Common use of Closing Date Deliveries Clause in Contracts

Closing Date Deliveries. (a) At the Closing, Seller shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions. (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunder.

Closing Date Deliveries. (a) At the Closing, the Seller Parties shall deliver or cause to be delivered to the Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreement, agreement from the Seller Parties in substantially in the form of Exhibit A B (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property Property, the Seller FCC Authorizations, and the Station Licenses) relating all other assignable Governmental Permits exclusively related to the applicable Station(sStation) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses Seller FCC Authorizations from the appropriate Seller Party, in substantially in the form of Exhibit B C (the “Assignment of Station Licensesthe Seller FCC Authorizations”), assigning to the Buyer (or its permitted assignee) the Station Licenses Seller FCC Authorizations and all other assignable Governmental Authorizations issued by the FCC primarily relating Permits exclusively related to the applicable Station(s)Station, (iii) duly executed counterparts of a transition services agreement, agreement from the appropriate Seller Party in substantially in the form of Exhibit C D (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to the Buyer (or its permitted assignee) the Owned Real Property, in form and substance reasonably satisfactory to Buyer, (v) all of the documents and instruments required to be delivered by the Seller Parties pursuant to Article VIIVIII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, Parties relating to any agreements included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements to the Buyer (or its permitted assignee) and for the Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), FIRPTA Certificate from each Seller Party and (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are the Buyer has determined to be reasonably necessary to consummate the Transactionstransactions contemplated hereby. (b) At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date Payment in accordance with Section 2.7by wire transfer of immediately available federal funds pursuant to wire instructions that Seller Parties shall provide, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and Agreement, (Biii) the Transition Services Agreement, (iiiiv) all of the documents and instruments required to be delivered by the Buyer pursuant to Article VII, (ivv) specific assignment and assumption agreements duly executed by the Buyer relating to any agreements included as Purchased Assets that are the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements to the Buyer or and for the Buyer to assume the Assumed Liabilities thereunder, and (vi) such other documents and instruments as the Seller Parties have determined to be reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. (a) At the Closing, Seller shall deliver deliver, or cause Tribune to be delivered deliver, as applicable, to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) duly executed counterparts of a ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Partyor Tribune, as applicable, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating related to the applicable Station(s)Stations, (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller PartyTribune, as applicable, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all a duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation executed counterpart of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the MergerOption Agreement, substantially in the form of Exhibit D (the “Joinder Option Agreement”), and (xvix) such other documents and instruments as are reasonably necessary to consummate the Transactionstransactions contemplated hereby. (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment Purchase Price in accordance with Section 2.72.5, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunder, (v) a duly executed counterpart of the Option Agreement, and (vi) such other documents and instruments as are reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. (a) At On the Closing, Closing Date the Seller shall deliver deliver, or cause to be delivered to Buyer each of the following, in each caseexecute and deliver, to the extent applicable, duly executed by Seller or the applicable Seller Party: Buyer (i) counterparts of a ▇▇▇▇ of sale sale, in a form satisfactory to the Buyer, to convey to and assignment and assumption agreement, substantially vest in the form of Exhibit A (the “▇▇▇▇ of Sale Buyer good and Assignment and Assumption Agreement”), providing for the conveyance of all of marketable title to the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Assets, (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Partyall consents, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (waivers or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments approvals required to be delivered obtained by the Seller pursuant with respect to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed transactions contemplated by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions. (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services this Agreement, (iii) all of the documents and instruments required contemplated to be delivered by the Seller to the Buyer on the Closing Date pursuant to this Article VII4, in each case satisfactory to the Buyer, (iv) specific assignment all of such other bills of sale, assignments and assumption agreements duly other instruments of assignment, transfer or conveyance as the Buyer may reasonably request or as may be otherwise necessary to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Purchased Assets and Business to the Buyer and to put the Buyer in actual possession or control of the Business and Purchased Assets, (v) assignments in form and substance satisfactory to Buyer of all real property leased by Seller, and (vi) to the extent not previously provided to Buyer by Seller prior to the Closing Date, copies of the Seller’s corporate records. (b) On the Closing Date, the Buyer shall (i) deliver by wire transfer to the Seller the Purchase Price in immediately available funds; and (ii) execute and deliver to the Seller the documents contemplated to be delivered by the Buyer under this Agreement, in each case in a form satisfactory to Seller. (c) Stockholder and ▇▇▇▇▇ ▇▇▇▇▇▇ shall each deliver to Buyer an employment agreement in the form of Exhibit “C” and Exhibit “D”, respectively. (d) Seller shall deliver fully executed Confidentiality Agreements in the form of Exhibit “E”, executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements the Persons set forth on Schedule 4.1(d). (e) Seller and Stockholder shall deliver a fully executed Non-Compete Agreement in the form of Exhibit “F”. (f) Seller shall deliver a fully executed Lease Agreement in the form of Exhibit “G”, executed by the appropriate Persons. (g) Seller shall deliver to Buyer or for an assignment of rights to the corporate name “Diabetic Plus, Inc.” and the Intellectual Property duly and validly signed by appropriate parties which own such items. In addition, Seller and Buyer will cooperate with respect to assume the Assumed Liabilities thereundertelephone numbers and directories until changed.

Closing Date Deliveries. (a) At the Closing, the Seller Parties shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller PartyBuyer: (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreementagreement duly executed by the Seller Parties and, if applicable, their Affiliates in substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(sSeller FCC Authorizations) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses from Seller FCC Authorizations duly executed by the appropriate Seller PartyParties and their Affiliates, in substantially in the form of Exhibit B (the “Assignment of Station Licensesthe Seller FCC Authorizations”), assigning to the Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the Seller FCC primarily relating to the applicable Station(s)Authorizations, (iii) duly executed counterparts of a transition services agreementagreement duly executed by the appropriate Seller Parties and their Affiliates, in substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) jurisdiction and in form and substance reasonably acceptable to Buyer), duly executed by the appropriate Seller Parties and their Affiliates, conveying to the Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by the Seller Parties and/or their Affiliates pursuant to Article VIIVIII, including the Required Consents, (vi) certified copies of the certificate of incorporation and bylaws of the Seller Parties, (vii) certified resolutions of the Board of Directors and shareholders (if applicable) of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, (viii) a duly executed certificate of the secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and the Ancillary Agreements, (ix) a certificate of non-foreign status from each of the Seller Parties (and Affiliates, as applicable) in compliance with Treasury Regulations Section 1.1445-2, (x) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, Party or their Affiliates (as applicable) relating to any agreements Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements Contracts to the Buyer (or its permitted assignee) and for the Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, thereunder (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2if any), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory acceptable to the Buyer, (xi) satisfactory evidence that any documents Encumbrances to be discharged prior to or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”)simultaneous with Closing have been discharged, and (xvxii) such other documents and instruments as are the Buyer has determined to be reasonably necessary to consummate the Transactionstransactions contemplated hereby. (b) At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date Payment in accordance with Section 2.7Payment, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and Agreement, (Biii) the Transition Services Agreement, (iiiiv) all of the documents and instruments required to be delivered by the Buyer pursuant to Article VII, (ivv) specific assignment and assumption agreements duly executed by the Buyer relating to any agreements Contracts included as Purchased Assets that are the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements Contracts to the Buyer or and for the Buyer to assume the Assumed Liabilities thereunderthereunder (if any), and (vi) such other documents and instruments as the Seller Parties have determined to be reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller the ▇▇▇▇▇▇ Entities shall execute and deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: Buyer: (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreementassignments, substantially in the a form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”)reasonably acceptable to Buyer, providing for the conveyance of conveying all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), Assets, (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited statutory warranty deeds (in the customary form for such jurisdiction) deed conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the owned Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially described in the form of Exhibit D (the “Joinder Agreement”Schedule 3.10(a), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions., (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by the ▇▇▇▇▇▇ Entities pursuant to Article 8, (iv) a certificate of good standing for each ▇▇▇▇▇▇ Entity, issued as of a recent date by the Secretary of State of each ▇▇▇▇▇▇ Entity’s state of formation and the Secretary of State of Oregon; (v) a certificate of the secretary or assistant secretary or manager of each ▇▇▇▇▇▇ Entity certifying the resolutions of its members or directors, as the case may be, authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of each officer executing this Agreement and any ▇▇▇▇▇▇ Ancillary Agreement, (vi) the opinions of ▇▇▇▇▇▇ Entities’ legal and communications counsel in form and substance reasonably acceptable to Buyer, provided that, in any event, such opinions shall permit the reliance thereon by Buyer’s senior lenders. (vii) a certification of non-foreign status from ▇▇▇▇▇▇ Radio, in form and substance reasonably satisfactory to Buyer, in accordance with Treas. Reg. § 1.1445-2(b), (viii) such documents and instruments as may be reasonably requested by Buyer necessary to evidence that the Purchased Assets at Closing are free and clear of all Encumbrances other than Permitted Encumbrances, and (ix) the books and records included in the Purchased Assets (provided that delivery of the foregoing will be deemed made to the extent such books and records are then located at any of the offices or premises included in the Purchased Assets). (b) On the Closing Date, Buyer shall deliver or cause to be delivered to the ▇▇▇▇▇▇ Entities the Purchase Price, payable in the manner described in Section 2.7, and execute and deliver (i) all of the documents and instruments required to be delivered by the Buyer pursuant to Article VII7, (ii) copies of the certificate of formation of each entity constituting Buyer, certified as of a recent date by the secretary of state of the state of its formation, (iii) a certificate of good standing of each entity constituting Buyer, each issued as of a recent date by the secretary of state of the state of its formation, (iv) specific assignment a certificate of the secretary or assistant secretary of each entity constituting Buyer certifying the resolutions of its members or directors, as the case may be, authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any Buyer Ancillary Agreement, (v) the undertaking and assumption agreements duly executed by Buyer relating described in Section 2.3(a), and (vi) an opinion of Buyer’s legal counsel, dated as of the Closing Date, in form and substance reasonably acceptable to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunder▇▇▇▇▇▇ Entities.

Closing Date Deliveries. (a) At the Closing, the Seller Parties shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller PartyBuyer: (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreementagreement duly executed by the Seller Parties and, if applicable, their Affiliates in substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(sSeller FCC Authorizations) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses from Seller FCC Authorizations duly executed by the appropriate Seller PartyParties and their Affiliates, in substantially in the form of Exhibit B (the “Assignment of Station Licensesthe Seller FCC Authorizations”), assigning to the Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the Seller FCC primarily relating to the applicable Station(s)Authorizations, (iii) duly executed counterparts of a transition services agreementagreement duly executed by the appropriate Seller Parties and their Affiliates, in substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) jurisdiction and in form and substance reasonably acceptable to Buyer), duly executed by the appropriate Seller Parties and their Affiliates, conveying to the Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by the Seller Parties and/or their Affiliates pursuant to Article VIIVIII, including the Required Consent, (vi) certified copies of the certificate of incorporation and bylaws of the Seller Parties, (vii) certified resolutions of the Board of Directors and shareholders (if applicable) of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, (viii) a duly executed certificate of the secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and the Ancillary Agreements, (ix) a certificate of non-foreign status from each of the Seller Parties (and Affiliates, as applicable) in compliance with Treasury Regulations Section 1.1445-2, (x) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, Party or their Affiliates (as applicable) relating to any agreements Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements Contracts to the Buyer (or its permitted assignee) and for the Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, thereunder (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2if any), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory acceptable to the Buyer, (xi) satisfactory evidence that any documents Encumbrances to be discharged prior to or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”)simultaneous with Closing have been discharged, and (xvxii) such other documents and instruments as are the Buyer has determined to be reasonably necessary to consummate the Transactionstransactions contemplated hereby. (b) At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date Payment in accordance with Section 2.7Payment, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and Agreement, (Biii) the Transition Services Agreement, (iiiiv) all of the documents and instruments required to be delivered by the Buyer pursuant to Article VII, (ivv) specific assignment and assumption agreements duly executed by the Buyer relating to any agreements Contracts included as Purchased Assets that are the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements Contracts to the Buyer or and for the Buyer to assume the Assumed Liabilities thereunderthereunder (if any), and (vi) such other documents and instruments as the Seller Parties have determined to be reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. At the Closing: (a) At the ClosingDeliveries by Sellers. Sellers’ Representative will deliver, Seller shall deliver or cause to be delivered to Buyer each of the following, in each casedelivered, to the extent applicable, duly executed by Seller or the applicable Seller Party: Buyer: (i) counterparts certificates representing all of a ▇▇▇▇ the outstanding MSK Common Stock, duly endorsed (or accompanied by duly executed stock powers) for transfer to Buyer; (ii) termination agreements (each an “Option Termination Agreement”), each of sale which shall be effective at or prior to Closing, fully executed by MSK and assignment each holder of outstanding Options, if any, and assumption agreementpursuant to which the Option held by each such holder is terminated and cancelled at or prior to Closing; (iii) the Non-Competition Agreement, substantially in the form of attached hereto as Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”3.3(a)(iii), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) each duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), by each Principal Stockholder and MSK; (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents Consents and instruments Governmental Approvals required to be delivered by Seller pursuant to Article VII, (vi) specific assignment obtained in connection with the execution and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including Documents and the consummation of the Transactionstransactions contemplated hereby or thereby, dated as of the Closing Date and in full force and effect; (xv) a Form W-9 properly completed and the Proprietary Information Agreement, substantially in the form attached hereto as Exhibit 3.3(a)(v), duly executed by Seller each employee and director of MSK and MSK; (vi) a certificate executed by MSK and the Principal Stockholders representing and warranting to Buyer that each of the representations and warranties made in this Agreement by such Person is accurate in all respects as of the date of this Agreement and is accurate in all respects as of the Closing Date as if made on the Closing Date; (vii) evidence, in form and substance reasonably satisfactory to Buyer, (xi) any documents of the discharge, removal or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien termination of all Liens (other than Permitted Liens)) to which any of MSK’s assets are subject, including but not limited towhich releases shall be effective at or prior to the Closing; (viii) evidence, discharges in form and substance reasonably satisfactory to Buyer, that Sellers’ and MSK’s legal counsel and other agents and representatives have been paid in full (or will be paid in full at Closing) and that, as of mortgages the Closing, MSK has no liability or obligation to any of such legal counsel and UCC termination statementsother agents and representatives; (ix) evidence, in form and substance reasonably satisfactory to Buyer, that all Indebtedness has been repaid in full and extinguished (or will be repaid in full and extinguished at Closing) and that, as of the Closing, MSK has no liability or obligation for any Indebtedness; (x) an opinion from MSK’s counsel relating to the transactions contemplated by this Agreement reasonably acceptable to Buyer; (xi) each other document or instrument reasonably required by Buyer to be delivered at Closing by MSK and/or the Sellers; (xii) any transfer notices reasonably required by the terms Buyer shall have received a certificate from MSK dated as of the Real Property Leases, Closing Date and sworn under penalty of perjury stating that MSK is or has been at any time during the five (5)-year period ending on the date of certification a “United States real property holding company” within the meaning of Code Section 897(c)(2); and (xiii) a certificate the ALTA owner’s policy of good standing title insurance required by Section 4.16(a) of Seller this Agreement, along with any other evidence, in form and each Seller Partysubstance reasonably satisfactory to Buyer, issued that Seller’s representations contained within Section 4.16 of this Agreement are true and correct as of a recent the date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the TransactionsClosing. (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunder.

