Exhibit
        10.3

      


      WARRANT
        PURCHASE AGREEMENT

      


      THIS
        WARRANT PURCHASE AGREEMENT (the “Agreement”) is made as of the 24th day of June
        2008, by and between Equity Media Holdings Corporation, a Delaware corporation
        (“Company”), and Luken Communications, LLC, a Tennessee limited liability
        company (“Investor”).

      


      WITNESSETH:

      


      WHEREAS,
        the Company proposes to sell warrants (“Warrants”) to purchase up to an
        aggregate of 8,050,000 shares of the Company’s common stock, par value $0.0001
        per share (the “Common Shares”) in a private placement (the “Warrant Purchase”)
        to the Investor; 

      


      WHEREAS,
        the Company and the Investor are executing and delivering this Agreement
        in
        reliance upon the exemption from securities registration afforded by Section
        4(2) of the Securities Act of 1933, as amended (“Securities Act”), as
        promulgated under the Securities Act;

      


      WHEREAS,
        concurrently with the consummation of the Offering, the Investor and the
        Company
        and certain subsidiaries of the Company are entering into a stock purchase
        agreement (“RPSI Purchase Agreement”) by which the Investor is purchasing (the
“RPSI Purchase”) all of the outstanding shares common stock of Retro Programming
        Services, Inc., a subsidiary of the Company; and

      


      WHEREAS,
        concurrently with the consummation of the Offering, the Investor and certain
        subsidiaries of the Company are entering into a station purchase agreement
        (“Stations Purchase Agreement”) by which the Investor will acquire, upon receipt
        of necessary approvals, including those from the Federal Communications
        Commission, certain broadcast television stations (“Stations
        Purchase”).

      


      NOW
        THEREFORE, in consideration of the mutual covenants and agreements set forth
        in
        this Agreement, and for other good and valuable consideration, the receipt
        and
        sufficiency of which are hereby acknowledged, the parties do hereby agree
        as
        follows:

      


      1. Warrant
        Purchase.
        Subject
        to the terms and conditions of this Agreement, the Investor hereby purchases
        from the Company, and the Company hereby issues and sells to the Investor,
        8,050,000 Warrants for an aggregate purchase price of $1.5 million (“Purchase
        Price”). The form of Warrant is attached as Exhibit
        A
        hereto.
        Each Warrant is exercisable through September 7, 2009 for the purchase of
        one
        Common Share for $1.10.

      


      2. Closing.
        The
        Warrant Purchase is being consummated concurrently with the execution of
        this
        Agreement (“Closing”) at the offices of Graubard Miller, The Chrysler Building,
        405 Lexington Avenue, 19th
        Floor,
        New York, New York 10174 at 10:00 a.m., New York City time, on the date first
        written above. Accordingly, (a) certificates evidencing the Warrants are
        being
        delivered to the Investor by the Company, and (b) the Purchase Price is being
        paid and delivered by the Investor via wire transfer to the Company. The
        Company’s wiring instructions are set forth on Exhibit
        B
        hereto.



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      3. Representations,
        Warranties and Covenants of the Company.
        The
        Company hereby makes the following representations, warranties and covenants
        to
        the Investor as of the date hereof:

      


      3.1 Organization,
        Organizational Documents.
        

      


      (a) The
        Company is a corporation duly organized, validly existing, and in good standing
        under the laws of the State of Delaware, and has all requisite corporate
        power
        and authority to carry on its business as now conducted. The Company is duly
        qualified and is in good standing in each jurisdiction in which the failure
        to
        so qualify would not reasonably be expected to have, individually or in the
        aggregate, a material adverse effect on the business, assets, properties,
        rights
        and results of operations of the Company and its subsidiaries taken as a
        whole
        (“Material Adverse Effect”).

      


      (b) Complete
        and correct copies of the Amended and Restated Certificate of Incorporation
        and
        the By-laws of the Company, including all amendments thereto, each as in
        effect
        on the date hereof (collectively, the “Organizational Documents”) have
        previously been delivered to the Investor and Investor acknowledges receipt
        of
        same. No amendments, revisions or waivers of any provisions of any
        Organizational Documents are in the process of occurring or otherwise have
        been
        requested.

