THE TUBE MEDIA CORP.
Exhibit
10.2
THE
TUBE MEDIA CORP.
March
6,
2006
▇▇.
▇▇▇▇
▇. ▇▇▇▇▇▇▇, President
Tribune
Broadcasting Company
▇▇▇
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| Re: |
Charter
Affiliation Agreement (the
“Agreement”)
dated
as of March 6, 2006 by and between The Tube Music Network, Inc.
(“Network”) and Tribune
Broadcasting Company (“Affiliate”)
|
Dear
▇▇.
▇▇▇▇▇▇▇:
As
an
inducement to Affiliate to enter into the Agreement, and in consideration of
Affiliate’s obligations in the Agreement, including but not limited to, the
obligation to transmit the Service on broadcast television stations listed
on
Exhibit
A
of the
Agreement, this letter shall confirm our agreement respecting additional
consideration to be provided by Network to Affiliate. All capitalized terms
used
and not otherwise defined herein shall have the meanings as set forth in the
Agreement. Unless terminated earlier, the provisions of this letter shall
terminate upon the expiration or earlier lawful termination of the Agreement,
other than paragraph 7 herein which shall terminate twelve (12) months after
the
expiration or earlier lawful termination of the Agreement.
Network
hereby agrees to provide Affiliate with the consideration set forth below,
all
such consideration to be in addition to that consideration set forth in the
Agreement, including but not limited to as specified in Exhibit
D
thereof.
1. Consideration.
The
Tube Media Corp. (“Tube
Media”),
the
parent company of Network, shall provide Affiliate with warrants to purchase
shares of common stock of Tube Media in the following amounts and upon the
following occurrences. Each warrant shall be in the form attached as
Exhibit 1
hereto.
Each warrant will expire on the earlier of (i) the tenth anniversary of the
issuance of the pertinent common stock purchase warrant, or (ii) the termination
or expiration of the Agreement (including any renewal periods):
(a) Within
ten (10) days after the execution of the Agreement, Affiliate shall receive
a
common stock purchase warrant to acquire [XXXXX]*shares
of
Tube Media’s common stock, at a purchase price of two dollars and twenty-five
cents ($2.25) per share;
* Filed
under an application for confidential treatment.
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March
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(b) Upon
Affiliate’s transmission of the Service to Stations in DMAs that represent
seventy-five percent (75%) of all TV Households (as defined in the Agreement)
in
the DMAs where Affiliate owns and/or operates Broadcast Television stations
(“Affiliate
DMAs”),
Affiliate shall receive a common stock purchase warrant to acquire
[XXXXX]*shares
of
Tube Media’s common stock, at a purchase price of two dollars and fifty cents
($2.50) per share.
2. Additional
Consideration.
Tube
Media will provide Affiliate grants of common stock on
the
terms and conditions as expressly set forth in the Securities Issuance Agreement
(the form of which is attached hereto as Exhibit
3),
which
shall contain provisions
as
follows:
(a) Within
ten (10) days after the execution of the Agreement, Tube Media will issue to
Affiliate [XXXXX]* shares of common stock of Tube Media.
(b) Tube
Media will issue to Affiliate additional shares of common stock at the rate
of
[XXXXX]* shares of Tube Media common stock for each eleven million (11,000,000)
TV Households (or pro rata portion
if less
than eleven
million (11,000,000) TV Households) that first receive the Service as a
result of a launch of the Service on a Station pursuant to the Agreement;
provided, however, that TV Households that receive the Service in DMAs with
fewer than one hundred thousand (100,000) TV Households shall not be included
in
the calculation of “TV Households” solely for purposes of this paragraph 2(b). A
schedule of TV Households in current Affiliate DMAs and the number of shares
of
common stock to be issued within twenty (20) days after launch of the Service
in
each Affiliate DMA is set forth in Exhibit 2
hereto.
(c) In
the
event Affiliate launches the Service on any Acquired Station, or on an Affiliate
Broadcast Television station in the New Orleans DMA, Tube Media shall issue
additional shares of Tube Media common stock to Affiliate at the same ratio
and
subject to the same restrictions set forth in paragraph 2(b) above, in each
case, within twenty (20) days after the launch of the Service on such Acquired
Station or on such Affiliate Broadcast Television station in the New Orleans
DMA, as the case may be; provided, however, that in no event shall more than
an
aggregate of [XXXXX]* shares be issued pursuant to this paragraph 2.