Closing Date Deliveries. (a) At the Closing, the Seller shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: Buyer: (i) counterparts cash by wire transfer of immediately available funds an aggregate sum equal to the cash or cash equivalents purchased pursuant to Section 2.1(e); (ii) a ▇▇▇▇ of sale and assignment and assumption agreement, agreement from the Seller in substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(sSeller FCC Authorizations) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), Liabilities; (iiiii) counterparts of an assignment of the Station Licenses Seller FCC Authorizations from the appropriate Seller PartySeller, in substantially in the form of Exhibit B (the “Assignment of Station Licensesthe Seller FCC Authorizations”), assigning to the Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the Seller FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), Authorizations; (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents documents, certificates and instruments required to be delivered by the Seller pursuant to Article VII, VIII; (viv) specific assignment and assumption agreements duly executed by the Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that the Buyer or the Seller have determined to be reasonably necessary to assign such agreements to the Buyer (or its permitted assignee) and for the Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, thereunder pursuant to Section 365 of the Bankruptcy Code; (vi) all books and records purchased pursuant to Section 2.1(d) or copies thereof where applicable; and (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are the Buyer has determined to be reasonably necessary to consummate the Transactionstransactions contemplated hereby. (b) At the Closing, the Buyer shall deliver to the Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iiiii) all of the documents documents, certificates and instruments required to be delivered by the Buyer pursuant to Article VII, (iviii) specific assignment and assumption agreements duly executed by the Buyer relating to any agreements included as Purchased Assets that are the Buyer or the Seller have determined to be reasonably necessary to assign such agreements to the Buyer or and for the Buyer to assume the Assumed Liabilities thereunderthereunder pursuant to Section 365 of the Bankruptcy Code, and (iv) such other documents and instruments as the Seller has determined to be reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. (a) At the Closing, the Seller Parties shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller PartyBuyer: (i) counterparts of a ▇b▇▇▇ of sale and assignment and assumption agreementagreement duly executed by the Seller Parties and, if applicable, their Affiliates in substantially in the form of Exhibit A (the “▇B▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(sSeller FCC Authorizations) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses from Seller FCC Authorizations duly executed by the appropriate Seller PartyParties and their Affiliates, in substantially in the form of Exhibit B (the “Assignment of Station Licensesthe Seller FCC Authorizations”), assigning to the Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the Seller FCC primarily relating to the applicable Station(s)Authorizations, (iii) duly executed counterparts of a transition services agreementagreement duly executed by the appropriate Seller Parties and their Affiliates, in substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) jurisdiction and in form and substance reasonably acceptable to Buyer), duly executed by the appropriate Seller Parties and their Affiliates, conveying to the Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by the Seller Parties and/or their Affiliates pursuant to Article VIIVIII, including the Required Consents, (vi) certified copies of the certificate of incorporation and bylaws of the Seller Parties, (vii) certified resolutions of the Board of Directors and shareholders (if applicable) of the Seller Parties authorizing the transactions contemplated by this Agreement and the Ancillary Agreements, (viii) a duly executed certificate of the secretary of each of the Seller Parties as to incumbency and specimen signatures of officers of the Seller Parties executing this Agreement and the Ancillary Agreements, (ix) a certificate of non-foreign status from each of the Seller Parties (and Affiliates, as applicable) in compliance with Treasury Regulations Section 1.1445-2, (x) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, Party or their Affiliates (as applicable) relating to any agreements Contracts included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements Contracts to the Buyer (or its permitted assignee) and for the Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, thereunder (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2if any), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory acceptable to the Buyer, (xi) satisfactory evidence that any documents Encumbrances to be discharged prior to or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”)simultaneous with Closing have been discharged, and (xvxii) such other documents and instruments as are the Buyer has determined to be reasonably necessary to consummate the Transactionstransactions contemplated hereby. (b) At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date Payment in accordance with Section 2.7Payment, (ii) duly executed counterparts to (A) the ▇B▇▇▇ of Sale and Assignment and Assumption Agreement and Agreement, (Biii) the Transition Services Agreement, (iiiiv) all of the documents and instruments required to be delivered by the Buyer pursuant to Article VII, (ivv) specific assignment and assumption agreements duly executed by the Buyer relating to any agreements Contracts included as Purchased Assets that are the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements Contracts to the Buyer or and for the Buyer to assume the Assumed Liabilities thereunderthereunder (if any), and (vi) such other documents and instruments as the Seller Parties have determined to be reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. (a) At The Closing Date shall not occur, and this Agreement and the Closingother Transaction Documents shall not become effective and binding on the parties hereto and thereto unless MUI has furnished to Enron, Seller shall deliver on or cause to be delivered to Buyer before [_______] February 10], 2001, each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to BuyerEnron: (a) Copies for each MUI Entity, (xi) any documents certified by the Secretary, Assistant Secretary, or other deliveries that may be reasonably requested by Buyer to clear appropriate officer of such entity, of (i) such entity’s articles or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued incorporation certified as of a recent date by the appropriate governmental officer in its State respective jurisdiction of incorporation and its by-laws if such entity is a corporation or formationsuch entity’s Certificate of Limited Partnership certified as of a recent date by the appropriate governmental officer in its respective jurisdiction of formation and its Agreement of Limited Partnership if such entity is a limited partnership, and (ii) such entity’s authorization resolutions (such as applicableBoard of Directors’ resolutions, (xivand resolutions of other bodies, if any, that are deemed necessary by counsel for Enron) authorizing the Joinder Agreement signed by each Seller Party, effective immediately after execution of the Transaction Documents and the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions.transactions contemplated thereby; (b) At An incumbency certificate for each MUI Entity, executed by the ClosingSecretary, Buyer Assistant Secretary, or other appropriate officer of such entity, which shall deliver identify by name and title and bear the signature of the officers authorized to Seller sign the Transaction Documents and identify by name and title those authorized to submit purchase orders pursuant to the Supply Agreement, and Enron shall be entitled to rely upon such incumbency certificate until Enron receives written notice from MUI of a change in the authorized officers of the MUI Entities; (c) A certificate, in form and substance satisfactory to Enron, signed by the [president] President of MUI stating : (i) that that as of the Closing Date Payment Date: (i) all representations and warranties set forth in accordance with Article 6 Section 2.76.1 of this Agreement are true and correct as of the Closing Date, (ii) duly no default or event of default exists under any Transaction Document as of the Closing Date, and (iii) no Material Adverse Effect has occurred as of the Closing Date; since the date of the last MUI Entity financial statements that were provided to Enron by the MUI Entities; (d) This Agreement, executed counterparts to by the MUI Entities which includes as Exhibits C through O hereto the agreed upon forms for each of the following documents: (Ai) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and Sale; (Bii) the Transition Services Supply Agreement, ; (iii) all Swap Agreement; (iv) Confirmation; (v) Netting Agreement; (vi) Warehouse and Services Agreement; (vii) Lease Agreement; (viii) Sublease Agreement; (ix) Landlord’s Lien Waiver and Non-disturbance Agreement; (x) Mortgagee’s Acknowledgement and Non-disturbance Agreement; (xi) Lender’s Acknowledgement of Enron’s rights and Intercreditor Agreement; (xii) Opinion Letter of the MUI Entities’ general counsel; and (xiii) Opinion Letter of the MUI Entities’ outside counsel. (e) A certificate from MUI Entities’ Auditors stating that there are no defaults or events of default under the Senior Subordinated Notes, the Securitization Facility, the Credit Agreement or any of the documents and or instruments required related to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer and the related transactions; and (f) Such other documents as Enron or for Buyer to assume the Assumed Liabilities thereunderits counsel may have reasonably requested.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller Sellers shall execute and deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a ▇▇▇▇ bill of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of Sellers conveying all of the Purchased Assets ▇▇▇▇ts (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(sdescribed in Schedule 4.10(a)), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning general warranty deeds conveying to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(sReal Property described in Schedule 4.10(a), (iii) duly executed counterparts the legal opinions substantially as set forth in Exhibits A and B attached hereto, dated as of a transition services agreementthe Closing Date, substantially in the form of Exhibit C (the “Transition Services Agreement”)to be delivered by Sellers' counsel and communications counsel, respectively, (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller the ACME Entities pursuant to Article VIIVIII, (v) copies of the certificates of incorporation or formation, as applicable, of each ACME Entity, each certified as of a recent date by the secretary of state of the state of its incorporation or formation, as applicable, (vi) specific assignment and assumption agreements duly executed certificates of good standing of each ACME Entity, each certified as of a recent date by Seller the secretary of state of the state of its incorporation or the appropriate Seller Partyformation, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunderapplicable, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2)secretary or assistant secretary of each ACME Entity as to its respective bylaws or limited liability company agreement or similar governing document, (viii) certified copies as applicable, and the resolutions of all duly adopted shareholders, its board of directors and stockholders or members, board of directoras applicable, governing body or other authorizing resolutions necessary to authorize the execution, execution and delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactionstransactions contemplated hereby, (xviii) such documents and instruments, if any, as are reasonably requested by Buyer to evidence that the Purchased Assets at Closing are free and clear of all Encumbrances other than Permitted Encumbrances and (ix) a Form W-9 properly completed and duly executed by Seller certification of non-foreign status, in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liensin accordance with Treasury Regulation Section 1.1445-2(b), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions. (b) At On the ClosingClosing Date, Buyer shall execute and deliver or cause to Seller be delivered to Sellers (i) the Closing Date Payment Payment, payable in accordance with the manner described in Section 2.73.3, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VIIIX, (iii) the legal opinions substantially as set forth in Exhibit C attached hereto, dated as of the Closing Date, to be delivered by Buyer's counsel, (iv) specific assignment copies of the charters of each of TBC and Tribune Denver, certified as of a recent date by the secretary of state of its state of incorporation, (v) a certificate of good standing of each of TBC and Tribune Denver, issued as of a recent date by the secretary of state of the state of its incorporation, (vi) a certificate of the secretary or assistant secretary of each of TBC and Tribune Denver as to its bylaws and the resolutions of its board of directors and stockholders (if applicable) authorizing the execution and delivery of this Agreement and the transactions contemplated hereby, (vii) the undertaking and assumption agreements duly executed by Buyer relating described in Section 2.3(a) and (viii) a certification of non-foreign status, in form and substance reasonably satisfactory to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunderSellers, in accordance with Treasury Regulation Section 1.1445-2(b).

Closing Date Deliveries. (1) Purchaser shall pay to Seller the Deposit on the Business Day (the “Closing Date”) on which: (a) At Purchaser has received the Closingdocuments, Seller shall deliver agreements and evidence set out in Part 1 of Schedule K in form and substance satisfactory to it; and (b) the other conditions set out in Schedule K are satisfied, fulfilled or cause waived (by the Party entitled to be delivered to Buyer each the benefit of the followingrelevant condition); which date shall not be later than June 1, 2023 (or such later date as Purchaser may agree in each caseits sole and unfettered discretion). (2) Each of the conditions set forth in: (a) Part 1 of Schedule K is for the exclusive benefit of Purchaser and may only be waived by it in its sole discretion; and (b) Part 2 of Schedule K is for the exclusive benefit of Seller and may only be waived by it in its sole discretion. (3) Each Seller PSA Entity agrees that, as part of Purchaser reviewing the matters referred to in Part 1 of Schedule K, Purchaser may identify matters that in its opinion require amendments to a Silver Stream Document which must be entered into before the Closing Date. If it does so identify any such matter, then Purchaser will notify the Seller PSA Entities of the amendments and propose a draft amending agreement (or draft amendment and restatement of this Agreement). The Seller PSA Entities must then promptly enter into the amendment agreement (or amendment and restatement) and provide all other documents and evidence in connection with the entry into of it reasonably requested by Purchaser. If Purchaser has notified the Seller PSA Entities that an amendment agreement (or an amendment or restatement) is required, the Seller PSA Entities agree that Purchaser shall have no obligation to advance the Deposit until Purchaser notifies the Seller PSA Entities that the amendment agreement (or amendment and restatement) has been entered into and all other documents and evidence in connection with the entry into of it reasonably requested by Purchaser have been provided to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts satisfaction of a Purchaser. ▇▇▇▇▇▇▇▇▇ of sale and assignment and assumption agreement, substantially in agrees to notify the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the TransactionsPSA Entities promptly upon being so satisfied. (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunder.

Closing Date Deliveries. (a) At the Closing, Seller shall deliver deliver, or cause to be delivered to Buyer each of delivered, the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: : (i) counterparts of to Buyer, a ▇▇▇▇ of sale and duly executed counterpart to an assignment and assumption agreementtransfer agreement transferring the Interests to Buyer free and clear of all Liens (other than restrictions on transfers under applicable securities laws, if any) in a form that is customary and reasonably acceptable to each Party and consistent with the terms of this Agreement (the “Assignment and Transfer Agreement”); (ii) to Buyer, a certificate duly executed and completed by the entity that is treated as the owner of the Company for U.S. federal income tax purposes, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth specified in Treasury Regulations Section 1.1445-2(b)(22(b)(2)(iv), certifying such entity’s non-foreign status; (iii) to Buyer, a duly executed counterpart to the Transition Services Agreement; (iv) to Buyer and the Payment Agent, a duly executed counterpart to the Payment Agent Agreement; (v) to Buyer, a certificate executed by a duly authorized officer of Seller as to the satisfaction of the conditions set forth in Section 7.2(a) and Section 7.2(b); (vi) to Buyer, confirmation in form and substance reasonably acceptable to Buyer that the Tail Policy has been purchased in accordance with Section 6.9(b); (vii) to Buyer, letters of resignation from each of the Persons set forth on Section 3.2(a)(vii) of the Company Disclosure Schedule, evidencing the resignation of each such Person from all manager or officer positions with respect to the Company; (viii) certified copies of all duly adopted shareholdersto Buyer, membersevidence, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien of the release of all Liens (other than Permitted Liens)) with respect to the Interests and the assets of the Company; provided, including but not limited tohowever, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by that to the extent such Liens arise pursuant to the terms of the Real Property LeasesDebt Agreements, (xiii) a certificate of good standing the obligation of Seller to deliver evidence, in form and each substance reasonably satisfactory to Buyer, of the release of such Liens thereunder shall be satisfied by Seller Party, issued as delivering to Buyer a copy of a recent date certificate, instrument, document or agreement executed by its State of incorporation the Administrative Agent (as defined in the Credit Agreement) or formationthe Collateral Agent (as defined in the Credit Agreement), as applicable, (xivA) acknowledging the Joinder release of the guarantee by the Company of the obligations under the Credit Agreement signed and the release of all Liens (other than Permitted Liens) with respect to the Interests and the assets of the Company that secure the obligations under the Credit Agreement, (B) agreeing to file, or authorizing the filing of, an applicable UCC termination statement with respect to the Company, and (C) agreeing to execute releases of all filings made by the Administrative Agent or Collateral Agent, as applicable, in the U.S. Patent and Trademark Office with respect to Trademarks owned by the Company and agreeing to file or authorizing the filing of such releases in the U.S. Patent and Trademark Office, in each Seller Partycase of this clause (viii), effective immediately after upon the consummation of the MergerClosing; (ix) to Buyer, substantially evidence, reasonably satisfactory to Buyer, of the termination of all Affiliate Agreements in accordance with Section 6.11; (x) to Buyer, evidence, reasonably satisfactory to Buyer, of the resignation or termination of the executory authority of each authorized signatory listed on Section 4.21 of the Company Disclosure Schedule; (xi) to Buyer, duly executed Intellectual Property or Intellectual Property Rights transfer or assignment agreements reasonably satisfactory to Buyer for: (A) the Trademarks that Parent owns as set forth on Section 4.8(a)(i) of the Company Disclosure Schedule; and (B) the domain names for which Parent is the registered owner as set forth on Section 4.8(a)(ii) of the Company Disclosure Schedule; (xii) to Buyer, the Required Consents; and (xiii) to Buyer, accurate and complete copies of the Company’s Organizational Documents and, to the extent in the form Company’s or Seller’s possession, minute books and records of Exhibit D (all meetings and actions taken by written consent of the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate member of the TransactionsCompany. (b) At the Closing, Buyer shall deliver deliver, or cause to Seller be delivered, the following: (i) to the Payment Agent, the Closing Purchase Price and the Customer #1 Change of Control Payment, for further distribution to Seller on the Closing Date by the Payment Agent in accordance with Section 2.7, the Payment Agent Agreement; (ii) to Seller, a duly executed counterparts counterpart to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement Transfer Agreement; (iii) to Seller, a certificate executed by a duly authorized officer of Buyer as to the satisfaction of the conditions set forth in Section 7.3(a) and Section 7.3(b); (Biv) to Seller, a duly executed counterpart to the Transition Services Agreement; (v) to Seller and the Payment Agent, a duly executed counterpart to the Payment Agent Agreement; and (iiivi) all to Seller, a duly executed bound copy of the documents Buyer R&W Insurance Binder and instruments required to be delivered by form of Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunderR&W Insurance Policy.