      


      3.2 Authorization.
        All
        corporate action on the part of the Company, its officers, directors, and
        shareholders necessary for the (a) authorization, execution, issuance and/or
        delivery of (i) this Agreement and (ii) the Warrants (this Agreement and
        the
        Warrants are hereinafter collectively referred to as the “Transaction
        Documents”) and (b) the performance of all obligations of the Company hereunder
        and thereunder has been taken. The Transaction Documents constitute valid
        and
        legally binding obligations of the Company, enforceable against the Company
        in
        accordance with their respective terms, except (1) as limited by applicable
        bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance,
        fraudulent transfer and other laws of general application affecting enforcement
        of creditors’ rights generally, (2) as limited by laws relating to the
        availability of specific performance, injunctive relief, or other equitable
        remedies, and (3) to the extent the indemnification and contribution provisions
        contained in the Transaction Documents may be limited by applicable federal
        or
        state laws. 

      


      3.3 No
        Conflict.
        The
        execution and delivery by the Company of this Agreement and the other
        Transaction Documents, its consummation of the transactions contemplated
        hereby
        and thereby, and its compliance with the provisions hereof and thereof, will
        not
        (i) violate or conflict with any of the Organizational Documents, (ii) violate,
        conflict with, result in a breach of, constitute a default under, or give
        rise
        to any right of termination, cancellation, or acceleration (with or without
        notice or lapse of time, or both) under any material agreement, lease, security,
        license, permit, or instrument to which the Company is a party, or to which
        it
        or its material assets or businesses are subject, (iii) result in the imposition
        of any Encumbrance (as hereinafter defined) on any material asset of the
        Company
        or (iv) violate or conflict with any Laws (as hereinafter defined) applicable
        to
        the Company or its properties or assets, except in each case for such
        violations, conflicts and Encumbrances which would not reasonably be expected
        to
        have, either individually or in the aggregate, a Material Adverse Effect.
        For
        purposes of this Agreement, “Encumbrance” means any security interest, mortgage,
        lien, pledge, charge, easement, reservation, equities, rights of way, options,
        rights of first refusal and any other encumbrances, whether or not relating
        to
        the extension of credit or the borrowing of money. For purposes of this
        Agreement, “Laws” means all laws, statutes, rules, regulations, ordinances,
        bylaws, writs, permits, orders and other legislative, administrative or judicial
        restrictions. 


      
        
          
          

        

        
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      3.4 Capitalization.
        The
        numbers of all authorized, issued and outstanding shares of capital stock
        of the
        Company are set forth on Schedule
        3.4
        hereto.
        No holder of the Company’s securities is entitled to preemptive or similar
        rights with respect to the Company’s securities. Except as disclosed in
Schedule
        3.4
        and as
        contemplated by the Transaction Documents, there are no (i) outstanding
        securities exercisable or convertible into securities of the Company, (ii)
        other
        outstanding options, warrants, script rights, calls, commitments or similar
        rights or obligations relating to the Company’s securities, (iii) any other
        agreements, contracts, commitments or understandings giving any person any
        right
        to subscribe for or acquire any of the Company’s securities, or (iv) any other
        agreements, contracts, commitments or understandings by which the Company
        is or
        may become bound to issue any of its securities.

      


      3.5 Valid
        Issuance of Warrants; Underlying Securities.

      


      (a) The
        Warrants, when issued, sold, and delivered in accordance with the terms of
        this
        Agreement, will be duly and validly issued, and, based in part upon the
        representations of the Investor in this Agreement, will be issued in compliance
        with all applicable federal and state securities laws. 

      


      (b) Upon
        issuance in accordance with the terms of the Common Shares underlying the
        Warrants (“Underlying Securities”) shall be duly and validly issued, fully paid
        and nonassessable, and issued in compliance with all applicable Laws, as
        presently in effect.

      


      3.6 Filings,
        Consents and Approvals.
        The
        Company is not required to obtain any consent, waiver, authorization or order
        of, give any notice to, or make any filing or registration with, any court
        or
        other federal, state, local or other governmental authority or other person
        in
        connection with the execution, delivery and performance by the Company of
        the
        Transaction Documents, other than (a) a Form D in accordance with Regulation
        D,
        (b) a Current Report on Form 8-K disclosing the sale of unregistered securities
        and any other event of which disclosure is required, (c) applicable Blue
        Sky
        filings, (d) the consent of the lenders under the Company’s existing credit
        facilities, which consent has been obtained and is in full force and effect
        as
        of the date hereof, and (e) where the failure to obtain such consent, waiver,
        authorization or order, or to give such notice or make such filing or
        registration would not reasonably be expected to have, either individually
        or in
        the aggregate, a Material Adverse Effect.