(d) All
shares issued to Affiliate hereunder will be duly authorized, and when issued
hereunder, will be validly issued, fully paid and non-assessable. The shares
will not be registered under the Securities Act of 1933, as amended. All such
shares shall be issued pursuant to the Securities Issuance Agreement in the
form
attached hereto as Exhibit
3.
With
respect to the issuance of any securities hereunder, Affiliate represents and
warrants that it is an accredited investor, as such term is defined in
Regulation D of the Securities and Exchange Act and that the Affiliate has
such
knowledge and experience in financial, investment and business matters so as
to
be capable of evaluating the merits and risks of the proposed investment.
Affiliate hereby agrees to execute such documents as may be reasonably
necessary and appropriate, and as requested by Tube Media, to permit compliance
with state and federal securities laws. Affiliate is hereby granted piggyback
registration rights with respect to all shares issued hereunder.
* Filed
under an application for confidential treatment.
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March
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(e) Tube
Media represents and warrants that Exhibit
4
hereto
sets forth the complete capitalization of Tube Media, including a listing of
all
outstanding equity securities, securities convertible into or exchangeable
for
equity securities, and any outstanding rights to purchase such
securities.
3. [XXXXX]*.
In
consideration of, and subject to, Affiliate’s distribution of the Service on
each of the Stations covered by the Agreement, and Affiliate’s continued
transmission of the Service throughout the Term in accordance with the terms
of
the Agreement, Network shall pay Affiliate a [XXXXX]* each calendar quarter
during the Initial Term (the “[XXXXX]*”)
based
on the number of [XXXXX]* Subscribers (as defined below) in the DMAs of the
Stations transmitting the Service pursuant to the Agreement. The [XXXXX]*,
if
any, shall be payable at the end of each calendar quarter for the three months
contained in such calendar quarter as set forth below in this paragraph 3;
provided, however that if the Agreement commences and/or the requirement to
pay
the [XXXXX]* terminates on a date other than the first or last day of a calendar
quarter, respectively, then the [XXXXX]* for such calendar quarter shall be
prorated based on the number of days in such calendar quarter that the Agreement
is in effect and an MVPD is distributing the Service in the DMA of a Station
transmitting the Service. The [XXXXX]* for each quarter during the Initial
Term
shall be determined by [XXXXX]* by the number of [XXXXX]* Subscribers. The
number of “[XXXXX]*
Subscribers”
shall
be equal to the average of the number of Digital Cable Subscriber Households
(determined in accordance with subparagraph 3(a) below) as of the last day
of the quarter preceding the quarter at issue and the number of Digital Cable
Subscriber Households as of the last day of the quarter at issue. For each
quarter during calendar years 2008-2011 in which a portion of the [XXXXX]*
is
payable, the number of [XXXXX]* Subscribers for which the [XXXXX]* will be
payable shall be capped at the number of Digital Cable Subscriber Households
(determined in accordance with subparagraph 3(a) below) as of December 31,
2007.
|
|
| (a) |
(i)
|
For purposes of calculating the [XXXXX]*, the number of “Digital Cable Subscriber Households” in the DMA(s) of each Station transmitting the Service shall equal the number of Digital Cable Subscriber Households as set forth in the certified report supplied by each MVPD distributing the Service (as described in Section 7(a) of the Agreement). |
* Filed
under an application for confidential treatment.
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(ii)
|
In
the event that the total number of linear digital video subscribers
served
by an MVPD that distributes the Service is not broken out by DMAs
in such
MVPD’s reported data, then, for purposes of this paragraph 3, the
number of Digital Cable Subscriber Households for such non-reporting
MVPD
shall be equal to the product of (x) the number of TV Households
receiving
linear video services from such MVPD’s systems that carry the Service in
the pertinent DMA as set forth in a ▇▇▇▇▇▇▇ report such as FOCUS
multiplied by (y) the National Digital Cable Penetration Percentage
most
recently reported by such MVPD. The “National
Digital Cable Penetration Percentage”
shall be equal to the quotient of (i) the total number of subscribers
to
linear digital video services as most recently publicly reported
by such
MVPD, divided by (ii) the total number of TV Households receiving
linear
video services from such MVPD as most recently publicly reported
by such
MVPD.