Closing Date Deliveries. (a) At Allied's Deliveries to the ClosingCompany and Crown. On the Closing Date, Seller ----------------------------------------------- Allied shall deliver or cause to be delivered to Buyer each the Company and Crown, duly executed copies, as appropriate, of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: : (i) counterparts a Certificate of a ▇▇▇▇ Incorporation of Allied (certified by the Secretary of State of Delaware, dated within two (2) weeks prior to the Closing) and By-Laws of Allied (certified by the Secretary thereof as of the Closing), (ii) Certificate of Formation of the Company (certified by Secretary of State of Delaware dated within two (2) weeks prior to the Closing), (iii) general assignments and warranty bills of sale in a form to be agreed upon by the parties prior to the Closing Date executed by Allied transferring the Purchased Assets to the Company, free and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance clear of all Liens, except the Permitted Exceptions and Bank Lien, (iv) recordable special warranty deeds (recordable quitclaim deed for parcel 22 as identified in Chicago Title Insurance Company Commitment P99320 dated September 22, 1999) in a form to be agreed upon by the parties prior to the Closing Date to transfer the Owned Real Property to the Company, subject only to the Real Estate Permitted Exceptions, (v) any applicable federal, provincial or local tax clearance certificate from the appropriate jurisdiction in which the Purchased Assets are located (including, without limitation, clear realty tax certificates or statements of taxes showing no owing balance from the relevant government agencies), (vi) good standing certificates of Allied and the Company each from the Secretary of State of Delaware, dated within two (2) weeks prior to the Closing, (vii) tax, lien and judgment searches, dated within two (2) weeks of Closing, showing no Liens, on any of the Purchased Assets (other than or Interests, except for the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of Existing Liens, all of which will be released at Closing, (viii) a resignation by the Assumed Liabilities relating to the applicable Station(s)other officers, (ii) counterparts of an assignment directors, managers and other officials of the Station Licenses from the appropriate Seller PartyCompany, substantially in the form of Exhibit B if any, as may be requested by Crown, (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (vix) all of the documents documents, instruments and instruments opinions required to be delivered by Seller Allied pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, 6, (x) a Form W-9 properly completed evidence of release of all Liens on the Purchased Assets and duly executed by Seller in form and substance reasonably satisfactory Interests, including, without limitation, the Existing Liens, but excluding the Permitted Exceptions, with respect to Buyer, only the Purchased Assets, (xi) any documents evidence of payment in full of Allied's indebtedness pursuant to the Great Bend Bonds or other deliveries that may be the representations, warranties, agreements and documentation described in Section 5.8(B), (xii) those tax registration certificates reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, Crown, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, the Indemnity Security Agreement, (xiv) the Joinder Agreement signed by each Seller Partysubject to Section 5.9, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D a lease (the “Joinder Agreement”)"Manufacturing Lease") for Tracts 1 and 4 in Great Bend, and (xv) such other documents and instruments Kansas, as are reasonably necessary to consummate the Transactions. (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunder.described on Exhibit 1.2

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller the Company shall deliver or cause to be delivered to Buyer each of the followingPurchaser: (i) Note in the form attached as Exhibit A; (ii) Warrant in the form attached as Exhibit B; (iii) The executed Registration Rights Agreement in the form attached as Exhibit C; (iv) The executed Subsidiary Guaranty in the form attached as Exhibit D and the executed and acknowledged Mortgage in the form attached as Exhibit E, in each case, to the extent applicable, duly case executed by Seller or the applicable Seller Party: (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, Operating Subsidiary; (v) all of The executed Environmental Compliance And Indemnification Agreement in a form attached as Exhibit G and executed by the documents Company and instruments required to be delivered by Seller pursuant to Article VII, the Operating Subsidiary; (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating The opinions of counsel referred to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, in Section 6.5 below; and (vii) a duly executed A certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2Secretary of the Company and of the Operating Subsidiary (the "Secretary's Certificates"), in form and substance satisfactory to the Purchaser, certifying as follows: (viiiA) certified that attached to the Secretary's Certificate is a true and complete copy of the Articles of Incorporation of the Company and the Operating Subsidiary, as amended, including any and all certificates of designation; (B) that a true copy of the Bylaws of the Company and the Operating Subsidiary, as amended to the Closing Date, is attached to the Secretary's Certificate; (C) that attached thereto are true and complete copies of all duly adopted shareholders, members, board the resolutions of director, governing body or other the Board of Directors of the Company and of the Operating Subsidiary authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements documents, instruments and certificates required to be executed by Seller, including each in connection herewith and approving the consummation of the Transactionstransactions in the manner contemplated hereby including, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges the authorization, execution, issuance, and delivery of mortgages this Agreement, the Warrant, the Note, the Mortgage, the Registration Rights Agreement, the Subsidiary Guaranty, and UCC termination statements, the Environmental Compliance And Indemnification Agreement; (xiiD) any transfer notices reasonably required by the terms names and true signatures of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation officers of the Merger, substantially of the Company and of the Operating Subsidiary signing this Agreement and all other documents to be delivered in the form of Exhibit D connection with this Agreement; (the “Joinder Agreement”), and (xvE) such other documents and instruments matters as are required by this Agreement; and (F) such other matters as the Purchaser may reasonably necessary to consummate the Transactionsrequest. (b) At On the ClosingClosing Date, Buyer the Purchaser shall deliver to Seller the Company: (i) the Closing Date Payment in accordance with Section 2.7, The Purchase Price; and (ii) duly The executed counterparts to (A) the ▇▇▇▇ of Sale Registration Rights Agreement. 4 Representations and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all Warranties of the documents Company. The Company hereby represents and instruments required warrants to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunder.Purchaser that:

Closing Date Deliveries. (1) Purchaser shall pay to Seller the Deposit on the Business Day (the “Closing Date”) on which: (a) At Purchaser has received the Closingdocuments, Seller shall deliver agreements and evidence set out in Part 1 of Schedule K in form and substance satisfactory to it; and (b) the other conditions set out in Schedule K are satisfied, fulfilled or cause waived (by the Party entitled to be delivered to Buyer each the benefit of the followingrelevant condition); which date shall not be later than June 1, 2023 (or such later date as Purchaser may agree in each caseits sole and unfettered discretion). (2) Each of the conditions set forth in: (a) Part 1 of Schedule K is for the exclusive benefit of Purchaser and may only be waived by it in its sole discretion; and (b) Part 2 of Schedule K is for the exclusive benefit of Seller and may only be waived by it in its sole discretion. (3) Each Seller PSA Entity agrees that, as part of Purchaser reviewing the matters referred to in Part 1 of Schedule K, Purchaser may identify matters that in its opinion require amendments to a Copper Stream Document which must be entered into before the Closing Date. If it does so identify any such matter, then Purchaser will notify the Seller PSA Entities of the amendments and propose a draft amending agreement (or draft amendment and restatement of this Agreement). The Seller PSA Entities must then promptly enter into the amendment agreement (or amendment and restatement) and provide all other documents and evidence in connection with the entry into of it reasonably requested by Purchaser. If Purchaser has notified the Seller PSA Entities that an amendment agreement (or an amendment or restatement) is required, the Seller PSA Entities agree that Purchaser shall have no obligation to advance the Deposit until Purchaser notifies the Seller PSA Entities that the amendment agreement (or amendment and restatement) has been entered into and all other documents and evidence in connection with the entry into of it reasonably requested by Purchaser have been provided to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts satisfaction of a Purchaser. ▇▇▇▇▇▇▇▇▇ of sale and assignment and assumption agreement, substantially in agrees to notify the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the TransactionsPSA Entities promptly upon being so satisfied. (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunder.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller Company and Shareholders shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly following validly executed by Seller or the applicable Seller Party: instruments: (i) counterparts certified copy of a ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all resolutions of the Purchased Assets (other than Board of Directors and shareholders of Company authorizing the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery execution and performance of this Agreement and the Ancillary Agreements by Sellertransaction contemplated hereby; (ii) validly executed assignments of all leases listed on the Company Disclosure Schedule and all required lessor's consents to such assignments, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller satisfactory in form and substance reasonably satisfactory to Buyer; (iii) validly executed assignments of all contracts to be assumed by Buyer as set forth on the Company Disclosure Schedule, together with such additional contracts as the Company may have entered into between the Effective Date and Closing, together with all necessary third party consents to such assignments, satisfactory in form and substance to Buyer; (iv) ▇▇▇▇ of sale for all Assets being purchased by Buyer, satisfactory in form and substance to Buyer; (v) an opinion of Jaffe, Raitt, Heuer & ▇▇▇▇▇, Professional Corporation, counsel to Company and Shareholders required by Section 8.2.3; (vi) the closing certificate required by Sections 8.2.1 and 8.2.2; (vii) lien releases for any Assets being purchased hereunder, subject to Buyer paying or assuming the related liabilities, satisfactory in form and substance to Buyer; (viii) assignments in recordable form with the applicable trademark, patent or copyright office of all Company Intellectual Property being purchased or transferred hereunder, satisfactory in form and substance to Buyer; (ix) validly executed assignments of title for all vehicles being purchased hereunder, so that the titles may be transferred to Buyer; (x) the executed Escrow Agreement; (xi) any the documents or other deliveries that may be reasonably requested required by Buyer to clear or otherwise remedy any defect or Lien Sections 5.5(e) and (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, f) herein; (xii) any transfer notices reasonably required the Employment Agreement described in Section 8.2.5 hereof, executed by the terms of the Real Property Leases, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; (xiii) a certificate of good standing of Seller and each Seller Partythe Non-Compete Agreement described in Section 8.2.6 hereof, issued as of a recent date executed by its State of incorporation or formation, as applicable, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇; and (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other instruments or documents and instruments as are necessary or reasonably necessary desirable to consummate the TransactionsTransaction, all satisfactory in form and substance to Buyer. (b) At On the ClosingClosing Date, Buyer shall deliver to Seller Company the following validly executed instruments: (i) the Closing Date Payment in accordance with Section 2.7, Two Million Four Hundred and Fifty Thousand Dollars ($2,450,000) payable to Company by wire transfer of immediately available funds; (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services The Escrow Agreement, ; (iii) all Certified copy of resolutions of the documents Board of Directors of Buyer authorizing the execution and instruments required to be delivered by Buyer pursuant to Article VII, performance of this Agreement and the Transaction contemplated hereby; (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements Opinion of counsel to Buyer as required by Section 8.3.3; (v) The closing certificate required by Sections 8.3.1 and 8.3.2; (vi) The Employment Agreement described in Section 8.2.5 hereof signed by the Buyer; (vii) The Non-Compete Agreement described in Section 8.2.6 hereof signed by the Buyer; (viii) Assumption agreement for all liabilities being assumed by Buyer, satisfactory in form and substance to Seller; and (ix) Such other instruments or for documents necessary or desirable to consummate the Transaction, all satisfactory in form and substance to Buyer. (c) On the Closing Date, Buyer shall deliver to assume Escrow Agent the Assumed Liabilities thereunderfollowing validly executed instruments: (i) The executed Escrow Agreement; and (ii) One Hundred Thousand Dollars ($100,000) by wire transfer.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller the Company and the Shareholders, as applicable, shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: : (i) counterparts Copy of the Articles of Incorporation of the Company, certified as of a ▇▇▇▇ recent date by the Washington Secretary of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), State; (ii) counterparts Certificate of an assignment Existence of the Station Licenses from the appropriate Seller Party, substantially in the form Company as of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations a recent date issued by the FCC primarily relating to the applicable Station(s), Washington Secretary of State; (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all Officer's Certificate of the documents and instruments required to be delivered by Seller pursuant to Article VIICompany, (vi) specific assignment and assumption agreements duly executed by Seller or dated the appropriate Seller PartyClosing Date, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, as to (xiw) no amendments to the Articles of Incorporation of the Company since July 16, 1998; (x) Bylaws of the Company; (y) resolutions of the Board of Directors of the Company authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; and (z) incumbency and signatures of the officers of the Company executing this Agreement and any documents or other deliveries that may be agreement executed and delivered in connection herewith; (iv) Stock certificates evidencing the Acquired Shares, together with executed stock assignments in form reasonably requested appropriate for transfer; (v) A Protective Covenant Agreement executed by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens▇▇▇▇▇, substantially in the form of EXHIBIT 2.5(a)(v), including but not limited toattached hereto; (vi) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, discharges counsel to the Company, in the form of mortgages and UCC termination statementsEXHIBIT 6.2.5, attached hereto; and (xiivii) any transfer notices reasonably The certificates required by Sections 6.2.1 and 6.2.2. (b) On the terms Closing Date, Buyer shall deliver the following: (i) To each Shareholder, that portion of the Real Property LeasesPurchase Price due to such Shareholder in accordance with Section 2.2; (ii) The certificates required by Sections 6.3.1 and 6.3.2. (iii) Copies of Buyer's Certificate of Formation, certified as of a recent date by the Delaware Secretary of State; (xiiiiv) a certificate Certificate of good standing of Seller and each Seller Party, Buyer issued as of a recent date by its State the Delaware Secretary of incorporation or formationState; (v) Officer's Certificate of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as applicableto (x) no amendments to the Certificate of Formation since November 25, 1998; (xivy) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation resolutions of the Merger, Board of Directors of Buyer authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; and (z) incumbency and signatures of the officers of Buyer executing this Agreement and any agreement executed and delivered in connection herewith; and (vi) Opinions of counsel to Buyer substantially in the form of Exhibit D EXHIBIT 6.3.3(a) and (the “Joinder Agreement”b), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactionsattached hereto. (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunder.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller the Company, the Shareholders, and the General Partners, as applicable, shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: : (i) counterparts Copy of the Articles of Incorporation of the Company, certified as of a ▇▇▇▇ recent date by the Washington Secretary of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), State; (ii) counterparts Certificate of an assignment Existence of the Station Licenses from the appropriate Seller Party, substantially in the form Company as of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations a recent date issued by the FCC primarily relating to Washington Secretary of State and certificates of qualification as a foreign corporation as of a recent date in those states where the applicable Station(s), Company is so qualified; (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all Officer's Certificate of the documents and instruments required to be delivered by Seller pursuant to Article VIICompany, (vi) specific assignment and assumption agreements duly executed by Seller or dated the appropriate Seller PartyClosing Date, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, as to (xiw) no amendments to the Articles of Incorporation of the Company since the date of the certification by the Washington Secretary of State of the Articles of Incorporation of Company provided pursuant to Section 2.5(a)(i); (x) Bylaws of the Company; (y) resolutions of the Board of Directors of the Company and the Shareholders authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; and (z) incumbency and signatures of the officers of the Company executing this Agreement and any documents or other deliveries that may be agreement executed and delivered in connection herewith; (iv) Stock certificates evidencing the Company Shares being sold to Buyer hereunder, together with duly executed stock assignments in form reasonably requested appropriate for transfer, and copies of the stock certificates evidencing the Company Shares redeemed by Buyer the Company pursuant to clear or otherwise remedy any defect or Lien Section 8.14 marked cancelled, together with copies of duly executed stock assignments to the Company in respect of such stock certificates; (other than Permitted Liens)v) An opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, including but not limited tocounsel to the Company, discharges in the form of mortgages and UCC termination statementsExhibit 9.2.3, attached hereto; (xiivi) any transfer notices reasonably The certificates required by the terms Sections 9.2.1 and 9.2.2; (vii) The stock register and minute book of the Real Property LeasesCompany; (viii) Executed letters of resignation from each of the Company's current officers and its sole director; and (ix) A copy of the Escrow Agreement executed by the Shareholders and Escrow Agent, substantially in the form of Exhibit 2.5(a)(ix) hereto (xiiithe "Escrow Agreement"). (b) On the Closing Date, Buyer shall deliver the following: (i) To Escrow Agent, that portion of the Initial Purchase Price to be remitted to Escrow Agent pursuant to Section 2.1, to each Shareholder, the balance of the Initial Purchase Price due to such Shareholder in accordance with Section 2.1, and to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, the noncompetition payments contemplated by Section 2.6; (ii) The certificates required by Sections 9.3.1 and 9.3.2. (iii) Copies of Buyer's Certificate of Incorporation, certified as of a certificate recent date by the Delaware Secretary of State; (iv) Certificate of good standing of Seller and each Seller Party, Buyer issued as of a recent date by its the Delaware Secretary of State; (v) Officer's Certificate of Buyer, dated the Closing Date, in form and substance reasonably satisfactory to the Company, as to (a) no amendments to the Certificate of Incorporation since the date of the certification by the Delaware Secretary of State of incorporation or formation, as applicable, the Certificate of Incorporation of Buyer provided pursuant to Section 2.5(b)(i); (xivb) the Joinder Agreement signed by each Seller Party, effective immediately after Bylaws of Buyer; (c) the consummation resolutions of the MergerBoard of Directors of Buyer authorizing the execution and performance of this Agreement and the Transaction contemplated hereby; and (d) incumbency and signatures of the officers of Buyer executing this Agreement and any agreement executed and delivered in connection herewith; (vi) To the Shareholders, an opinion of counsel to Buyer in substantially in the form of Exhibit D (the “Joinder Agreement”)9.2.3, and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions.attached hereto; and (bvii) At To the ClosingShareholders, Buyer shall deliver to Seller (i) a copy of the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Escrow Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunderBuyer.