      


      3.7 Current
        in SEC Filings.
        The
        Company has filed, in a timely fashion with the Securities and Exchange
        Commission (the “SEC”), and is current with respect to such filings, all
        reports, information statements, forms, correspondences and schedules required
        to be filed by it pursuant to (i) Section 13 or Section 15(d) of the Securities
        Exchange Act of 1934, amended (“Exchange Act”), (ii) the applicable rules and
        regulations thereunder, and (iii) any comments requiring or requesting a
        response, directed to the Company by the SEC, and since April 1, 2007, has
        maintained full compliance with the current public information requirements
        of
        Rule 144 and Rule 144A promulgated under the Securities Act or any similar
        successor to such rule. 


      
        
          
          

        

        
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      4. Representations
        and Warranties of the Investor.
        The
        Investor hereby represents and warrants to the Company as of the date hereof
        that:

      


      4.1 Organization.
        The
        Investor is a limited liability company duly organized, validly existing,
        and in
        good standing under the laws of the State of Tennessee, and has all requisite
        corporate power and authority to carry on its business as now conducted.
        The
        Investor is duly qualified and is in good standing in each jurisdiction in
        which
        the failure to so qualify would not reasonably be expected to have, individually
        or in the aggregate, a material adverse effect on the business, assets,
        properties, rights and results of operations of the Investor taken as a whole
        (“Investor Material Adverse Effect”). 

      


      4.2 Authorization.
        All
        company action on the part of the Investor, its officers, directors, and
        members
        necessary for the authorization, execution, issuance and/or delivery of the
        Transaction Documents and the performance of all obligations of the Investor
        hereunder and thereunder has been taken. The Transaction Documents constitute
        valid and legally binding obligations of the Investor, enforceable against
        the
        Investor in accordance with their respective terms, except (1) as limited
        by
        applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
        conveyance, fraudulent transfer and other laws of general application affecting
        enforcement of creditors’ rights generally, (2) as limited by laws relating to
        the availability of specific performance, injunctive relief, or other equitable
        remedies, and (3) to the extent the indemnification and contribution provisions
        contained in the Transaction Documents may be limited by applicable federal
        or
        state laws. 

      


      4.3 No
        Conflict.
        The
        execution and delivery by the Investor of this Agreement and the other
        Transaction Documents, its consummation of the transactions contemplated
        hereby
        and thereby, and its compliance with the provisions hereof and thereof, will
        not
        (i) violate or conflict with any of the articles of organization or operating
        agreement or similar charter documents of the Investor, (ii) violate, conflict
        with, result in a breach of, constitute a default under, or give rise to
        any
        right of termination, cancellation, or acceleration (with or without notice
        or
        lapse of time, or both) under any material agreement, lease, security, license,
        permit, or instrument to which the Investor is a party, or to which it or
        its
        material assets or businesses are subject, (iii) result in the imposition
        of any
        Encumbrance on any material asset of the Investor or (iv) violate or conflict
        with any Laws applicable to the Investor or its properties or assets, except
        in
        each case for such violations, conflicts and Encumbrances which would not
        reasonably be expected to have, either individually or in the aggregate,
        an
        Investor Material Adverse Effect. 

      


      4.4 Certain
        Relationships.
        Other
        than Henry G. Luken, III, the manager of the Investor and formerly the chairman
        of the board and chief executive officer of the Company, no member, manager,
        officer, employee or affiliate of, or consultant to, the Investor is or has been
        a director, officer, or employee of, or consultant to the Company. Other
        than
        Mr. Luken, no member, manager, officer, employee or affiliate of the Investor
        has had any prior business dealings or relationships, including but not limited
        to, partnerships, co-investment relationships or employee-employer relationships
        with any of Robert Becker, Jon Oxendine or Michael Pierce, the three persons
        who
        comprised the Company’s special committee in connection with the RPSI Purchase,
        the Stations Purchase and this Warrant Purchase.


      
        
          
          

        

        
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      4.5 Purchase
        Entirely for Own Account.
        The
        Warrants and Underlying Securities will be acquired for investment for the
        Investor’s own account and not with a view to the resale or distribution of any
        part thereof.

      


      4.6 No
        Public Market.
        The
        Investor understands that no public market now exists for the Warrants and
        that
        the Company has made no assurances that a public market will ever exist for
        such
        securities. The Investor has substantial experience in evaluating and investing
        in private placement transactions of securities in companies in similar stages
        as the Company so that it is capable of evaluating the merits and risks of
        its
        investment in the Company and has the capacity to protect its own interests
        and
        bear the risk of the investment in the Company.

