Common use of Second Closing Securities Clause in Contracts

Second Closing Securities. On the terms and conditions set forth in this Agreement, at the Second Closing: (a) the Company will issue, sell and deliver (through release from the Escrow) the Note to the Investor (unless the Note has been issued, sold and delivered (through release from the Escrow) to the Investor prior to the Second Closing in accordance with Section 2.3); (b) immediately following such issuance, sale and delivery, if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Investor will pay $75 million in cash (the “Second Purchase Price Payment” and, together with the Initial Purchase Price Payment, the “Purchase Price”) to the Company, whereupon: (i) pursuant to the terms of the Note, the Note will become convertible at the option of the Investor, or if the Investor fails to exercise its option by the date that is one (1) business day following the Second Closing, at the option of the Company, in each case into shares of Series A Preferred Stock pursuant thereto (the “Converted Preferred Shares”); and (ii) the Company will issue, sell and deliver to the Investor a Contingent Payment Right with a Contingent Payment Right Share Number of the Second Closing CPR Share Number (it being understood that such delivery shall be effected through an increase in the Contingent Payment Right Share Number in the Contingent Payment Right Agreement issued at the Initial Closing in the manner set forth therein); provided, that if the Stockholder Approval and all Communications Regulatory Approvals shall have been received prior to the Second Closing, the Company will, in lieu of issuing, selling and delivering such Contingent Payment Right, instead issue, sell and deliver to the Investor a number of shares of Common Stock equal to the Second Closing CPR Share Number (such Contingent Payment Right or Common Stock, as applicable, together with the Note (unless the Note is issued, sold and delivered (through release from the Escrow) pursuant to Section 2.3), the “Second Closing Securities” and together with the Initial Closing Securities (and the Note if issued, sold and delivered (through release from the Escrow) pursuant to Section 2.3), the “Purchased Securities”).

Second Closing Securities. On Upon the terms and subject to the conditions set forth in this Agreementherein contained, at the Second Closing: Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, for an aggregate purchase price of $5,000,000, (ai) Shares and Pre-Funded Warrants, and the sum of (A) the Company will issue, sell and deliver (through release from the Escrow) the Note to the Investor (unless the Note has been issued, sold and delivered (through release from the Escrow) to the Investor prior to total number of Shares issued in the Second Closing in accordance with Section 2.3); and (b) immediately following such issuance, sale and delivery, if (xB) the FCC Approval shall have been received or (y) total number of Warrant Shares exercisable from the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Investor will pay $75 million in cash (the “Second Purchase Price Payment” and, together with the Initial Purchase Price Payment, the “Purchase Price”) to the Company, whereupon: (i) pursuant to the terms of the Note, the Note will become convertible at the option of the Investor, or if the Investor fails to exercise its option by the date that Pre-Funded Warrants is one (1) business day following the Second Closing, at the option of the Company, in each case into shares of Series A Preferred Stock pursuant thereto (the “Converted Preferred Shares”); and 2,747,252 and (ii) Common Warrants accompanying the Company will issueShares (or the Pre-Funded Warrants as applicable) which shall be exercisable for 1,373,626 Warrant Shares and shall have an exercise price of $2.71 per Warrant Share, sell and deliver subject to adjustment as provided in the Investor a Contingent Payment Right with a Contingent Payment Right Share Number Common Warrants. The number of Warrant Shares exercisable from the Pre-Funded Warrants issued in the Second Closing CPR Share Number equals to the difference of subtracting (it being understood that such delivery shall be effected through an increase A) the number of Shares purchased in the Contingent Payment Right Share Number in Second Closing from (B) 2,747,252, which is the Contingent Payment Right Agreement issued at the Initial Closing in the manner set forth therein); provided, that if the Stockholder Approval and all Communications Regulatory Approvals shall have been received prior to the Second Closing, the Company will, in lieu of issuing, selling and delivering such Contingent Payment Right, instead issue, sell and deliver to the Investor a number of shares of Common Stock equal to that would have been purchased by the Purchaser in the Second Closing CPR Share Number absent the Beneficial Ownership Limitation, and shall have a nominal exercise price of $0.01 per Warrant Share, subject to adjustment as provided in the Pre-Funded Warrants. For the avoidance of doubt, the aggregate exercise price for the Pre-Funded Warrants as provided in Section 2.01(b) above, except for the nominal exercise price of $0.01 per Warrant Share, shall be pre-funded to the Company (the “Pre-paid Aggregate Exercise Price”) on or prior to the date of the applicable Closing and, consequently, no additional consideration (other than the nominal exercise price of $0.01 per Warrant Share) shall be required to be paid by the Purchaser to effect any exercise of a Pre-Funded Warrant. The Purchaser shall not be entitled to the return or refund of all, or any portion, of such Contingent Payment Right Pre-paid Aggregate Exercise Price under any circumstance or Common Stockfor any reason whatsoever. 2.02 At or prior to each Closing, as applicable, together the Purchaser will pay the applicable purchase price set forth in Section 2.01 by wire transfer of immediately available funds in accordance with wire instructions provided by the Note (unless Company to the Note is issued, sold and delivered (through release Purchaser prior to the Closing. 2.03 To the extent that the Company does not receive payments of the First Closing purchase price from the EscrowPurchaser as set forth in Section 2.02 above within two (2) pursuant business days of the Effective Date, then (i) this Agreement shall be null and void with respect to Section 2.3)any and all covenants and obligations binding on the Company and (ii) the Purchaser shall reimburse the Company up to $150,000 for the Company’s costs incurred in negotiating and executing this Agreement and other related transaction documents, in the “Second Closing Securities” case of each of (i) and together with (ii) above, without prejudice to other remedies the Initial Closing Securities (and the Note if issued, sold and delivered (through release from the Escrow) pursuant to Section 2.3), the “Purchased Securities”)Company may have at law or equity.