Closing Date Deliveries. At the Closing on the Closing Date: (a) At the Closing, Seller The Company shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: Buyer: (i) counterparts an Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") in the form attached hereto as Exhibit B with respect to the Leases, conveying to Buyer the leasehold estate of the Company thereunder subject only to the Permitted Liens; (ii) a ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C hereto, which shall convey and transfer the Purchased Assets which are personal property to Buyer, free and clear of all Liens other than Permitted Liens; (iii) all such other bills of sale, lease as- signments, intellectual property assignments, contract assignments and other documents and instruments of sale, assignment, conveyance and transfer, as Buyer or its counsel may deem reasonably necessary or desirable in order to effect the “Transition Services Agreement”transfer of the Purchased Assets to Buyer, including an assignment of all warranties and guaranties, if any, of manufacturers, suppliers and con- tractors in effect at the date of the Closing which re- late to the Real Property or the personal property which is among the Purchased Assets located thereon or used in connection therewith or with the business of the Cen- ters, together with originals of such documents to the extent in the possession of the Company or any of its Affiliates or Affiliates of the Stockholders (such as- signment may be general in nature and need not list or itemize specific warranties or guaranties, but in such event the Company shall cooperate with Buyer (at Buyer's expense with respect to out-of-pocket expenses) subse- quent to the Closing in connection with the identifica- tion of any such warranties or guaranties which may be- come applicable or enforceable, such agreement to sur- vive the Closing), ; (iv) a special warranty or limited warranty bargain and sale without covenant deed or deeds (as applicable in accor- dance with conveyancing requirements in effect in the customary form state in which an Owned Property is located) for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, Property to be conveyed to Buyer; (v) all of third party consents and estoppel certificates obtained by the documents and instruments required to be delivered by Seller pursuant to Article VII, Company in accordance with this Agreement; (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board minutes or unanimous written consents of director, governing body or other authorizing resolutions necessary to authorize the Board of Directors and stock- holders of the Company approving the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactionstransactions contemplated under this Agreement; (vii) originals, (x) a Form W-9 properly completed if available, or copies in the possession of the Company or any Affiliates of the Com- pany or of the Stockholders, of all certificates of oc- cupancy, licenses, permits, certifications and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably approvals required by law and issued by Governmental Authorities having jurisdiction over the terms Real Property; (viii) assignments of (a) all of the Company's right, title and interest in all property damage claims relating to the Purchased Assets against insurance com- panies except for claims for damage that the Company has theretofore repaired; and (b) all of the Company's right, title and interest in all claims for awards by reasons of the taking of any portion of the Real Prop- erty in condemnation or eminent domain; and a good cer- tified or official bank check in the amount of such in- surance proceeds (and the amount of any deductibles) and condemnation awards received by the Company in payment in whole or in part of any of the aforementioned claims after August 31, 1995 and not applied to the restoration of the Purchased Assets; (ix) as soon following the Closing as practi- cable but in any event within 10 days following the Closing Date, all records and files relating to the op- eration and maintenance of the Real Property Leases, (xiii) a certificate of good standing of Seller such rec- ords and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation files to include executed original counterparts of the Mergerapplicable Lease, substantially the Company's original counter- parts of all operating agreements, easement agreements, easements, subleases, license agreements, service con- tracts and other agreements relating to the use, occu- pancy, operation or maintenance of or otherwise affect- ing the Real Property, current tax bills, fuel bills, and current water, sewer, other utility bills, copies of all protests, pleadings and other relevant records re- lating to protests or proceedings with respect to Taxes, repair and maintenance records and the like which affect or relate to the Real Property); (x) as soon following the Closing as practi- cable but in any event within 10 days following the Closing Date, a complete set of all plans, drawings, surveys, blueprints and specifications in the form possession of Exhibit D the Company or any Affiliate of the Company or of any Stockholder relating to the buildings and improvements constituting part of the Real Property; (xi) certification that the “Joinder Agreement”), Company is a "United States Person" as required under Section 1445 of the Code and a statement of the Company's taxpayer iden- tification number for federal income tax purposes; and (xvxii) such other documents and instruments to be delivered by the Company hereunder, including without limitation, the documents to be delivered pursuant to Article VIII here- of, or as are Buyer or its counsel may reasonably necessary request to consummate carry out the Transactionspurposes of this Agreement. (b) At the Closing, Buyer shall deliver to Seller the Company: (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required payment to be delivered by Buyer pur- suant to Section 2.3 of this Agreement; (ii) certified copies of minutes or unanimous written consents of the Board of Directors of Buyer ap- proving the execution, delivery and performance of this Agreement and the consummation of the transactions con- templated under this Agreement; (iii) an executed Assumption Agreement, pursu- ant to which Buyer shall assume the Assumed Liabilities, in substantially the form attached hereto as Exhibit D ("Assumption Agreement"); and (iv) such other documents to be delivered by Buyer hereunder, including, without limitation, the doc- uments to be delivered pursuant to Article VIIIX hereof, or as the Company or its counsel may reasonably request to carry out the purposes of this Agreement. (ivc) specific assignment and assumption agreements duly executed Buyer shall deliver to the Escrow Agent the payment to be delivered to the Escrow Agent by Buyer relating pursuant to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunderSection 2.3 of this Agreement.