      


      4.7 Disclosure
        of Information.
        The
        Investor acknowledges that its manager, Henry Luken, in his prior role as
        Chairman of the Board, Chief Executive Officer and a member of the board
        of
        directors of the Company, has had access to all material information relating
        to
        the Company and its subsidiaries and their respective and combined operations,
        financial results and financial condition. In addition, the Investor has
        been
        given an opportunity to request and has received and reviewed any and all
        additional information it deems appropriate and necessary to make the investment
        contemplated by this Agreement. The Investor acknowledges that it has received
        all the information that it has requested relating to the purchase of the
        Warrants. The Investor further represents that it has had an opportunity
        to ask
        questions and receive answers from the management of the Company regarding
        the
        Company’s current operations, assets and financial results and terms and
        conditions of the Warrant Purchase.

      


      4.8 Accredited
        Investor.
        The
        Investor is an “accredited investor” within the meaning of Rule 501 of
        Regulation D under the Securities Act, as presently in effect, and such
        Investor, as an entity, is comprised entirely of equity owners that are
        accredited investors. 

      


      4.9 Restricted
        Securities.
        The
        Investor understands that the Warrants and Underlying Securities are
        characterized as “restricted securities” under the federal securities laws
        inasmuch as they are being acquired from the Company in a transaction not
        involving a public offering, and that under such laws and applicable regulations
        such securities may be resold without registration under the Securities Act,
        only in certain limited circumstances. In this connection, each Investor
        represents that it is familiar with Rule 144 under the Securities Act, as
        presently in effect, and understands the resale limitations imposed thereby
        and
        by the Securities Act.

      


      4.10 Legends.
        It is
        understood that the certificates evidencing the Warrants (and Underlying
        Securities) may bear the following (or substantially similar)
        legend:

      


      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE, AND THE SHARES OF COMMON STOCK
        UNDERLYING SUCH SECURITIES, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED (THE “ACT”), AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
        AS SET FORTH IN THIS CERTIFICATE. THE SECURITIES REPRESENTED HEREBY MAY NOT
        BE
        SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
        REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY
        ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE,
        TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE
        ACT.”


      
        
          
          

        

        
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      5. Certain
        Covenants and Obligations.

      


      5.1 Registration
        Rights.
        

      


      (a) As
        soon
        as practicable after the 180th
        day
        after the date hereof, the Company shall use commercially reasonable efforts
        to
        file a registration statement (on Form S-3 if eligible, or Form S-1 if not
        eligible) covering the resale of the Underlying Securities by the Investor
        and
        use its commercially reasonable efforts to (i) respond promptly to all SEC
        requests for information and filings and (ii) cause such registration statement
        to become effective as soon as possible. 

      


      (b) (b) The
        Company shall use commercially reasonable efforts to keep any registration
        statement which registers the Underlying Securities pursuant hereto effective
        and usable for resale of the Underlying Securities for a period ending on
        the
        first to occur of the following: (i) 120 days after the date on which the
        SEC
        declares such Registration Statement effective, (ii) the date by which all
        the
        Underlying Securities have been sold by the Investor and its members
        (collectively, the “Holders”), and (iii) the date that the Underlying Securities
        may be sold by the Holders pursuant to Rule 144 without any volume restrictions;
        provided, however, that the Company’s registration obligations pursuant to this
        Section 5 shall cease on the date that all of the Underlying Securities may
        be
        sold by the Holders pursuant to Rule 144 without any volume
        restrictions.

      


      (c) The
        Company will promptly notify the Holders, if after delivery of a prospectus
        to
        the Holders, that, in the judgment of the Company, it is advisable to suspend
        use of the prospectus delivered to the Holders due to pending material
        developments or other events that have not yet been publicly disclosed and
        as to
        which the Company believes public disclosure would be detrimental to the
        Company. Upon receipt of such notice, each such Holder will immediately
        discontinue any sales of Underlying Securities pursuant to such registration
        statement until such Holder has received copies of a supplemented or amended
        prospectus or until such Holder is advised in writing by the Company that
        the
        then current prospectus may be used and has received copies of any additional
        or
        supplemental filings that are incorporated or deemed incorporated by reference
        in such Prospectus (such time period being referred to as a “Black-Out Period”).


      


      (d) If
        and
        whenever the Company is required by the provisions of this Agreement to effect
        the registration of any Underlying Securities under the Securities Act, the
        Company will:


      
        
          
          

        

        
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      (i) As
        expeditiously as possible furnish to each Holder such reasonable numbers
        of
        copies of the prospectus, including any preliminary prospectus available
        for
        distribution, in conformity with the requirements of the Securities Act,
        and
        such other documents as such Holder may reasonably request in order to
        facilitate the public sale or other disposition of the Underlying Securities
        owned by such Holder; and

      


      (ii) As
        expeditiously as possible, notify each Holder, promptly after it receives
        notice
        thereof, of the time when such registration statement has become effective
        or a
        supplement to any prospectus forming a part of such registration statement
        has
        been filed. 

