particular provision of this Agreement, unless the context clearly requires otherwise. Any reference to any federal, state,
local or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context
requires otherwise. All Schedules to this Agreement are incorporated by reference and made a part of this Agreement. Disclosure
of information included on any Schedule (or portion of any Schedule) shall be considered disclosures for all other Schedules (or
other portions of other Schedules) to the extent that it is reasonably apparent from the face of such disclosure that such disclosure
is applicable to such other Schedules (or other portions of Schedules). In addition, (a) the fact that any disclosure on any Schedule
is not required to be disclosed in order to render the applicable representation or warranty to which it relates true, or that
the absence of such disclosure on any Schedule would not constitute a breach of such representation or warranty, shall not be deemed
or construed to expand the scope of any representation or warranty hereunder or to establish a standard of disclosure in respect
of any representation or warranty and (b) disclosure of a particular matter on any Schedule shall not be construed to mean that
such matter is Material or would reasonably be expected to have a Material Adverse Effect.


 


13.13      No
Strict Construction. The language used in this Agreement shall be deemed to be the language chosen by the parties to express
their mutual intent. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed
as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any Person by virtue
of the authorship of any of the provisions of this Agreement.


 




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13.14      Seller’s
Accounts Receivable.


 


(a)          Seller
shall create, and Buyer will cooperate with respect thereto, as reasonably requested by Seller, and deliver to Buyer within ten
(10) Business Days after the Closing Date a complete and detailed statement of the Accounts Receivable, showing the name, amount
and age of each Account Receivable arising out of the operation of the Station prior to the Effective Time. For a period of six
(6) months after the Closing Date, Buyer will use commercially reasonable efforts to collect Seller’s Accounts Receivable,
except that Buyer will not be required to engage collection agencies or legal counsel or institute any action or proceeding to
collect the Accounts Receivable.


 


(b)          Buyer
will collect Seller’s Accounts Receivable for the account of Seller, and will remit to Seller on or before the tenth (10th)
day of each calendar month any funds received by Buyer from Seller’s Accounts Receivable during the previous calendar month,
together with a reasonably detailed accounting of Seller’s Accounts Receivable. Unless otherwise specified by an account
debtor, Buyer will apply all Accounts Receivable that Buyer collects first to any pre-Closing indebtedness of the account debtor,
and then to any post-Closing indebtedness of the account debtor.


 


(c)          Upon
the expiration of the six (6) month period after the Closing Date, Buyer will deliver to Seller copies of all Records relating
to Seller’s uncollected Accounts Receivable, and Seller may use commercially reasonable means to collect the Accounts Receivable.


 


13.15      Saturdays,
Sundays and Legal Holidays. If the time period by which any acts or payments required hereunder must be performed or paid expires
on a Saturday, Sunday or legal holiday, then such time period shall be automatically extended to the close of business on the next
regularly scheduled Business Day.


 


[SIGNATURES ON FOLLOWING PAGE]


 




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IN WITNESS WHEREOF, the undersigned have
caused this Agreement to be executed under seal as of the date first above written.


 


BUYER:


 


Evening Telegram Company d/b/a Morgan Murphy Media


 


	By:	/s/ Brian Burns	 
	Name:	Brian Burns	 
	Title:	Vice President/Chief Operating Officer	 


 


SELLER:


 


SAGA BROADCASTING, LLC


SAGA QUAD STATES COMMUNICATIONS, LLC


 


	By:	/s/ Samuel D. Bush	 
	Name:	Samuel D. Bush 	 
	Title:	Treasurer	 


 


Solely as to Section 6.23:


 


GUARANTOR:


 


SAGA COMMUNICATIONS, INC.


 


	By:	/s/ Samuel D. Bush	 
	Name:	Samuel D. Bush 	 
	Title:	Senior Vice President and Chief Financial Officer