Closing Date Deliveries. The following deliveries shall take place on each Closing Date with respect to the relevant Transferors. To the extent expressly permitted by each subcharterer of each Transferor Vessel transferred hereunder by Vanguard and Colas, Acquiror or its nominees intend to reregister such Transferor Vessels under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands; provided, however, absent any such subcharterer’s permission, Acquiror or its nominee shall reregister the relevant Transferor Vessel under the Bahamian flag. It is the intent of Acquiror or its nominee to reregister the Transferor Vessels to be transferred by Clipper Bulk under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands, in which case each such Transferor Vessel shall not be reregistered in any jurisdiction prior to delivery to Acquiror or its nominee hereunder, however, Acquiror or its nominee may elect to reregister the Transferor Vessel to be transferred by Clipper Bulk under the Liberian flag, upon written notice to Clipper Bulk not less than ten (10) days prior to the Second Closing or the Third Closing, as the case may be, whereupon the relevant nominee shall reregister such Transferor Vessel under the Liberian flag immediately prior to delivery to Acquiror or its nominee hereunder. (a) At the Closing, Seller Each Transferor shall deliver to Acquiror or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller its nominee for its relevant Transferor Vessel or the applicable Seller Party: Transferor Vessels: (i) counterparts Four (4) original Bills of a Sale, notarized, transferring title of such Transferor’s Transferor Vessel, free from all Liens, in form reasonably acceptable to Acquiror and acceptable for registration under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands or the Bahamas, as the case may be, and in the event that the Transferor Vessels to be transferred by Clipper Bulk are registered under the Republic of the ▇▇▇▇▇▇▇▇ Islands, in addition to the foregoing, four (4) original Bills of Sale, notarized, transferring title of such Transferor Vessel to Clipper Nominee free from all Liens, in form reasonably acceptable to Acquiror and acceptable for registration under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands. (ii) One (1) original certified copy of, in respect of Vanguard, its Certificate of Formation and Limited Liability Company Agreement, and in respect of each of Colas and Clipper Bulk, their respective Memorandum and Articles of Association. (iii) One (1) original copy of the Meeting Minutes of the Board of Directors or equivalent body, and as applicable, equity holders, of such Transferor (certified by its Secretary), notarized, authorizing the sale of such Transferor’s Transferor Vessel, the related Vessel Assets, the related Vessel Personal Property, and the related Vessel Warranties, if any, and authorizing the execution and delivery of and performance by such Transferor of its obligations under, this Agreement, the relevant ▇▇▇▇ of sale Sale, the Protocol of Delivery and assignment all other documents to be delivered under this Agreement, or otherwise necessary or convenient for the purpose of concluding the sale. (iv) Power of Attorney (where required), notarized and assumption agreementapostilled, substantially of such Transferor in favor of the form of Exhibit A (party or parties signing this Agreement, the “relevant ▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (any other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant under this Agreement on behalf of such Transferor. (v) Two (2) originals of a Protocol of Delivery and Acceptance with respect to Article VIIsuch Transferor Vessel, in form satisfactory to Acquiror, which shall be signed on behalf of each of the Transferor and the Acquiror or its nominee. (vi) specific assignment Commercial Invoice describing the Transferor Vessel, the date of this Agreement, the Vessel Delivery Date and assumption agreements duly executed by Seller or time, the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer allocable portion of the Purchase Price and the relevant Vessel Personal Property Payment (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, in duplicate with supporting invoices). (vii) One (1) certificate issued by the relevant Registrar of Ship’s Registry dated the Vessel Delivery Date confirming that the Transferor Vessel is owned by such Transferor and that it is free from registered Liens and other registered encumbrances, and in the event that the Transferor Vessels to be transferred by Clipper Bulk are registered under the Republic of the ▇▇▇▇▇▇▇▇ Islands, in lieu of the foregoing, a duly executed certificate issued by the Liberian Registry dated the Vessel Delivery Date, in each case confirming that such Transferor Vessel is owned by the entity that transferred ownership of non-foreign status such Transferor Vessel to Clipper Nominee and that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), it is free from registered Liens and other registered encumbrances. (viii) One (1) certified copies photocopy of all duly adopted shareholders, members, board such Transferor Vessel’s Certificate of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation Registry (evidencing ownership of the TransactionsTransferor Vessel by the Transferor), International Tonnage Certificate (evidencing, inter alia, such Transferor Vessel’s GT, NT and BHP), Safety Radio Certificate, Safety Construction Certificate, Safety Equipment Certificate and Loadline Certificate, and in the event that the Transferor Vessels to be transferred by Clipper Bulk are registered under the Republic of the ▇▇▇▇▇▇▇▇ Islands, in lieu of the foregoing, a certificate issued by the Liberian Registry (evidencing ownership of the relevant Transferor Vessel by the entity that transferred ownership of the relevant Transferor Vessel to Clipper Nominee), International Tonnage Certificate (evidencing, inter alia, such Transferor Vessel’s GT, NT and BHP), Safety Radio Certificate, Safety Construction Certificate, Safety Equipment Certificate and Loadline Certificate. (ix) An original Confirmation of Class Certificate, issued by the relevant classification society and dated not more than three (3) Business Days prior to the relevant Vessel Delivery Date, stating that such Transferor Vessel is in class with no outstanding recommendations affecting class (unless otherwise mutually agreed). (x) a Form W-9 properly completed One (1) original Classification Society Statement or Affidavit, dated not more than three (3) Business Days prior to the relevant Vessel Delivery Date, such statement or affidavit must contain: (a) A statement that there are no existing conditions, recommendations and duly executed by Seller in form and substance reasonably satisfactory deficiencies against the Transferor Vessel’s classification outstanding as of the date of such statement. (b) A list of the Statutory Certificates which the Transferor Vessel’s Classification Society is prepared to Buyerissue on behalf of the Republic of the ▇▇▇▇▇▇▇▇ Islands. (c) The status of all current relevant Statutory Surveys, setting forth the dates of completion of each. (d) A statement that there are no apparent reasons known to the Society, that such Transferor Vessel is not fit to proceed to sea. (xi) any documents or In the event that the Transferor Vessel is to be registered under a new flag, one (1) original Letter of Undertaking of Transferor in form satisfactory to Acquiror to delete the Transferor Vessel from the current Ship’s Registry and to deliver to Acquiror a Certificate of Deletion within four (4) weeks after the relevant Vessel Delivery Date. Such Certificate of Deletion is to provide that the relevant Transferor Vessel was free of Liens and other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges registered encumbrances on the date of mortgages and UCC termination statements, such certificate. (xii) any transfer notices reasonably required by the terms One (1) Certificate of Good Standing of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, Transferor issued as of a recent date prior to the Closing Date. (xiii) In the event that the Transferor Vessel is to be registered under a new flag, an original letter of undertaking of Transferor in form reasonably satisfactory to Acquiror to request, without further responsibility, and in the case of the Transferor Vessels to be transferred by its State Clipper Bulk, to request the relevant entity that transferred ownership of incorporation or formationeach such vessel to Clipper Nominee to request the current Ship’s Registry to transmit a certified copy of such Transferor Vessel’s Continuous Synopsis Record (CSR) to the new Ship’s Registry within ninety (90) days after the time of deletion of the Transferor Vessel from the current Ship’s Registry, as applicable, in accordance with the procedures of each Transferor Vessel’s current Ship’s Registry. (xiv) Certificate of Incumbency of officers and directors of such Transferor, or in the Joinder case of Vanguard, authorized representatives of its sole member; (xv) A Certificate from a director, or in the case of Vanguard, the authorized representatives of its sole member, that the representations and warranties contained in this Agreement signed are true and correct as of such Vessel Delivery Date; (xvi) In the event that the Transferor Vessels to be transferred by Clipper Bulk are to be registered in the Republic of ▇▇▇▇▇▇▇▇ Islands, Clipper Bulk and Clipper Nominee shall deliver an affidavit in form reasonably satisfactory to the Republic of ▇▇▇▇▇▇▇▇ Islands Registry confirming that each Seller Partysuch party has not reregistered such Transferor Vessel under any other flag, effective immediately after and such other matters as may be required by such registry. (xvii) Such other documents as are customarily provided in connection with the consummation sale and purchase of similar vessels and as may be reasonably requested by Acquiror. Acquiror shall advise Transferor of such request not less than ten days prior to the relevant Vessel Delivery Date. (xviii) In the event that Clipper Bulk transfers a Substitute Vessel hereunder, Clipper Bulk shall deliver all of the Merger, substantially above documents required and any other documents required to register such Substitute Vessel in the form Republic of Exhibit D the ▇▇▇▇▇▇▇▇ Islands or the Bahamas. Each Transferor Vessel shall be delivered and taken over by Acquiror or its nominee where she is on the relevant Vessel Delivery Date. Each Transferor Vessel shall be delivered to the Acquiror or its nominee (a) in the “Joinder Agreement”)same condition as when inspected pursuant hereto, fair wear and tear excepted, and (xvb) such with her present class maintained, free of recommendations, free of average damage affecting class, and with her classification certificates and national certificates, as well as all other documents certificates the Transferor Vessel had at the time of inspection hereunder, valid and instruments as are reasonably necessary to consummate unextended without recommendation by class or the Transactionsrelevant authorities at the time of delivery. SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE AND THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF EACH TRANSFEROR CONTAINED HEREIN EACH TRANSFEROR VESSEL IS SOLD “AS IS, WHERE IS” IN WHATEVER CONDITION SHE MAY BE WITHOUT ANY ADDITIONAL REPRESENTATION, AGREEMENT OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO PHYSICAL CONDITION, CLASSIFICATION, EQUIPMENT, SEAWORTHINESS, MERCHANTABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER. (b) At Notwithstanding the Closingpreceding subparagraph, Buyer as of the First Closing Date, Acquiror acknowledges and agrees that the existence of any of the following circumstances shall deliver to Seller not be deemed a breach of the above required deliveries: (i) the Closing Date Payment in accordance Transferor Vessel transferred by Vanguard shall be (x) entered into the VOC Pool, and (y) subject to a Technical Management Agreement with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇ ▇▇▇▇▇▇▇▇▇ of Sale and Assignment and Assumption Agreement Maritime Enterprises Co. S.A. and (Bz) subject to the Vanguard Head Charter; and (ii) the Transition Services AgreementTransferor Vessel transferred by Colas shall be subject to (x) a Time Charter between Colas and VOC Bulk Shipping N.V. (the “Colas Time Charter”), provided, such time charter shall terminate on the Charter Completion Date which in any event shall be no later than the Outside Charter Date, and (y) a subject to a Technical Management Agreement with Dockendale Shipping Company Limited. (c) On the First Closing Date, Clipper Bulk shall take all action required to purchase each Transferor Vessel to be transferred by Clipper Bulk from the relevant owner, and nominate Clipper Nominee, to take title to the applicable Transferor Vessel. (d) On the First Closing Date, with respect to each of Vanguard and Colas, (i) as payment of the cash portion of the Purchase Price payable to each such Transferor, Acquiror shall deliver to each such Transferor an amount in cash equal to the product of seventy-five percent (75%) of the IPO Appraised Value of the Transferor Vessels multiplied by such Transferor’s Pro Rata Percentage, less, the Make Whole Amount; (ii) as payment of the stock portion of the Purchase Price payable to each such Transferor, Acquiror shall deliver to Nominee certificates representing the Acquiror Shares allocable to each of Colas and Vanguard based on their respective Pro Rata Percentage in the name of Nominee; (iii) all as payment of the documents Vessel Personal Property Payment payable to each such Transferor, Acquiror shall deliver to each such Transferor, an amount in cash equal to ninety percent (90%) of the amount determined by Acquiror Representatives pursuant to Section 3.01(p), subject to adjustment pursuant to Section 2.03(f) hereof. (e) On the Second Closing Date and instruments required the Third Closing Date, as the case may be, with respect to Clipper Bulk, (i) as payment of the cash portion of the Purchase Price payable to such Transferor, Acquiror shall deliver to Clipper Bulk an amount in cash equal to the product of seventy-five percent (75%) of the IPO Appraised Value of the Transferor Vessels multiplied by such Transferor’s Pro Rata Percentage, allocable to the Transferor Vessel to be delivered transferred as of such date; (ii) as payment of the stock portion of the Purchase Price payable to such Transferor, Acquiror shall deliver certificates representing the Acquiror Shares allocable to such Transferor based on its Pro Rata Percentage, allocable to the Transferor Vessel to be transferred as of such date, in the name of Nominee; and (iii) as payment of each Vessel Personal Property Payment payable to such Transferor, Acquiror shall deliver to such Transferor, an amount in cash equal to ninety percent (90%) of the amount determined by Buyer Acquiror Representatives pursuant to Article VIISection 3.01(p), subject to adjustment pursuant to Section 2.03(f) hereto. (f) With respect to (i) the Transferor Vessel’s transferred hereunder by Vanguard and Colas, within thirty (30) days of the relevant Charter Completion Date, and (ii) the Transferor Vessels transferred hereunder by Clipper Bulk, within thirty (30) days of the Second Closing Date and the Third Closing Date, Acquiror shall cause a third party auditor to recalculate each Vessel Personal Property Payment made pursuant to Section 2.03(d)(iii) or Section 2.03(e)(iii), as the case may be, based upon the actual Vessel Personal Property delivered with each Transferor Vessel. Acquiror shall deliver the results of each such audit to the relevant Transferor (the “VPP Recalculation”). The results of the VPP Recalculation shall be final, binding and conclusive upon each party unless the relevant Transferor objects to the VPP Recalculation in writing to Acquiror within ten (10) days of such Transferor’s receipt thereof (a “Dispute Notice”). If there is no dispute, (ivi) specific assignment and assumption agreements duly executed the amount contained in the VPP Recalculation is greater than the amount paid pursuant to Section 2.03(d)(iii) or Section 2.03(e)(iii), as the case may be, within fifteen (15) days of Acquiror’s delivery of the VPP Recalculation to such Transferor, Acquiror shall deliver an amount in cash equal to the difference between the amount contained in the VPP Recalculation and the amount previously paid to such Transferor, or (ii) and the amount contained in the VPP Recalculation is less than the amount paid pursuant to Section 2.03(d)(iii) or Section 2.03(e)(iii), as the case may be, within fifteen (15) days of Acquiror’s delivery of the VPP Recalculation to such Transferor, such Transferor shall deliver an amount in cash equal to the difference between the amount previously paid to such Transferor and the amount contained in the VPP Recalculation. If a Transferor delivers a Dispute Notice, such Transferor and Acquiror shall promptly meet in an attempt to resolve the dispute in good faith. If a dispute cannot be resolved within ten (10) days of Acquiror’s receipt of same, the parties shall submit the VPP Recalculation, the Dispute Notice and Acquiror’s written response to such Dispute Notice to a mutually agreed third party capable of evaluating Vessel Personal Property within thirty (30) days of its appointment. Such third party’s resolution of the dispute shall be final, binding and conclusive on the parties. (g) Each of Vanguard and Colas, within thirty (30) days of its Transferor Vessel’s Charter Completion Date, shall provide Acquiror with a written statement of the actual expenses incurred by Buyer relating such Transferor on behalf of Acquiror or its nominee, pursuant to any agreements included the relevant technical management agreement, as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume novated, in the Assumed Liabilities thereunder.operation

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller the Emmis Entities shall execute and deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts a bill of sale and assignments, in a form reasonably ▇▇▇▇ of sale and assignment and assumption agreementeptable to Buyer, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of conveying all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Assets, (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller the Emmis Entities pursuant to Article VIIVIII, (iii) copies of the ------------ certificates or articles of incorporation of the Emmis Entities, each certified as of a recent date by the Secretaries of State of the state of their incorporation, (iv) certificates of good standing of the Emmis Entities, each issued as of a recent date by the Secretaries of State of their state of incorporation and the Secretary of State of the State of Colorado (solely as to Emmis Radio), (v) a certificate of the secretary or assistant secretary of each of the Emmis Entities as to the resolutions of its board of directors and stockholders (if applicable) authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any the Emmis Entities Ancillary Agreement, (vi) specific assignment an opinion of the Emmis Entities' legal and assumption agreements duly executed by Seller or communications counsel, dated as of the appropriate Seller PartyClosing Date, relating to any agreements included in the form attached hereto as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) Exhibit A-1 and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunderExhibit A-2, (vii) a duly executed certificate ----------- ----------- certification of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2)status, (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, in accordance with Treas. Reg. § 1.1445-2(b), and (xiviii) any payoff letters together with copies of UCC-3 termination statements executed by the Emmis Entities senior and subordinated lenders, such payoff letters including commitments to file the UCC-3 termination statements following receipt of the payoff amounts as soon as practicable following the Closing and such other documents or other deliveries that and instruments as may be reasonably requested by Buyer necessary to evidence that the Purchased Assets at Closing are free and clear or otherwise remedy any defect or Lien (of all Encumbrances other than Permitted Liens)Encumbrances. (b) On the Closing Date, including but not limited toBuyer shall deliver or cause to be delivered to the Emmis Entities the Purchase Price, discharges payable in the manner described in Section 2.7, and execute and deliver (i) all of mortgages the documents and UCC termination statementsinstruments required ----------- to be delivered by the Buyer pursuant to Article VII, (xiiii) any transfer notices reasonably required by the terms copies of the Real Property Leases, (xiii) a charter or certificate of good standing formation, as ----------- applicable, of Seller and each Seller Partyentity constituting Buyer, issued certified as of a recent date by the secretary of state of its State state of incorporation or formation, as applicable, (xiviii) a certificate of good standing of each entity constituting Buyer, issued as of a recent date by the secretary of state of the state of its incorporation or formation, as applicable, (iv) a certificate of the secretary or assistant secretary of Buyer as to the resolutions of its member(s) or board of directors and stockholders (as applicable) authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any Buyer Ancillary Agreement, (v) the Joinder Agreement signed by each Seller Partyundertaking and assumption described in Section 2.3(a), effective immediately after (vi) a certification of non-foreign status, in -------------- form and substance reasonably satisfactory to the consummation of the MergerEmmis Entities, substantially in the form of Exhibit D (the “Joinder Agreement”accordance with Treas. Reg. § 1.1445-2(b), and (xvvi) such other documents and instruments an opinion of the Buyer's legal counsel, dated as are reasonably necessary to consummate the Transactions. (b) At the Closing, Buyer shall deliver to Seller (i) of the Closing Date Payment Date, in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included form attached hereto as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunder.Exhibit B-1. ----------- Section

Closing Date Deliveries. (a) At the Closing, Seller Administrative Agent shall deliver or cause to be delivered to Buyer have received each of the followingfollowing documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be reasonably acceptable to Administrative Agent and each caseBank: (i) a Note payable to each Bank (if any) requesting same pursuant to Section 2.3, to each in the extent applicableamount of such Bank’s Maximum Credit Amount, duly executed by Seller Borrower; (ii) a copy of the Initial Reserve Report; (iii) a true, correct and complete copy of the executed Delta/Laramie Contribution Agreement, including all exhibits and schedules thereto; (iv) a copy of the articles or certificate of incorporation, certificate of organization, or comparable charter documents, and all amendments thereto, of Borrower accompanied by a certificate that such copy is true, correct and complete, and dated within twenty (20) days prior to the applicable Seller Party: Closing Date (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”or within such other period as acceptable to Administrative Agent), providing for issued by the conveyance of all appropriate Governmental Authority of the Purchased Assets jurisdiction of incorporation or organization of Borrower, and accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower that such copy is true, correct and complete; (v) a copy of the bylaws, regulations, operating agreement or comparable charter documents, and all amendments thereto, of Borrower accompanied by a certificate of the Secretary or comparable Authorized Officer of Borrower that such copy is true, correct and complete; (vi) certain certificates and other than documents issued by the Owned Real Property and the Station Licenses) appropriate Governmental Authorities of such jurisdictions as Administrative Agent has requested relating to the applicable Station(s) existence of Borrower and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially effect that Borrower is in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating good standing with respect to the applicable Station(s), (iii) payment of franchise and similar Taxes and is duly executed counterparts of a transition services agreement, substantially qualified to transact business in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, jurisdictions; (vii) a duly executed certificate of non-foreign status that meets incumbency of all officers of Borrower who will be authorized to execute or attest to any Loan Paper, executed by the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), Secretary or comparable Authorized Officer of each such Credit Party; (viii) certified copies of all duly adopted shareholders, members, board of director, governing body resolutions or other comparable authorizations approving the Loan Papers to be delivered on or before the Closing Date and authorizing resolutions necessary to authorize the execution, delivery and performance of transactions contemplated by this Agreement and the Ancillary Agreements other Loan Papers to be delivered on or before the Closing Date, duly adopted by Seller, including the consummation members or board of managers (or comparable authority) of Borrower accompanied by certificates of the TransactionsSecretary or comparable officer of Borrower that such copies are true and correct copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the bylaws or comparable charter documents of Borrower) by the unanimous written consent of the members or board of managers (or comparable authority) of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified, or revoked in any respect, and are in full force and effect; (ix) a certificate signed by an Authorized Officer of Borrower certifying that Borrower has received all consents, approvals, registrations or filings required by Section 7.2 and that each such consent, approval, registration and filing is in full force and effect, together with copies of each such consent, approval, registration or filing; and (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after an Authorized Officer of Borrower certifying that the consummation of the Merger, substantially representations and warranties contained in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions. (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption this Agreement and (B) the Transition Services Agreement, (iii) other Loan Papers are true and correct in all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunderrespects.