      


      (e) In
        any
        registration statement in which Underlying Securities are included, the Company
        will bear all expenses and pay all fees incurred by the Company in connection
        therewith, excluding underwriting discounts and commissions payable with
        respect
        to the Underlying Securities.

      


      (f) The
        following indemnification provisions shall apply:

      


      (i) 
        The
        Company shall indemnify each Holder of Underlying Securities to be resold
        pursuant to any registration statement hereunder and each person, if any,
        who
        controls such Holder within the meaning of Section 15 of the Securities Act
        or
        Section 20(a) of the Exchange Act, against all loss, claim, damage, expense
        or
        liability (collectively, including all reasonable attorneys’ fees and other
        expenses reasonably incurred in defending against any such claim, “Losses”) to
        which such Holder may become subject under the Securities Act, the Exchange
        Act
        or otherwise, arising from such registration statement, insofar as such Losses
        (or proceedings in respect thereof) arise out of or are based on any untrue
        statement of any material fact contained in such Registration Statement on
        the
        effective date thereof (including any Prospectus filed under Rule 424 under
        the
        Securities Act or any amendments or supplements thereto) or arise out of
        or are
        based upon the omission to state therein a material fact required to be stated
        therein or necessary to make the statements therein not misleading, except
        to
        the extent arising (A) from information furnished (or omitted to be furnished)
        by or on behalf of the Holder, in writing, for specific inclusion in such
        registration statement or (B) because the Holder failed to suspend use of
        such
        registration statement and discontinue any sales of Underlying Securities
        during
        a Black-Out Period or failed to timely deliver a final prospectus to the
        purchasers of such Holder’s Underlying Securities. Each Holder of Underlying
        Securities to be resold pursuant to such registration statement, and its
        successors and assigns, shall indemnify the Company, against all Losses to
        which
        the Company may become subject under the Securities Act, the Exchange Act
        or
        otherwise, arising (A) from information furnished (or omitted to be furnished)
        by or on behalf of such Holder, in writing, for specific inclusion in such
        registration statement or (B) because the Holder failed to suspend use of
        such
        registration statement and discontinue any sales of Underlying Securities
        during
        a Black-Out Period or failed to timely deliver a final prospectus to the
        purchasers of such Holder’s Underlying Securities.


      
        
          
          

        

        
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      (ii) If
        any
        action is brought against a party hereto, (“Indemnified Party”) in respect of
        which indemnity may be sought against the other party (“Indemnifying Party”),
        such Indemnified Party shall promptly notify Indemnifying Party in writing
        of
        the institution of such action and Indemnifying Party shall assume the defense
        of such action, including the employment and fees of counsel reasonably
        satisfactory to the Indemnified Party. Such Indemnified Party shall have
        the
        right to employ its or their own counsel in any such case, but the fees and
        expenses of such counsel shall be at the expense of such Indemnified Party
        unless (1) the employment of such counsel shall have been authorized in writing
        by Indemnifying Party in connection with the defense of such action, or (2)
        Indemnifying Party shall not have employed counsel to defend such action,
        or (3)
        such Indemnified Party shall have been advised by counsel that there may
        be one
        or more legal defenses available to it which may result in a conflict between
        the Indemnified Party and Indemnifying Party (in which case Indemnifying
        Party
        shall not have the right to direct the defense of such action on behalf of
        the
        Indemnified Party), in any of which events, the reasonable fees and expenses
        of
        not more than one additional firm of attorneys designated in writing by the
        Indemnified Party shall be borne by Indemnifying Party. Notwithstanding anything
        to the contrary contained herein, if Indemnified Party shall assume the defense
        of such action as provided above, Indemnifying Party shall not be liable
        for any
        settlement of any such action effected without its written consent which
        shall
        not be unreasonably withheld.

      


      (iii) If
        the
        indemnification or reimbursement provided for hereunder is finally judicially
        determined by a court of competent jurisdiction to be unavailable to an
        Indemnified Party (other than as a consequence of a final judicial determination
        of willful misconduct, bad faith or gross negligence of such Indemnified
        Party),
        then Indemnifying Party agrees, in lieu of indemnifying such Indemnified
        Party,
        to contribute to the amount paid or payable by such Indemnified Party (1)
        in
        such proportion as is appropriate to reflect the relative benefits received,
        or
        sought to be received, by Indemnifying Party on the one hand and by such
        Indemnified Party on the other or (2) if (but only if) the allocation provided
        in clause (1) of this sentence is not permitted by applicable law, in such
        proportion as is appropriate to reflect not only the relative benefits referred
        to in such clause (1) but also the relative fault of Indemnifying Party and
        of
        such Indemnified Party; provided,
        however,
        that in
        no event shall the aggregate amount contributed by the Holder exceed the
        proceeds received by the Holder as a result of the exercise by him of the
        Warrants and the sale or resale by him of the Underlying
        Securities.