|
|
(iii)
|
In
the event that a particular MVPD does not report its total number
of
subscribers to linear digital video services and total number of
TV
Households receiving linear video services, then, for purposes of
this
paragraph 3, the number of Digital Cable Subscriber Households for
such
non-reporting MVPD shall be equal to the product of (x) the number
of TV
Households receiving linear video services served by such MVPD’s systems
that carry the Service as set forth in a ▇▇▇▇▇▇▇ report such as FOCUS
multiplied by (y) a national digital cable penetration estimate from
Kagan
Research, LLC.
|
|
(iv)
|
In
the event that a more accurate independent publicly available source
for
determining the number of television households that receive the
Service
through a subscription cable service hereafter becomes available,
the
parties may mutually agree to use such source in lieu of the
foregoing.
|
(b) For
each
calendar year for which a [XXXXX]*
is
payable, a running balance sheet of the [XXXXX]* will be maintained and
reconciled on a quarterly basis as follows:
* Filed
under an application for confidential treatment.
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| (i) | If at the end of any calendar quarter during the Initial Term, the sum of the aggregate Affiliate Advertising Share and aggregate Affiliate Transactional Share (“Total Revenue”) for such calendar quarter equals or exceeds the [XXXXX]* due and payable for such calendar quarter, then Network shall pay the Total Revenue in accordance with the provisions of Exhibit D to the Agreement and shall not pay Affiliate any additional amounts during such calendar quarter (i.e., no portion of the [XXXXX]* shall be due or payable for such quarter), provided that Network may carry forward to subsequent calendar quarters during such calendar year the amount by which Total Revenue exceeds the portion of the [XXXXX]* that would otherwise have been payable for that or any subsequent calendar quarter(s). In no event will any dollar amount(s) payable to Affiliate be carried forward past the expiration of the Initial Term. The following table provides an illustration of the carry-forward concept and assumes the [XXXXX]* for the calendar year is $[XXXXX]* (payable in four equal $[XXXXX]* installments over such calendar year), and Total Revenue of $[XXXXX]* for the first quarter, $[XXXXX]* for the second quarter, $[XXXXX]* for the third quarter, and $[XXXXX]* for the fourth quarter of such calendar year. |
|
Calendar
Quarter:
|
[XXXXX]*
|
Total
Revenue:
|
Amount
Paid:
|
Carry
Forward:
|
||||
|
1
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
|
||||
|
2
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
|
||||
|
3
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
|
||||
|
4
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
|
*Not
to
be carried forward to the following calendar year
| (ii) | If, at the end of any calendar quarter during the Initial Term, the Total Revenue for such calendar quarter is less than the [XXXXX]*., then Network shall, in lieu of the Total Revenue payment, pay the portion of the [XXXXX]* due for such quarter, provided that Network may recoup the [XXXXX]* paid in such quarter against subsequent calendar quarters during such calendar year if the Total Revenue in future quarter(s) exceeds the [XXXXX]* payable for such quarter(s). In no event will any dollar amount(s) payable to Affiliate be carried forward past the expiration of the Initial Term. The [XXXXX]* for a quarter, if paid in lieu of the Total Revenue Payment, shall be due and payable no later than forty-five (45) days following the end of such quarter. The following table provides an illustration of the recoupment concept and assumes the [XXXXX]* for the calendar year is $[XXXXX]* (payable in four equal $[XXXXX]* installments over such calendar year), and Total Revenue of $[XXXXX]* for the first quarter, $[XXXXX]* for the second quarter, $[XXXXX]* for the third quarter, and $[XXXXX]* for the fourth quarter of such calendar year. |
* Filed
under an application for confidential treatment.
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Calendar
Quarter:
|
$[XXXXX]*
|
Total
Revenue:
|
Amount
Paid:
|
Recoupment:
|
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|
1
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
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$[XXXXX]*
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2
|
$[XXXXX]*
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$[XXXXX]*
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$[XXXXX]*
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$[XXXXX]*
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3
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
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4
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
|
$[XXXXX]*
|
*Not
to
be carried forward to the following calendar year
4. Other
Terms.