Closing Date Deliveries. (a) At the Closing, the Seller Parties shall deliver or cause to be delivered to the Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a ▇b▇▇▇ of sale and assignment and assumption agreement, agreement from the Seller Parties in substantially in the form of Exhibit A B (the “▇B▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property Property, the Seller FCC Authorizations, and the Station Licenses) relating all other assignable Governmental Permits exclusively related to the applicable Station(sStation) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses Seller FCC Authorizations from the appropriate Seller Party, in substantially in the form of Exhibit B C (the “Assignment of Station Licensesthe Seller FCC Authorizations”), assigning to the Buyer (or its permitted assignee) the Station Licenses Seller FCC Authorizations and all other assignable Governmental Authorizations issued by the FCC primarily relating Permits exclusively related to the applicable Station(s)Station, (iii) duly executed counterparts of a transition services agreement, agreement from the appropriate Seller Party in substantially in the form of Exhibit C D (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to the Buyer (or its permitted assignee) the Owned Real Property, in form and substance reasonably satisfactory to Buyer, (v) all of the documents and instruments required to be delivered by the Seller Parties pursuant to Article VIIVIII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, Parties relating to any agreements included as Purchased Assets that the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements to the Buyer (or its permitted assignee) and for the Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), FIRPTA Certificate from each Seller Party and (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are the Buyer has determined to be reasonably necessary to consummate the Transactionstransactions contemplated hereby. (b) At the Closing, the Buyer shall deliver to the Seller Parties (i) the Closing Date Payment in accordance with Section 2.7by wire transfer of immediately available federal funds pursuant to wire instructions that Seller Parties shall provide, (ii) duly executed counterparts to (A) the ▇B▇▇▇ of Sale and Assignment and Assumption Agreement and Agreement, (Biii) the Transition Services Agreement, (iiiiv) all of the documents and instruments required to be delivered by the Buyer pursuant to Article VII, (ivv) specific assignment and assumption agreements duly executed by the Buyer relating to any agreements included as Purchased Assets that are the Buyer or the Seller Parties have determined to be reasonably necessary to assign such agreements to the Buyer or and for the Buyer to assume the Assumed Liabilities thereunder, and (vi) such other documents and instruments as the Seller Parties have determined to be reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. (a) At On the ClosingMerger Closing Date, Parent shall cause Seller to join in, and become a party to this Agreement by causing Seller to execute and deliver to Buyer a Joinder Agreement, substantially in the form attached hereto as Exhibit C (the “Joinder Agreement”). (b) On the Closing Date, Parent shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a ▇▇▇▇ of sale and assignment from Seller and assumption agreementOption Party, in substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”)B, providing for the conveyance of conveying all of the Purchased Assets (other than the Owned Real Property described in Schedule 3.10(a) applicable to the Station and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(sSeller FCC Authorizations), (ii) counterparts an Assignment of an assignment of the Station Licenses Seller FCC Authorizations from the appropriate Seller Option Party, in substantially in the form of Exhibit B (the “Assignment of Station Licenses”)D, assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the Seller FCC primarily relating to the applicable Station(s)Authorizations, (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property described in Schedule 3.10(a) applicable to the Station, (iv) any documents or other deliveries that may be reasonably requested by Buyer in order to clear or otherwise remedy any defect, Encumbrance (other than Permitted Encumbrances) or other limitation with respect to Seller’s title to such Owned Real Property, including any commercially reasonable title affidavit and/or gap indemnity that may be required by Buyer’s title insurance company to insure title to Owned Real Property at Closing, (v) all of the documents and instruments required to be delivered by Seller or Option Party pursuant to Article VIIVIII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, and Option Party relating to any agreements included agreement listed as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the an “Assumed Liabilities thereunderContract” on Schedule 3.17, (vii) copies of the certificates of incorporation or certificates of formation of Seller or Option Party, certified as of a duly executed certificate recent date by the Secretary of non-foreign status that meets State of the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2)State of Delaware, (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate certificates of good standing of Seller and each Seller Option Party, each issued as of a recent date by its the Secretary of State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation State of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”)Delaware, and (xvix) such other documents and instruments as are Buyer has determined to be reasonably necessary to consummate the Transactionstransactions contemplated hereby. (bc) At On the ClosingClosing Date, Buyer shall deliver to Seller Parent (i) the Closing Date Payment in accordance with Section 2.7Payment, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iviii) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included agreement of Seller listed as Purchased Assets that are an “Assumed Contract” on Schedule 3.17, (iv) a certificate of good standing of Buyer, issued as of a recent date by the secretary of state of the state of its incorporation, (vi) the undertaking and assumption described in Section 2.3, (vii) a certification of non-foreign status, in form and substance reasonably satisfactory to Parent, in accordance with Treas. Reg. § 1.1445-2(b) and (viii) such other documents and instruments as Parent has determined to be reasonably necessary to assign such agreements to Buyer or for Buyer to assume consummate the Assumed Liabilities thereundertransactions contemplated hereby.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller the Company shall deliver or cause to be delivered to Buyer each of the followingPurchasers: (i) Notes in the form attached as Exhibit A; (ii) The executed Registration Rights Agreement in the form attached as Exhibit B; (iii) The Subsidiary Guaranty in the form attached as Exhibit D and the Mortgage in the form attached as Exhibit C, in each casecase executed and acknowledged by the Operating Subsidiary, to and the extent applicable, duly Subsidiary Guaranty executed by Seller or the applicable Seller Party: Bio-Quant, Inc.; (iiv) counterparts of a ▇▇▇▇ of sale A Subordination, Non-Disturbance and assignment and assumption agreementAttornment Agreement, substantially in the form attached as Exhibit E, executed and delivered by the Operating Subsidiary and the tenant under that certain lease dated as of Exhibit A December 16, 2009 pursuant to which the Premises (as defined in the Mortgage) were leased to such tenant (“▇▇▇▇ of Sale and Assignment and Assumption AgreementSNDA”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, ; (v) all The opinion(s) of the documents and instruments required counsel referred to be delivered by Seller pursuant to Article VII, in Section 7.5 below; (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed An officer’s certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyerthe Purchasers and the Purchasers’ counsel, executed by an officer of the Company and the Operating Subsidiary, certifying as to satisfaction of applicable closing conditions, incumbency of signing officers, the true, correct and complete nature of the Certificate of Incorporation and By-laws, good standing and authorizing resolutions, in each case of the Company and the Operating Subsidiary; and (xivii) any documents or other deliveries that Cash for all accrued but unpaid interest on the 2008 Notes and 2009 Notes through the Closing Date, which amount may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required deducted by the terms Purchasers from the cash amount payable pursuant to subsection (b)(i) below; and (viii) A stamped copy of the Real Property Leases, (xiii) a certificate amendment to the Company’s Articles of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation Incorporation to effect an increase of the Merger, substantially in the form number of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary authorized shares of Common Stock to consummate the Transactionsat least 200 million shares. (b) At On the Closing Date, the Purchasers shall deliver to the Company: (i) The Purchase Price set forth on the Purchasers’ signature page hereto, which shall consist of the surrender of the 2008 Notes and 2009 Notes and the additional cash (if any), all as designated on the Schedule of Investors attached hereto; and (ii) The executed Registration Rights Agreement. (iii) A copy of the SNDA executed by the collateral agent under the Mortgage on behalf of the Purchasers. (c) Effective as of the Closing, Buyer the Company shall deliver repay to Seller Solomon Strategic Holdings, Inc. the remaining outstanding balance under the 2008 Notes and 2009 Notes held by such Purchaser and surrendered at Closing as indicated on the Schedule of Investors, which payment shall be made within three (i3) business days following the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ failure of Sale and Assignment and Assumption Agreement and (B) which shall constitute an Event of Default under the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunderNotes).

Closing Date Deliveries. (a) At the Closing, Seller shall deliver deliver, or cause Tribune to be delivered deliver, as applicable, to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) duly executed counterparts of a ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)Liabilities, (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Partyor Tribune, as applicable, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating related to the applicable Station(s)Stations, (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller PartyTribune, as applicable, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-non- foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-1.1445- 2(b)(2), (viii) certified copies of all a duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation executed counterpart of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the MergerOption Agreement, substantially in the form of Exhibit D (the “Joinder Option Agreement”), and (xvix) such other documents and instruments as are reasonably necessary to consummate the Transactionstransactions contemplated hereby. (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment Purchase Price in accordance with Section 2.72.5, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunder, (v) a duly executed counterpart of the Option Agreement, and (vi) such other documents and instruments as are reasonably necessary to consummate the transactions contemplated hereby.

Closing Date Deliveries. (a) At On the ClosingMerger Closing Date, Parent shall cause each Seller to join in, and become a party to this Agreement by causing each Seller to execute and deliver to Buyer a Joinder Agreement, substantially in the form attached hereto as Exhibit C (the “Joinder Agreement”). (b) On the Closing Date, Parent shall deliver or cause to be delivered to Buyer each of the followingBuyer and its Qualified Assignee, in each case, to the extent as applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a ▇▇▇▇ of sale and assignment from each appropriate Seller and assumption agreementOption Party, in substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”)B, providing for the conveyance of conveying all of the Purchased Assets (other than the Owned Real Property described in Schedule 3.10(a) applicable to the Stations and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(sSeller FCC Authorizations), (ii) counterparts an Assignment of an assignment of the Station Licenses Seller FCC Authorizations from the appropriate Seller Option Party, in substantially in the form of Exhibit B (the “Assignment of Station Licenses”)D, assigning to Buyer (or its permitted assignee) Qualified Assignee, as applicable, the Station Licenses and all other assignable Governmental Authorizations issued by the Seller FCC primarily relating to the applicable Station(s)Authorizations, (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property described in Schedule 3.10(a) applicable to the Stations, (iv) any documents or other deliveries that may be reasonably requested by Buyer in order to clear or otherwise remedy any defect, Encumbrance (other than Permitted Encumbrances) or other limitation with respect to Seller’s title to such Owned Real Property, including any commercially reasonable title affidavit and/or gap indemnity that may be required by Buyer’s title insurance company to insure title to Owned Real Property at Closing, (v) all of the documents and instruments required to be delivered by Seller or Option Party pursuant to Article VIIVIII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, and Option Party relating to any agreements included agreement listed as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the an “Assumed Liabilities thereunderContract” on Schedule 3.17, (vii) copies of the certificates of incorporation or certificates of formation of each Seller or Option Party, certified as of a duly executed certificate recent date by the Secretary of non-foreign status that meets State of the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2)State of Delaware, (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate certificates of good standing of each Seller and each Seller Option Party, each issued as of a recent date by its the Secretary of State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation State of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”)Delaware, and (xvix) such other documents and instruments as are Buyer has determined to be reasonably necessary to consummate the Transactions. (bc) At On the ClosingClosing Date, Buyer shall deliver or shall cause its Qualified Assignee to Seller deliver to Parent (i) the Closing Date Payment in accordance with Section 2.7Payment, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VII, (iviii) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included agreement of Seller listed as Purchased Assets that are an “Assumed Contract” on Schedule 3.17, (iv) a certificate of good standing of Buyer, issued as of a recent date by the secretary of state of the state of its incorporation, (vi) the undertaking and assumption described in Section 2.3, (vii) a certification of non-foreign status, in form and substance reasonably satisfactory to Parent, in accordance with Treas. Reg. § 1.1445-2(b) and (viii) such other documents and instruments as Parent has determined to be reasonably necessary to assign such agreements to Buyer or for Buyer to assume consummate the Assumed Liabilities thereunderTransactions.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller Tribune Denver shall execute and deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: Optionee (i) counterparts of a ▇▇▇▇ of sale and assignment of Tribune Denver, in a form reasonably acceptable to Tribune Denver and assumption agreementOptionee, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of conveying all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(sdescribed in Schedule 4.10(a)), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited general warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of Optionee the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially described in the form of Exhibit D (the “Joinder Agreement”Schedule 4.10(a), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions. (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer Tribune Denver pursuant to Article VIIIX, (iv) specific assignment copies of the certificates of incorporation of Tribune Denver and Tribune, each certified as of a recent date by the Secretary of State of the State of Delaware, (v) certificates of good standing of Tribune Denver and Tribune, each issued as of a recent date by the Secretary of State of the State of Delaware, (vi) a certificate of the secretary or assistant secretary of each of Tribune Denver and Tribune as to its respective bylaws, the resolutions of its board of directors and stockholders (if applicable) authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any Tribune Denver Ancillary Agreement, (vii) such documents and instruments, if any, as are reasonably requested by Optionee to evidence that the Purchased Assets at Closing are free and clear of all Encumbrances other than Permitted Encumbrances and (viii) a certification of non-foreign status, in form and substance reasonably satisfactory to Optionee, in accordance with Treas. Reg. §1.1445-2(b). (b) On the Closing Date, Optionee shall execute and deliver or cause to be delivered to Tribune Denver (i) the Closing Date Payment, payable in the manner described in Section 3.7, (ii) all of the documents and instruments required to be delivered by the Optionee pursuant to Article VIII, (iii) copies of the charter of Optionee, certified as of a recent date by the secretary of state of its state of incorporation, (iv) a certificate of good standing of Optionee, issued as of a recent date by the secretary of state of the state of its incorporation, (v) a certificate of the secretary or assistant secretary of Optionee as to its bylaws, the resolutions of its board of directors and stockholders (if applicable) authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any Optionee Ancillary Agreement, (vi) the undertaking and assumption agreements duly executed by Buyer relating described in Section 3.3(a) and (vii) a certification of non-foreign status, in form and substance reasonably satisfactory to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunder.Tribune Denver, in accordance with Treas. Reg. § 1.1445-2(b). Table of Contents

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller the SBS Entities shall execute and deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: Buyer: (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreementassignments, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”)forms reasonably acceptable to Buyer, providing for the conveyance of conveying all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), Assets, (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller the SBS Entities pursuant to Article VIIVIII, (iii) certificates of good standing of each of the SBS Entities, each issued as of a recent date by the Secretary of State of their state of incorporation and the Secretary of State of California (vi) specific assignment SBS Licensee and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assigneeSBS-San Francisco only) and tax clearance certificates issued by the Department of Revenue of the State of California for Buyer each SBS Entity, (or its permitted assignee) to assume the Assumed Liabilities thereunder, (viiiv) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2)secretary or assistant secretary of each of the SBS Entities certifying the resolutions of its directors and stockholders, (viii) certified copies of all duly adopted shareholderswhere applicable, membersas the case may be, board of director, governing body or other authorizing resolutions necessary to authorize the execution, execution and delivery and performance of this Agreement and the transactions contemplated hereby and the incumbency and signatures of each officer executing this Agreement and any SBS Entities Ancillary Agreements by Seller, including the consummation Agreement, (v) The opinions of the TransactionsSBS Entities' legal and communications counsel substantially in the forms set forth in Exhibit A, with such revisions as are reasonably acceptable to Buyer and the SBS Entities, (xvi) a Form W-9 properly completed and duly executed by Seller certification of non-foreign status, in form and substance reasonably satisfactory to Buyer, in accordance with Treas. Reg. Section 1.1445-2(b), (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xvvii) such other documents and instruments as are may be reasonably necessary to consummate evidence that the TransactionsPurchased Assets at Closing are free and clear of all Encumbrances other than Permitted Encumbrances, and (viii) the books and records included in the Purchased Assets (provided that delivery of the foregoing will be deemed made to the extent such books and records are then located at any of the offices or premises included in the Purchased Assets). (b) At On the ClosingClosing Date, Buyer shall deliver or cause to Seller (i) be delivered to the Closing Date Payment SBS Entities the Purchase Price, payable in accordance with the manner described in Section 2.7, and execute and deliver (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iiii) all of the documents and instruments required to be delivered by the Buyer pursuant to Article VII, (ii) copies of the certificate of formation of Buyer, certified as of a recent date by the Secretary of State of its state of organization, (iii) certificates of good standing of Buyer, each issued as of a recent date by the Secretary of State of the state of its organization and the Secretary of State of California, (iv) specific assignment a certificate of the secretary or assistant secretary of Buyer certifying the resolutions of its members authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any Buyer Ancillary Agreements, and (v) the undertaking and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunderdescribed in Section 2.3(a).