      


      (iv) The
        rights accorded to Indemnified Parties hereunder shall be in addition to
        any
        rights that any Indemnified Party may have at common law, by separate agreement
        or otherwise.

      


      (j) The
        registration rights granted in this Section shall inure to the benefit of
        the
        Investor’s successors and heirs and permitted assignees of the Warrants or the
        Underlying Securities, as the case may be; provided, however, that if transfer
        is made after effectiveness of any registration statement or pursuant to
        Rule
        144, the only obligation on the part of the Company is to file a post-effective
        supplement to indicate such transfer.

      


      5.2 Reservation
        of Securities.
        The
        Company shall take all action necessary to at all times have authorized,
        and
        reserved for the purpose of issuance, after the Closing, the number of shares
        of
        Common Stock issuable as Underlying Securities.


      
        
          
          

        

        
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      5.3 Press
        Releases.
        The
        parties to this Agreement may not publicly disseminate a press release or
        otherwise publicly announce the transactions contemplated by this Agreement,
        except upon mutual consent or as may be required by law.

      


      5.4 Securities
        Filings.
        The
        Company shall use commercially reasonable efforts to file in a timely fashion
        with the SEC, and shall be current with respect to such filings, all reports,
        information statements, forms, correspondences and schedules required to
        be
        filed by it pursuant to (i) Section 13 or Section 15(d) of the Exchange Act,
        (ii) the applicable rules and regulations thereunder, and (iii) any comments
        requiring or requesting a response, directed to the Company by the SEC, and
        shall maintain full compliance with the current public information requirements
        of Rule 144 and Rule 144A promulgated under the Securities Act or any similar
        successor to such rule.

      


      5.5 Securities
        Exchange Listing.
        If
        necessary, the Company shall promptly apply for the additional listing of
        the
        Common Stock comprising the Underlying Securities to be listed on Nasdaq
        and use
        commercially reasonable efforts to have such application approved as soon
        as
        practicable.

      


      5.6 List
        of Beneficial Ownership.
        Schedule
        5.6
        sets
        forth a list of all current beneficial owners in the Investor. The Investor
        shall promptly supplement and amend such list and deliver same to the Company
        as
        beneficial owners are added or removed. The Company shall have the right
        to
        object to any addition solely in order to comply with applicable regulations
        imposed by the Federal Communications Commission.

      


      5.7 Repurchase.
        Upon
        any Seller Trigger Event (as defined in the RPSI Purchase Agreement), the
        Purchaser shall have the right to require the Company to repurchase all,
        but not
        less than all, of the Warrants sold to Purchaser under the Warrant Purchase
        Agreement for a price of $1.5 million. In the event of any repurchase hereunder,
        the party having the right to cause such repurchase shall exercise its rights
        within 15 days of the event or circumstances giving rise to such right by
        written notice to the other party. Such repurchase shall be consummated within
        30 days of such notice. In any repurchase, all Warrants shall be delivered
        to
        the Company by the holders of the Warrants free and clear of all liens,
        mortgages and encumbrances of any kind.

      


      5.8 Certain
        Rights.
        Each of
        the Investor and the Company agrees that (i) the Warrants constitute an
“executory contract” (assuming payment of the exercise price thereunder as
        required) as such term is used in Title 11 of the United States Code (as
        amended, the “Bankruptcy Code”), is not a financial accommodations contract for
        purposes of the Bankruptcy Code and is capable of both assumption and/or
        assignment pursuant to section 365 of the Bankruptcy Code and (ii) the Warrants
        may be exercised (without the necessity of assumption) by the Investor (or
        any
        of its trustees or successors) under the Bankruptcy Code and any applicable
        provisions of bankruptcy or non-bankruptcy law or by an unrelated third party.
        the Company agrees that neither it nor any of its affiliates shall, directly
        or
        indirectly, (i) object to, delay, or take any other action to interfere,
        directly or indirectly, in any respect of the exercise, assumption and/or
        Transfer of the Warrants pursuant to any provision of the Bankruptcy Code
        or any
        other provision or principle of bankruptcy or non-bankruptcy law, or (ii)
        encourage any person or entity to do any of the foregoing.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      5.9 Further
        Assurances.
        The
        Company will take such actions as may be reasonably required or desirable
        to
        carry out the provisions of this Agreement and the other Transaction Documents.
        