Second Closing Securities. On Upon the terms and subject to the conditions set forth in this Agreementherein contained, at the Second Closing: (a) the Company will issueagrees to sell to the Purchasers, sell and deliver (through release the Purchasers agree to purchase from the EscrowCompany, for an aggregate purchase price of $5,100,000, (i) 784,615 Pre-Funded Warrants and (ii) Common Warrants accompanying the Note Pre-Funded Warrants which shall be exercisable for 274,615 Warrant Shares (collectively, the “Second Closing Securities”) and shall have an exercise price of $9.75 per Warrant Share, subject to adjustment as provided in the Investor (unless the Note has been issued, sold and delivered (through release Common Warrants. The number of Warrant Shares exercisable from the Escrow) to the Investor prior to Pre-Funded Warrants issued in the Second Closing in accordance with Section 2.3); (b) immediately following such issuance, sale and delivery, if (x) the FCC Approval shall have been received or (y) the FCC Approval shall no longer be required as a result of the consummation of the FCC Licenses Disposal Actions, the Investor will pay $75 million in cash (the “Second Purchase Price Payment” and, together with the Initial Purchase Price Payment, the “Purchase Price”) equals to the Company, whereupon: (i) pursuant to the terms of the Note, the Note will become convertible at the option of the Investor, or if the Investor fails to exercise its option by the date that is one (1) business day following the Second Closing, at the option of the Company, in each case into shares of Series A Preferred Stock pursuant thereto (the “Converted Preferred Shares”); and (ii) the Company will issue, sell and deliver to the Investor a Contingent Payment Right with a Contingent Payment Right Share Number of the Second Closing CPR Share Number (it being understood that such delivery shall be effected through an increase in the Contingent Payment Right Share Number in the Contingent Payment Right Agreement issued at the Initial Closing in the manner set forth therein); provided, that if the Stockholder Approval and all Communications Regulatory Approvals shall have been received prior to the Second Closing, the Company will, in lieu of issuing, selling and delivering such Contingent Payment Right, instead issue, sell and deliver to the Investor a number of shares of Common Stock equal to that would have been purchased by the Purchasers in the Second Closing CPR Share Number absent the Beneficial Ownership Limitation, and shall have a nominal exercise price of $0.01 per Warrant Share, subject to adjustment as provided in the Pre-Funded Warrants. For the avoidance of doubt, the aggregate exercise price for the Pre-Funded Warrants as provided in Sections 2.01(a) and 2.01(b) above, except for the nominal exercise price of $0.01 per Warrant Share, shall be pre-funded to the Company (the “Pre-paid Aggregate Exercise Price”) on or prior to the date of the applicable Closing and, consequently, no additional consideration (other than the nominal exercise price of $0.01 per Warrant Share) shall be required to be paid by the Purchasers to effect any exercise of a Pre-Funded Warrant. The Purchasers shall not be entitled to the return or refund of all, or any portion, of such Contingent Payment Right Pre-paid Aggregate Exercise Price under any circumstance or Common Stockfor any reason whatsoever. 2.02 At or prior to each Closing, as applicable, together the Purchasers will pay the applicable purchase price set forth in Section 2.01 by wire transfer of immediately available funds in accordance with wire instructions provided by the Note (unless Company to the Note is issued, sold and delivered (through release Purchasers prior to such Closing. 2.03 To the extent that the Company does not receive payments of the First Closing purchase price from the EscrowPurchasers as set forth in Section 2.02 above within two (2) pursuant business days of the Effective Date, then (i) this Agreement shall be null and void with respect to Section 2.3)any and all covenants and obligations binding on the Company and (ii) the Purchasers shall reimburse the Company up to $50,000 for the Company’s costs incurred in negotiating and executing this Agreement and other related transaction documents, in the “Second Closing Securities” case of each of (i) and together with (ii) above, without prejudice to other remedies the Initial Closing Securities (and the Note if issued, sold and delivered (through release from the Escrow) pursuant to Section 2.3), the “Purchased Securities”)Company may have at law or equity.