Exhibit 10.07.02.05


 


ASSIGNMENT AND ASSUMPTION OF ASSET
PURCHASE AGREEMENT


 


This Assignment and
Assumption of Asset Purchase Agreement (“Assignment and Assumption”), dated as of July 29, 2016, is entered into by
and between Caron Broadcasting, Inc., an Ohio corporation (“Assignor”) and South Texas Broadcasting, Inc., a Texas
corporation (“Assignee”) and is made pursuant to Section 19 of the Purchase Agreement (hereinafter defined).


 


WHEREAS, Delmarva Educational
Association, a Florida nonprofit corporation (“Seller”) and Pennsylvania Media Associates, Inc. (“PMA”)
entered into an Asset Purchase Agreement, dated as of May 18, 2016 (the “Purchase Agreement”), pursuant to which, among
other things, Seller and Assignor agreed that Seller will sell and Assignor will acquire certain assets relating to the radio broadcast
FM translator construction permit W222BT, permitted to Palm Coast, FL, (FCC Facility ID 142973) upon the terms and conditions set
forth therein.


 


WHEREAS, PMA and Assignor
entered into an Assignment and Assumption of Asset Purchase Agreement (“First Assignment”) dated as of July 27, 2016,
pursuant to which PMA’s rights, title and interest in and to the Purchase Agreement were assigned to Assignor.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained in the Purchase Agreement and this Assignment and Assumption, the
receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby covenant and agree as follows:


 


1.          Assignor
hereby assigns, transfers, and conveys to Assignee all of Assignor’s right, title, and interest in and to the Purchase
Agreement.


 


2.          Assignee
hereby assumes and undertakes to pay, to satisfy, and to discharge the liabilities, obligations, and commitments of Assignor under
the Purchase Agreement from the date hereof.


 


3.          This
Assignment and Assumption is intended to effect an assignment to a wholly owned subsidiary of Assignor in connection with the consummation
of the transactions contemplated by the Purchase Agreement, as permitted by Section 19 thereof, and is made without representation
and warranty except as provided in and by the Purchase Agreement. This Assignment and Assumption is in all respects subject to
the provisions of the Purchase Agreement and is not intended in any way to supersede, to limit, or to qualify any provision of
the Purchase Agreement.


 


4.          Each
of Assignor and, by its acceptance hereof, Assignee covenants and agrees to execute such further documents and instruments and
to take such additional actions as may reasonably be requested by Assignee or Assignor, as the case may be, to vest in Assignee
any and all of the assets, liabilities, obligations, and commitments being transferred hereby and otherwise to effectuate the intent
of this Assignment and Assumption.


 




    	 	Page 1 of 2	 



     


    

 


5.          Unless
otherwise defined herein, all capitalized terms used herein have the meanings ascribed to them in the Purchase Agreement.


 


6.          This
Assignment and Assumption may be signed in one or more counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, the parties hereto have
caused this Assignment and Assumption to be executed and delivered effective as of the date first written above.


 


	CARON BROADCASTING, INC.	 
	 	 
	By	/s/ Christopher J. Henderson	 
	 	Christopher J. Henderson	 
	 	Sr. Vice President and Secretary	 
	 	 
	SOUTH TEXAS BROADCASTING, INC.	 
	 	 
	By	/s/ Christopher J. Henderson	 
	 	Christopher J. Henderson	 
	 	Sr. Vice President and Secretary	 


 




    	 	Page 2 of 2