      


      6. Company
        Deliveries at Closing.
        The
        Company shall deliver or cause the delivery of each of the following to the
        Investor at the Closing: 

      


      6.1 Warrant
        Purchase Agreement.
        Its
        signature to this Agreement.

      


      6.2 Secretary’s
        Certificate.
        A
        certificate, dated as of the date of the Closing, executed by the Secretary
        of
        the Company certifying the resolutions adopted by the Company’s board of
        directors relating to the transactions contemplated by the Transaction
        Documents.

      


      6.3 Delivery
        of Warrants.
        Certificates evidencing the Warrants duly executed by the Company.

      


      7. Deliveries
        by the Investor at the Closing.
        The
        Investor shall deliver or cause the delivery of each of the following to
        the
        Company at the Closing:

      


      7.1 Warrant
        Purchase Agreement.
        Its
        signature to this Agreement.

      


      7.2 Purchase
        Price.
        The
        Purchase Price by wire transfer.

      


      7.3 Beneficial
        Owners.
        A list
        of the beneficial owners of Investor.

      


      8. Indemnification.
        

      


      8.1 The
        Company agrees to indemnify and hold harmless the Investor and any of Investors’
general partners, employees, officers, directors, members, agents and other
        representatives (collectively, the “General Indemnitees”), against any
        investigations, proceedings, claims or actions and for any expenses, damages,
        liabilities or losses (joint or several) arising out of such investigations,
        proceedings, claims or actions (collectively, “Actions”), to which the General
        Indemnitees may become subject, whether under the Securities Act or any rules
        or
        regulations promulgated thereunder, the Exchange Act or any rules or regulations
        promulgated thereunder, or any state law or regulation, or common law
        (collectively, the “Losses”), arising out of any material breach of any
        representation, warranty, agreement, obligation or covenant of the Company
        contained herein. The Company also agrees to reimburse the General Indemnitees
        for any reasonable legal or other reasonable expenses reasonably incurred
        in
        connection with defending any such investigations, proceedings, claims or
        actions. 

      


      8.2 The
        Investor agrees to indemnify and hold harmless the Company and any of the
        Company’s directors, officers, employees, stockholders, agents and other
        representatives (collectively, the “Company Indemnitees”), against any
        investigations, proceedings, claims or actions and for any Losses, arising
        out
        of any material breach of any representation, warranty, agreement, obligation
        or
        covenant of the Investor contained herein. The Investor also agrees to reimburse
        the Company Indemnitees for any reasonable legal or other reasonable expenses
        reasonably incurred in connection with defending any such investigations,
        proceedings, claims or actions.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      8.3 The
        length of the indemnity obligation in this section shall be one year from
        the
        date of execution of this Agreement; provided that with respect to any Action
        commenced during such period, the obligation to provide indemnity with respect
        thereto shall remain through the resolution of such Action. No claim for
        indemnity shall be made until aggregate Losses exceed $100,000 and thereafter
        only with respect to amounts in excess of $100,000. The aggregate liability
        for
        Losses under either Section 8.1 or 8.2 shall not exceed $500,000.

      


      9. Miscellaneous.

      


      9.1 Survival
        of Representation and Warranties.
        All of
        the representations and warranties made herein shall survive the execution
        and
        delivery of this Agreement for a period of one year, other than those made
        under
        Sections 3.1, 3.2, 3.5, 4.1, 4.2 and 4.4, which shall survive indefinitely.
        All
        of the covenants and other obligations set forth in Section 5 shall survive
        the
        Closing in accordance with their terms. The Investors are entitled to rely,
        and
        the parties hereby acknowledge that the Investors have so relied, upon the
        truth, accuracy and completeness of each of the representations and warranties
        of the Company contained herein, irrespective of any independent investigation
        made by the Investors. The Company is entitled to rely, and the parties hereby
        acknowledge that the Company has so relied, upon the truth, accuracy and
        completeness of each of the representations and warranties of the Investors
        contained herein, irrespective of any independent investigation made by the
        Company. 

      


      9.2 Successors
        and Assigns.
        This
        Agreement is personal to each of the parties and may not be assigned without
        the
        written consent of the other parties, except together with the assignment
        of the
        Warrants (or the underlying securities).

      


      9.3 Governing
        Law.
        This
        Agreement shall be governed by and construed in accordance with the internal
        laws of the State of Delaware.