(a) Network
is a wholly-owned subsidiary of Tube Media, and Tube Media shall maintain it
or
its successor’s existence separate from Tube Media for the term of the
Agreement. Tube Media shall not issue any equity in Network (or securities
exchangeable for or convertible into equity of Network) during the Term,
including any renewal periods.
(b) Tube
Media is open to discussion with Affiliate with respect to other financial
investment opportunities between Tube Media, Network and Affiliate. Tube Media
hereby grants Affiliate a preemptive right regarding future issuances of equity
securities of Tube Media (or securities convertible into or exchangeable for
equity of Tube Media), pursuant to which, if Tube Media proposed to issue equity
securities (or securities convertible into or exchangeable for equity
securities), it will give notice to Affiliate and Affiliate will have the right
to purchase that number of such securities so as to maintain its then-current
percentage interest in Tube Media, on the same or equivalent terms and
conditions, including, without limitation, monetary terms and conditions, upon
which such securities are being issued by Tube Media. This preemptive right
will
not apply to issuances of shares of common stock by Tube Media (i) as payment
for services so long as the aggregate amount of all such issuances does not
exceed 10% of the total number of shares of common stock outstanding as of
the
date of this letter agreement and so long as each share is valued at no less
than one dollar and fifty cents ($1.50), (ii) to other distributors of the
Service so long as the aggregate amount of all such issuances does not exceed
[XXXXX]*shares,
(iii) to satisfy existing obligations of Tube Media to issue equity as described
on Exhibit
4
hereto,
(iv) pursuant to Tube Media’s 2004 Stock Option and Stock Incentive Plan or any
other equity incentive plan approved by Tube Media’s shareholders, including
issuances of equity securities convertible into or exchangeable for shares
of
Tube Media common stock pursuant
to any such plan; provided, that the maximum number of shares of Tube Media
common stock issuable under any such plan shall not exceed 10% of the
outstanding shares of Tube Media common stock as of the date such plan is
approved by Tube Media’s shareholders, or (v) in connection with a merger or
consolidation where Tube Media is the surviving corporation or an acquisition
of
the stock or assets of a third party by Tube Media. Affiliate must notify Tube
Media of its intent to exercise its preemptive right with respect to applicable
issuances of equity securities by Tube Media within ten (10) days after
receiving notice of such issuances from Tube Media.
* Filed
under an application for confidential treatment.
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5. Board
of Directors
Tube
Media hereby grants Affiliate the right to attend all meetings of the Board
of
Directors of Tube Media and Network and all meetings of any committees of such
Boards of Directors, in each case, solely as a non-voting observer, and to
receive any information given to such Boards for so long as the Agreement and
any renewal thereof is in effect.
6. MFN.
Network
agrees that if, in relation to any third party that distributes the Service
in
the United States (“Third
Party”),
Network or Tube Media during the Term (i) uses a percentage higher than fifteen
percent (15%) to calculate the Affiliate Advertising Share or Affiliate
Transactional Share, or (ii) issues equity securities or securities exchangeable
for or convertible into equity securities, other than warrants or other similar
rights to purchase such securities, to another distributor of the Service at
a
ratio more favorable than [XXXXX]* shares per eleven million (11,000,000) TV
Households launched, provided that such ratio shall be calculated on an
aggregate basis with respect to all such issuances to such other distributor
(each, a “More
Favorable Provision”),
Network will promptly offer such More Favorable Provision to Affiliate;
provided, however, that if the grant of such More Favorable Provision requires
the performance by such Third Party of any material obligation, term or
condition that is not already being performed by Affiliate, then Affiliate
shall
perform such obligation, term or condition in order to receive such More
Favorable Provision. For purposes of this paragraph 6, all TV Households in
the
DMA of a Broadcast Television station that distributes the Service and all
TV
Households actually receiving the Service shall be deemed to be receiving the
Service.