Closing Date Deliveries. (a) At Upon the Closing, the Seller and each of its Subsidiaries, as applicable, shall execute and/or deliver or cause to be delivered to Buyer each of the Optionee the following, at the expense of the Seller and in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: proper form for recording when appropriate: (i) counterparts (1) a bill of a sale, substantially in the form attached hereto as Exhibit 3.8(▇)(i)(1) (the "Bill of Sale"), (2) an assignment and assumption agreement, substantia▇▇▇ of sale and in the form attached hereto as Exhibit 3.8(a)(i)(2) (the "Assignment Agreement"), (3) an intellectual property assignment and assumption agreement, substantially in the form of attached hereto as Exhibit A 3.8(a)(i)(3) (the “▇▇▇▇ of Sale and "IP Assignment and Assumption Agreement”"), providing for the conveyance of all of the Purchased Assets and (other than the Owned Real Property 4) a lease assignment and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of attached hereto as Exhibit C 3.8(a)(i)(4) (the “Transition Services "Lease Assignment Agreement”"), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all each case dated as of the documents Closing Date and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly appropriately executed by the Seller or a Subsidiary of the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer Seller; (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (viiii) a duly executed copy of the certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation formation of the TransactionsSeller and each of its Subsidiaries, (x) certified as of a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required recent date by the terms Secretary of State of the Real Property Leases, State of Delaware; (xiiiiii) a certificate of good standing of the Seller and each Seller Partyof its Subsidiaries, issued as of a recent date by its the Secretary of State of incorporation or formationthe State of Delaware; (iv) a certification of non-foreign status, as applicablein form and substance reasonably satisfactory to the Optionee, in accordance with Treas. Reg. ss.1.1445-2(b); and (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xvv) such other documents and instruments instruments, if any, as are reasonably necessary requested by the Optionee to consummate evidence that the TransactionsPurchased Assets at Closing are free and clear of all Liens other than Permitted Liens. (b) At Upon the Closing, Buyer the Optionee shall execute and/or deliver or cause to Seller be delivered to the Seller, at the expense to the Optionee: (i) the Closing Date Payment in accordance with Cash Component, the Amended and Restated Note marked "cancelled" and the Settlement Amount, if applicable, pursuant to Section 2.7, 3.7; (ii) duly executed counterparts any other documentation reasonably requested by the Seller to evidence satisfaction of the Seller's obligations under the Amended and Restated Credit Agreement and release of any Liens arising thereunder including, without limitation, UCC termination statements, pay-off letters and other appropriate release documentation; (Aiii) the Bill of Sale, Assignment Agreement, IP Assignment Agreement and Lease ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services ▇gnment Agreement, (iii) all in each case dated as of the documents Closing Date and instruments required to be delivered appropriately executed by Buyer pursuant to Article VII, the Optionee; (iv) specific assignment and assumption agreements duly executed a copy of the charter of the Optionee, certified as of a recent date by Buyer relating to any agreements included the secretary of state of the State of Delaware; and (v) a certificate of good standing of the Optionee, issued as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume of a recent date by the Assumed Liabilities thereundersecretary of state of the State of Delaware.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller Seller, CNS and DCS shall deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: Buyer: (i) counterparts of a ▇▇▇▇ of sale and assignment of Seller, CNS and assumption agreementDCS, substantially and in all material respects in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”)B, providing for the conveyance of conveying all of the Purchased Assets Assets; (other than ii) one or more deeds in respect of the Owned Real Property and such other agreements of assignment, in reasonable and customary form, pursuant to which Seller assigns and Buyer assumes, as of and after the Station Licenses) relating Closing Date, all of Seller’s right, title, interest and post-closing liabilities pursuant to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B Leases (the “Assignment of Station LicensesLease Assignments”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued duly executed by the FCC primarily relating to the applicable Station(s), Seller; (iii) duly executed counterparts for each Lease (A) an estoppel certificate from the landlord thereunder, in a commercially reasonable form, certifying that such Lease is in full force and effect and the date through which rent has been paid and (B) landlord consent to the assignment as required by the Leases; (iv) instruments of a transition services agreement, assignment substantially in the form of Exhibit C attached hereto for Intellectual Property transferred, including all pending applications (collectively, the “Intellectual Property Assignments”); (v) license agreement substantially in the form of Exhibit D attached hereto to fulfill Seller’s obligations under the advertising contracts referenced in Section 2.2(c) (the “Transition Services License Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, ; (vi) specific assignment a copy of the certificate of incorporation of each of Seller, CNS, and assumption agreements duly executed DCS, certified as of a recent date by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or secretary of state of its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, state of incorporation; (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller each of Seller, CNS, and each Seller PartyDCS, issued as of a recent date by the secretary of state of its State state of incorporation or formation, as applicable, incorporation; (xivviii) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation a certificate of the Mergersecretary or assistant secretary of each of Seller, substantially in CNS, and DCS as to its bylaws, the form resolutions of Exhibit D its board of directors authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any Seller Ancillary Agreement; (the ix) a 2006 ALTA extended coverage owner’s title insurance policy (“Joinder AgreementTitle Policy”), or equivalent form acceptable to Buyer, issued by the Title Company, with the arbitration provision eliminated by endorsement, with coverage in the amount of the Owned Real Property Purchase Price, indicating title to the Owned Real Property (including any easements or other rights for the benefit of the land) and (xv) such other documents and instruments as are reasonably necessary any improvements thereon to consummate be vested of record in Buyer, subject solely to the TransactionsPermitted Encumbrances. (b) At On the ClosingClosing Date, Buyer shall deliver or cause to Seller be delivered to Seller, CNS, and DCS: (i) the Closing Date Payment Purchase Price by wire transfer of immediately available funds to the accounts of Seller, CNS, and DCS specified on Exhibit E, or such other account specified by Seller, CNS, and DCS in accordance with Section 2.7, writing; (ii) the Intellectual Property Assignments, duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, by Buyer; (iii) all of the documents and instruments required to be delivered Lease Assignments, duly executed by Buyer pursuant to Article VII, Buyer; (iv) specific assignment and assumption agreements the License Agreement, duly executed by Buyer; (v) copies of the certificate of incorporation of Buyer, certified as of a recent date by the secretary of state of its state of incorporation; (vi) a certificate of good standing of Buyer, issued as of a recent date by the secretary of state of the state of its incorporation; (vii) a certificate of the secretary or assistant secretary of Buyer relating as to its bylaws, the resolutions of its board of directors and authorizing the execution and delivery of this Agreement and the transactions contemplated hereby and the incumbency and signatures of its officers executing this Agreement and any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume Ancillary Agreement; and (viii) the Assumed Liabilities thereunderInstrument of Assumption.

Closing Date Deliveries. (1) Purchaser shall pay to Seller the Deposit on the Business Day (the “Closing Date”) on which all of the following conditions are satisfied and fulfilled (or waived by Purchaser): (a) At the Closing, Seller shall deliver or cause to be delivered to Buyer each maturity date of the followingConvertible Debentures has been extended to March 31, in each case, 2026 and the Royalty Put Option Agreement has been amended to provide that it terminates upon the extent applicable, duly executed by Seller or the applicable Seller Party: later of (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreement, substantially repayment in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance full of all of amounts owing under the Purchased Assets (other than Convertible Debentures and any outstanding amounts under the Owned Real Property Royalty Put Option Agreement; and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment March 31, 2026, pursuant to a fourth omnibus amendment agreement in form and substance satisfactory to Purchaser; (b) the Seller MPA Entities and the Sprott Lenders enter into the Sprott Loan Agreement; (c) Purchaser, the Sprott Stream Parties and the Sprott Lenders enter into a joinder agreement with the Security Agent whereby Purchaser, the Sprott Stream Parties and the Sprott Lenders become a “creditor” for purposes of the Station Licenses from Security Sharing Agreement and a “Sprott Entity” for purposes of the appropriate Seller Party, substantially in the form of Exhibit B Security Documents; (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assigneed) the Station Licenses Seller MPA Entities acknowledge and confirm in favour of Purchaser and other Sprott Entities that, among other things, the Stream Obligations and the Debt Facility constitute PF Obligations and are secured by the Security Documents, in form and substance satisfactory to Purchaser; (e) the holder of the Royalty Convertible Debenture has elected to receive the Royalty in lieu of cash payment of the outstanding principal amount under the Royalty Convertible Debenture and all other assignable Governmental Authorizations amounts owing under the Royalty Convertible Debenture have been indefeasibly paid in full; (f) all amounts owing by BHMC under the bridge loan facility made available by certain Sprott Entities pursuant to the bridge loan agreement dated as of December 2, 2022 have been paid in full and the bridge loan facility has terminated; (g) each Seller MPA Entity shall have delivered to Purchaser a current (dated no earlier than two Business Days prior to the Closing Date) certificate of status, good standing or compliance (or equivalent) for each such Seller MPA Entity, each issued by the FCC primarily relating relevant Governmental Authority; (h) on the Closing Date, each Seller MPA Entity shall have executed and delivered to the applicable Station(s), (iii) duly executed counterparts Purchaser a certificate of a transition services agreementdirector or senior officer, substantially in form and substance satisfactory to Purchaser, acting reasonably, certifying the form constating documents of Exhibit C (such entity, the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all resolutions of the documents and instruments required to be delivered by Seller pursuant to Article VIIboard of directors, (vi) specific assignment and assumption agreements duly executed by Seller shareholders or the appropriate Seller Party, relating to any agreements included relevant corporate body of such entity as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth applicable in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other accordance with Applicable Law authorizing resolutions necessary to authorize the execution, delivery and performance of the Transaction Documents to which it is a party and the transactions contemplated thereby, the names, positions and true signatures of the Persons authorized to sign the Transaction Documents to which it is a party; (i) on or prior to the Closing Date, the Seller MPA Entities shall have delivered to Purchaser a copy of the Project Financial Plan, satisfactory to Purchaser and certified to be true and complete by a director or senior officer of Seller and BHMC; (j) on or prior to the Closing Date, each Seller MPA Entity shall have executed and delivered to Purchaser the Guarantees and the Security Documents to which it is a party and shall have made, or arranged for, all such registrations, filings and recordings of Security Documents in all appropriate jurisdictions (collectively, the “Relevant Jurisdictions”), and shall have done all such other acts and things as may be necessary or advisable to create, perfect or preserve the Security Documents in accordance with Section 7.2, and the security created under the Security Documents shall constitute a valid and enforceable charge over the Collateral, and Purchaser shall have received evidence satisfactory to it of each such filing, registration or recordation and satisfactory evidence of the payment of any necessary fee, tax or expense relating thereto; (k) on the Closing Date, each Seller MPA Entity shall have delivered to Purchaser opinions, in form and substance satisfactory to Purchaser, acting reasonably, from external legal counsel to the Seller MPA Entities as to, among other things: (i) the legal status of each Seller MPA Entity and the authorized and issued capital of each Seller MPA Entity; (ii) the power, capacity and authority of each Seller MPA Entity to execute, deliver and perform the Transaction Documents to which it is a party; (iii) the execution and delivery by each Seller MPA Entity of the Transaction Documents to which it is a party and the enforceability thereof against it; (iv) the registrations, filings and recordings made in all Relevant Jurisdictions to create, perfect and otherwise preserve the Security Documents and attaching the results of the usual searches that would be conducted in each of the Relevant Jurisdictions in connection with the Security Documents; (v) that the Security Documents create valid and enforceable security interests in favour of Purchaser in the Collateral, and that no Encumbrances are registered other than Permitted Encumbrances; (vi) title with respect to the Mining Properties, including that the title is valid, clean and marketable; and (vii) no documentary or stamp tax; (l) on the Closing Date, each Seller MPA Entity shall have executed and delivered to Purchaser a certificate of a director or senior officer of each such entity, in form and substance satisfactory to Purchaser, acting reasonably, certifying that, on and as of that date: (i) all of the representations and warranties made by each Seller MPA Entity pursuant to this Agreement and each Security Document to which it is a party are true and correct in all material respects as of such date; (ii) none of the Ancillary Agreements Seller MPA Entities are in breach or default and there is no Seller Event of Default that has occurred and is continuing (or an event which with notice or lapse of time or both would become a breach, default or Seller Event of Default) under this Agreement or any Security Document to which it is a party; and (iii) no action or proceeding, at law or in equity, is pending or, to the knowledge of such Seller MPA Entity, threatened by Sellerany Person or Governmental Authority to restrain, including enjoin or prohibit the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required transactions contemplated by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the TransactionsTransaction Documents. (b2) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all Each of the documents conditions set forth in Section 3.2(1) is for the exclusive benefit of Purchaser and instruments required to may only be delivered waived by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunderit in its sole discretion.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller ABB shall deliver or and cause Company to be delivered deliver to Buyer each of the following, in each case, to the extent applicable, duly following validly executed by Seller or the applicable Seller Party: instruments: (i) counterparts Certified copy of a ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all resolutions of the Purchased Assets (other than Board of Directors of ABB authorizing the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery execution and performance of this Agreement and the Ancillary Agreements by SellerTransaction contemplated hereby; (ii) Officer's Certificate of ABB and Company, including the consummation dated as of the TransactionsClosing Date, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, certifying that no amendments to the Charter Documents of Company since the date of this Agreement; (xiiii) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably The closing certificate required by the terms Sections 8.2.1 and 8.2.2; (iv) Resignations of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation members of the MergerBoard of Directors appointed by the shareholder of Company and any individual authorized to sign on behalf of the Company who is not employed by the Company on a full-time basis; (v) The Lease Agreement required by Section 8.2.6; (vi) The Services Agreement required by Section 8.2.5; (vii) The reimbursement amount provided for in Section 7.8 and calculated as set forth in Section 2.5; (viii) The payment to Buyer of any intercompany debt owed Buyer as set forth on SCHEDULE 8.1.4 and calculated as set forth in Section 2.5; (ix) The Stock Purchase Agreement by and among ABB Industrial Systems, Inc., an Ohio corporation, Flow International Corporation, a Washington corporation or an entity to be formed by Flow International Corporation and ABB Autoclave Systems Inc., a Delaware corporation, in the form set forth in EXHIBIT 2.4(a) ("PRESSURE SYSTEMS STOCK PURCHASE AGREEMENT"); (x) The Asset Purchase Agreement by and among an ABB entity or entities which own the intellectual property rights used in Company's business and an entity to be designated or formed by Flow International Corporation, substantially in the form of Exhibit D set forth in EXHIBIT 2.4(b) (the “Joinder Agreement”"INTELLECTUAL PROPERTY ASSET PURCHASE AGREEMENT"), and ; and (xvxi) such Such other instruments or documents and instruments as are reasonably necessary to consummate the TransactionsTransaction, all satisfactory in form and substance to Buyer. (b) At On the ClosingClosing Date, Buyer shall deliver to Seller ABB the following validly executed instruments: (i) the Closing Date Payment in accordance with Section 2.7, Seven Million US Dollars ($7,000,000) payable to ABB or such parties designated by ABB by wire transfer of immediately available funds; (ii) duly executed counterparts to (A) Certified copy of resolutions of the ▇▇▇▇ Board of Sale Directors of Buyer authorizing the execution and Assignment and Assumption performance of this Agreement and (B) the Transition Services Agreement, Transaction contemplated hereby; (iii) all of the documents The closing certificate required by Sections 8.3.1 and instruments required to be delivered by Buyer pursuant to Article VII, 8.3.2; (iv) specific assignment The Lease Agreement required by Section 8.2.6; (v) The Services Agreement required by Section 8.2.5; (vi) The payment to ABB of any intercompany debt owed ABB as set forth on SCHEDULE 8.1.4 and assumption agreements duly executed by Buyer relating to any agreements included calculated as Purchased Assets that are reasonably set forth in Section 2.5; (vii) The Pressure Systems Stock Purchase Agreement; (viii) The Intellectual Property Asset Purchase Agreement; and (ix) Such other instruments or documents necessary to assign such agreements consummate the Transaction, all satisfactory in form and substance to Buyer or for Buyer to assume the Assumed Liabilities thereunderABB.