      


      9.4 Counterparts.
        This
        Agreement may be executed in counterparts, each of which shall be deemed
        an
        original, but all of which together shall constitute one and the same
        instrument. This Agreement, once executed by a party, may be delivered to
        the
        other party hereto by facsimile transmission of a copy of this Agreement
        bearing
        the signature of the party so delivering this Agreement. 

      


      9.5 Titles
        and Subtitles.
        The
        titles and subtitles used in this Agreement are used for convenience only
        and
        are not to be considered in construing or interpreting this
        Agreement.

      


      9.6 Notices.
        Unless
        otherwise provided, any notice, authorization, request or demand required
        or
        permitted to be given under this Agreement shall be given in writing and
        shall
        be deemed effectively given upon personal delivery to the party to be notified
        or three (3) days following deposit with the United States Post Office, by
        registered or certified mail, postage prepaid, or two days after it is sent
        by
        an overnight delivery service, or when sent by facsimile with machine
        confirmation of delivery addressed as follows:


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      

        If
          to the
          Investor:

         

        Luken
          Communications, LLC

        835
          Georgia Avenue

        Suite
          600

        Chattanooga,
          TN 37402

        Attn:
           Henry
          Luken

         

        If
          to
          Company:

         

        Equity
          Media Holdings Corporation

        #1
          Shackleford Drive, Suite 400

        Little
          Rock, Arkansas  72211

        Fax:
          (501) 221-1101

        Attention:
          Chairman of the Board 


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        


        In
          either
          case, with copies to:

         

        Horton,
          Maddox & Anderson, PLLC

        835
          Georgia Avenue, Suite 600

        Chattanooga,
          TN 37402

        Fax:
          (423) 265-3039

        Attention:
          William Horton, Esq.

         

        and

         

        Graubard
          Miller

        405
          Lexington Avenue, 19th
          Floor

        New
          York,
          New York 10174

        Fax:
          (212) 818-8881

        Attention:
          David Alan Miller, Esq. 

         

        Any
          party
          may change its address for such communications by giving notice thereof
          to the
          other parties in conformity with this Section.

         

        10. Transaction
          Expenses; Enforcement of Transaction Documents.
          The
          Company and the Investors shall pay their respective costs and expenses
          incurred
          with respect to the negotiation, execution, delivery and performance of
          this
          Agreement and the other Transaction Documents. If any action at law or
          in equity
          is necessary to enforce or interpret the terms of any Transaction Document,
          the
          prevailing party shall be entitled to reasonable attorney’s fees, costs, and
          necessary disbursements in addition to any other relief to which such party
          may
          be entitled. 

         

        11. Amendments
          and Waivers.
          Any
          term of this Agreement may be amended and the observance of any term of
          this
          Agreement may be waived (either generally or in a particular instance and
          either
          retroactively or prospectively), only with the written consent of the Company
          and a majority in interest of the holders of the Warrants. Any amendment
          or
          waiver affected in accordance with this paragraph shall be binding upon
          each
          holder of any securities purchased under this Agreement at the time outstanding
          (including securities into which such securities are convertible), each
          future
          holder of all such securities, and the Company.

         

        12. Severability.
          If one
          or more provisions of this Agreement are held to be unenforceable under
          applicable law, such provision shall be excluded from this Agreement and
          the
          balance of this Agreement shall be interpreted as if such provision were
          so
          excluded and shall be enforceable in accordance with its terms.

         

        13. Entire
          Agreement.
          This
          Agreement and the documents referred to herein (including the RPSI Purchase
          Agreement and Stations Sale Agreement) constitute the entire agreement
          among the
          parties and no party shall be liable or bound to any other party in any
          manner
          by any warranties, representations, or covenants except as specifically
          set
          forth herein or therein. 


        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties have executed this Securities Purchase Agreement
          as
          of the date first above written.

        


        
          	 	
                  EQUITY
                    MEDIA HOLDINGS CORPORATION

                
	 	 
	 	
                  By:

                	 
	 	
                  Name:

                
	 	
                  Title:
                    

                
	 	 
	 	
                  LUKEN
                    COMMUNICATIONS, LLC

                
	 	 
	 	
                  By:

                	 
	 	
                  Name:
                    

                
	 	
                  Title:

                


        

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        


        EXHIBIT
          A

         

        FORM
          OF WARRANT 


        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B

         

        WIRING
          INSTRUCTIONS

         

        Account
          Name: Equity Media Holdings Corporation

         

        Account
          Number: 

         

        ABA
          Routing # 

         

        Bank
          Name: 

         

        Bank
          Address: 

         

        Contact
          info at the bank: 

         

        Contact
          info at Equity Media: 


        
          
            
            

          

          
            16