Closing Date Deliveries. (a) At On or prior to the ClosingClosing Date, Seller the Company shall deliver or cause to be delivered to Buyer the Purchaser each of the following: (i) this Agreement duly executed by the Company; (ii) a legal opinion of counsel to the Company, dated as of the Closing Date, in each casesubstantially the form attached hereto as Exhibit E; (iii) the Registration Rights Agreement duly executed by the Company; (iv) the Indemnification Agreement, to dated as of the extent applicableClosing Date, in substantially the form attached hereto as Exhibit F (the “Indemnification Agreement”), duly executed by Seller or the applicable Seller Party: Company; (iv) counterparts the Co-Sale Agreement, dated as of a ▇▇▇▇ of sale and assignment and assumption agreementthe Closing Date, in substantially in the form of attached hereto as Exhibit A G (the “▇▇▇▇ of Co-Sale and Assignment and Assumption Agreement”), providing for duly executed by the conveyance of all Company and Diepholz; (vi) evidence to the reasonable satisfaction of the Purchased Assets Purchaser that the Certificate Amendment has been approved by the stockholders of the Company and has been adopted by the Company by means of evidence of filing with the Delaware Secretary of State; (other than the Owned Real Property and the Station Licensesvii) relating evidence to the applicable Station(s) and the assumption of all reasonable satisfaction of the Assumed Liabilities relating Purchaser that the Certificate of Designations has been adopted by the Company, by means of evidence of filing with the Delaware Secretary of State; (viii) evidence to the applicable Station(sreasonable satisfaction of the Purchaser that the Certificate Amendment has been adopted by the Board of Directors; (ix) a certificate or certificates representing the Shares, registered in the name of the Purchaser; (x) the Warrant registered in the name of the Purchaser, duly executed by the Company; (xi) evidence that an annual report Form 10-K or a “jumbo” current report on Form 8-K has been filed by the Company with the SEC to make the Company current in its SEC filings; (xii) evidence that the Company has obtained directors and officers liability insurance (“D&O Insurance”), in coverage amounts and with policy terms that are reasonably satisfactory to the Purchaser in its sole discretion; (iixiii) counterparts of an assignment a certificate, signed by the Secretary of the Station Licenses from Company and dated as of the appropriate Seller PartyClosing Date, substantially certifying as to (1) the resolutions duly adopted by the Board of Directors approving the Transaction Documents (as defined below), the transactions contemplated thereby and appointing a designee of the Purchaser to the Board of Directors, (2) its charter, as in effect prior to the form filing of Exhibit B the Certificate Amendment and of the Certificate of Designations, (3) its charter, as in effect as of the Closing Date, (4) its bylaws, as in effect at the Closing Date (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services AgreementBylaws”), (iv5) special or limited warranty deeds resolutions of the Board of Directors of the Company approving the Certificate Amendment and recommending such Certificate Amendment be submitted to the stockholders of the Company for their approval, and (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee6) the Owned Real Property, (v) all authority and incumbency of the officers executing the Transaction Documents and any other documents and instruments required to be executed or delivered by Seller pursuant in connection therewith; (xiv) evidence that the Company and stockholders holding at least 30.73% of the outstanding shares of the Company entitled to Article VIIvote on the proposal to approve the Certificate Amendment have entered into the Voting Agreement, in substantially the form attached hereto as Exhibit H; and (vi) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (viixv) a duly executed certificate certificate, signed by an executive officer on behalf of non-foreign status that meets the requirements Company and dated as of the Closing Date, confirming the accuracy of the Company’s representations, warranties and performance of covenants as of the Closing Date and confirming the compliance by the Company with the conditions precedent set forth in Treasury Regulations Section 1.1445-2(b)(2), (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation 4.2 as of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the TransactionsClosing Date. (b) At On or prior to the ClosingClosing Date, Buyer the Purchaser shall deliver or cause to Seller be delivered to the Company the following: (i) this Agreement duly executed by the Closing Date Payment in accordance with Section 2.7, Purchaser; (ii) the Registration Rights Agreement duly executed counterparts to (A) by the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, Purchaser; and (iii) all the Purchase Price by wire transfer to an account designated by the Company; provided, however, that the Purchaser may offset the Purchase Price by any principal and interest amount of the documents and instruments required Promissory Note issued by the Company to be delivered by Buyer pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included the Purchaser as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume of the Assumed Liabilities thereunderdate hereof.

Closing Date Deliveries. (a) At On the ClosingClosing Date, Seller the ACME Entities shall execute and deliver or cause to be delivered to Buyer each of the following, in each case, to the extent applicable, duly executed by Seller or the applicable Seller Party: (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreementcertificate or certificates representing the Shares, substantially duly endorsed in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station Licenses) relating to the applicable Station(s) and the assumption of all of the Assumed Liabilities relating to the applicable Station(s)blank or accompanied by stock powers duly executed in blank, (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller the ACME Entities pursuant to Article VIIVIII, (viiii) specific assignment and assumption agreements duly executed by Seller or the appropriate Seller Party, relating to any agreements included legal opinions substantially as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer (or its permitted assignee) and for Buyer (or its permitted assignee) to assume the Assumed Liabilities thereunder, (vii) a duly executed certificate of non-foreign status that meets the requirements set forth in Treasury Regulations Section 1.1445-2(b)(2)Exhibits A and B attached hereto, dated as of the Closing Date, to be delivered by the ACME Entities' counsel and communications counsel, respectively, (viiiiv) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, including the consummation of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller in form and substance reasonably satisfactory to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State certificates of incorporation or formation, as applicable, of each ACME Entity and each Company, each certified as of a recent date by the secretary of state of the state of its incorporation or formation, as applicable, (xivv) certificates of good standing of each ACME Entity and each Company, each certified as of a recent date by the secretary of state of the state of its incorporation or formation, as applicable, (vi) duly executed resignations, effective as of the Closing Date, of each of the officers and directors of each Company, (vii) the Joinder Agreement signed by stock transfer books and records, minutes books and any related books and records, each Seller Partyas applicable, effective immediately after the consummation of the Mergereach Company, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xvviii) such other documents and instruments instruments, if any, as are reasonably necessary requested by Buyer to consummate evidence that the TransactionsShares at Closing are free and clear of all Encumbrances other than Permitted Encumbrances and (ix) a certificate of the secretary or assistant secretary of each ACME Entity and each Company as to its respective bylaws or limited liability company agreement or similar governing document, as applicable, and the resolutions of its board of directors and stockholders or members, as applicable, authorizing the execution and delivery of this Agreement and the transactions contemplated hereby. (b) At On the ClosingClosing Date, Buyer shall execute and deliver or cause to Seller be delivered to the ACME Entities (i) the Closing Date Payment Payment, payable in accordance with the manner described in Section 2.73.3, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iii) all of the documents and instruments required to be delivered by Buyer pursuant to Article VIIIX, (iii) the legal opinions substantially as set forth in Exhibit C attached hereto, dated as of the Closing Date, to be delivered by Buyer's counsel, (iv) specific assignment a copy of the charter of Buyer, certified as of a recent date by the secretary of state of its state of incorporation, (v) a certificate of good standing of Buyer, issued as of a recent date by the secretary of state of the state of its incorporation and assumption agreements duly executed by (vi) a certificate of the secretary or assistant secretary of Buyer relating as to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume its bylaws and the Assumed Liabilities thereunderresolutions of its board of directors and stockholders (if applicable) authorizing the execution and delivery of this Agreement and the transactions contemplated hereby.

Closing Date Deliveries. (ai) At The Buyer shall deliver or caused to be delivered: (A) to the Seller, the final form of the R&W Insurance Policy, effective as of the Closing; and (B) all other documents, instruments or certificates required to be delivered by the Buyer at or prior to the Closing pursuant to Section 7.2. (ii) The Seller shall deliver or cause to be delivered delivered: (A) to Buyer the Buyer, certificates representing the Shares, duly endorsed in blank or accompanied by stock powers duly endorsed in blank in proper form for transfer, with appropriate transfer stamps, if any, affixed; (B) the source code for the Shared Custom Software to the Buyer; (C) to the Buyer, the Existing Credit Facility Release; (D) (1) customary “payoff letters” from each obligee of Indebtedness identified on Schedule 2.3(a)(ii)(D)(1), which payoff letters will provide for the full and final release of any and all Encumbrances securing such Indebtedness on the Shares, or the assets of the followingCompany and its Subsidiaries, as applicable, following receipt of the amounts set forth in such payoff letters and (2) copies of final invoices from each case, obligee of unpaid Transaction Expenses listed in the Preliminary Closing Statement acknowledging the invoiced amounts as full and final payment for all services rendered to the extent applicableCompany or its Subsidiaries; provided, however, that any such unpaid Transaction Expenses payable to an Employee shall be paid to the applicable payee promptly following the Closing utilizing the Company’s (or its applicable Subsidiary’s) payroll system on the next regularly scheduled payroll date; (E) to the Buyer, the Employee Agreement, duly executed by the Seller or the applicable Seller Party: (i) counterparts of a ▇▇▇▇ of sale and assignment and assumption agreement, substantially in the form of Exhibit A (the “▇▇▇▇ of Sale and Assignment and Assumption Agreement”), providing for the conveyance of all of the Purchased Assets (other than the Owned Real Property and the Station LicensesCompany; (F) relating to the applicable Station(s) and Buyer the assumption of all of the Assumed Liabilities relating to the applicable Station(s), (ii) counterparts of an assignment of the Station Licenses from the appropriate Seller Party, substantially in the form of Exhibit B (the “Assignment of Station Licenses”), assigning to Buyer (or its permitted assignee) the Station Licenses and all other assignable Governmental Authorizations issued by the FCC primarily relating to the applicable Station(s), (iii) duly executed counterparts of a transition services agreement, substantially in the form of Exhibit C (the “Transition Services Agreement”), (iv) special or limited warranty deeds (in the customary form for such jurisdiction) conveying to Buyer (or its permitted assignee) the Owned Real Property, (v) all of the documents and instruments required to be delivered by Seller pursuant to Article VII, (vi) specific assignment and assumption agreements duly executed by the Seller or and the appropriate Seller Party, relating to any agreements included as Purchased Assets that Buyer or Seller have determined to be reasonably necessary to assign such agreements to Buyer Company; (or its permitted assignee) and for Buyer (or its permitted assigneeG) to assume the Assumed Liabilities thereunder, (vii) Buyer a duly executed certificate of non-foreign status that meets the requirements set forth in accordance with Treasury Regulations Section 1.1445-2(b)(2); provided, (viii) certified copies of all duly adopted shareholders, members, board of director, governing body or other authorizing resolutions necessary that the Buyer’s only remedy for the Seller’s failure to authorize provide such certificate will be to withhold from the execution, delivery and performance of payments to be made pursuant to this Agreement any required withholding Tax under Section 1445 of the Code, and the Ancillary Agreements by Seller, including the consummation ’s failure to provide such certificate will not be deemed a failure of the Transactions, (x) a Form W-9 properly completed and duly executed by Seller any condition set forth in form and substance reasonably satisfactory ARTICLE VII to Buyer, (xi) any documents or other deliveries that may be reasonably requested by Buyer to clear or otherwise remedy any defect or Lien (other than Permitted Liens), including but not limited to, discharges of mortgages and UCC termination statements, (xii) any transfer notices reasonably required by the terms of the Real Property Leases, (xiii) a certificate of good standing of Seller and each Seller Party, issued as of a recent date by its State of incorporation or formation, as applicable, (xiv) the Joinder Agreement signed by each Seller Party, effective immediately after the consummation of the Merger, substantially in the form of Exhibit D (the “Joinder Agreement”), and (xv) such other documents and instruments as are reasonably necessary to consummate the Transactions.have been met; and (b) At the Closing, Buyer shall deliver to Seller (i) the Closing Date Payment in accordance with Section 2.7, (ii) duly executed counterparts to (A) the ▇▇▇▇ of Sale and Assignment and Assumption Agreement and (B) the Transition Services Agreement, (iiiH) all of the documents and other documents, instruments or certificates required to be delivered by Buyer the Seller at or prior to the Closing pursuant to Article VII, (iv) specific assignment and assumption agreements duly executed by Buyer relating to any agreements included as Purchased Assets that are reasonably necessary to assign such agreements to Buyer or for Buyer to assume the Assumed Liabilities thereunderSection 7.3.