7. Confidentiality.
Neither
Tube Media nor Affiliate nor Network shall disclose (whether orally or in
writing, or by press release or otherwise) to any third party outside their
respective companies (other than their respective officers, directors and
employees, in their capacity as such, and their respective auditors,
consultants, financial advisors, lenders, potential buyers or investors and
attorneys; provided, however, that the disclosing party agrees to be responsible
for any breach of the provisions of this paragraph 7 by any of such parties)
the
terms of this letter or any confidential information received by any
representative of Affiliate serving as an observer at meetings of the Tube
Media
Board of Directors pursuant to Section 5 of this letter, except, in each case:
(a) to the Auditor as provided in Section 7(d) of the Agreement;
(b) to the extent necessary to comply with the valid order or compulsory
process of an administrative agency or a court of competent jurisdiction, in
which event the party making such disclosure shall so notify the other as
promptly as practicable (and, if possible, prior to making such disclosure);
(c) in accordance with the regulations of the U.S. Securities and Exchange
Commission, any securities exchange or over the counter market on which such
party (or its parent company) is listed, or otherwise as required by law; (d)
in
order to enforce its rights pursuant to this letter and/or the Agreement; or
(e) if collectively agreed by Tube Media, Affiliate and Network, in advance
of such disclosure, in writing. Any representative that attends meetings of
the
Tube Media Board of Directors pursuant to Section 5 of this letter agreement
on
Affiliate’s behalf shall be subject to all confidentiality restrictions
commensurate with those imposed on voting board members as required by any
applicable law and Tube Media’s and Network’s corporate documents as in effect
on the date hereof, and Affiliate will cause any such representative of
Affiliate to comply with the provisions of this paragraph 7. Affiliate will
further cause its representative to execute any standard confidentiality
agreement as may be reasonably required by Tube Media. This paragraph 7 shall
survive the termination of this letter and/or the Agreement.
7
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8. Early
Termination
(a) Affiliate
shall have the right to terminate the Agreement upon at least forty-five (45)
days’ prior written notice to Network if the Service is being distributed, in
the aggregate, to a Percentage of TV Households (as defined below) that is
less
than the “Threshold Percentage of Television Households” specified opposite the
applicable date in the table below; provided, however, that Affiliate must
exercise such right within sixty (60) days after receipt of the applicable
year-end report referenced below or such right shall be deemed waived. The
“Percentage
of TV Households”
shall
mean the percentage obtained by dividing (i) the number of TV Households deemed
to be receiving the Service pursuant to this paragraph 8(a) by (ii) the number
of TV Households in the United States. For purposes of this paragraph 8(a)
only,
all TV Households in the DMA of a full-power television station distributing
the
Service and all TV Households actually receiving the Service shall be deemed
to
be receiving the Service and all Stations listed on Exhibit
A
of the
Agreement shall be deemed to be distributing the Service. Network shall provide
reports to Affiliate identifying the Broadcast Television stations broadcasting
the Service, the number of TV Households in the DMA of each such station, and
the Percentage of TV Households as of June 30 and December 31 of each year
during the Initial Term of the Agreement. These reports will be provided to
Affiliate no later than August 15 and February 15, respectively.
(b) Affiliate
shall have the right to terminate the Agreement upon at least forty-five (45)
days’ prior written notice to Network if the Service is being distributed, in
the aggregate, to a Percentage of Cable Households (as defined below) that
is
less than the “Threshold Percentage of Cable Households” specified opposite the
applicable date in the table below; provided, however, that Affiliate must
exercise such right within sixty (60) days after receipt of the applicable
year-end report referenced below or such right shall be deemed waived. The
“Percentage
of Cable Households”
shall
mean the percentage obtained by dividing (i) the number of TV Households deemed
to be receiving the Service pursuant to this paragraph 8(b) from a multiple
system operator (“MSO”)
by
(ii) the number of TV Households in the United States that receive linear video
television programming services from an MSO. For purposes of this paragraph
8(b)
only, the total number of TV Households subscribing to any services, tier,
level
of service or package of services offered by an MSO that carries the Service
shall be deemed to be receiving the Service (regardless of whether the Service
is carried on such tier, level of service or package of services) and each
MSO
in the DMA of a Station listed on Exhibit
A
of the
Agreement shall be deemed to be carrying the Service. Network shall provide
reports to Affiliate identifying the MSOs distributing the Service, the number
of TV Households served by each such MSO, and the Percentage of Cable Households
as of June 30 and December 31 of each year during the Initial Term of the
Agreement. These reports will be provided to Affiliate no later than August
15
and February 15, respectively.
8
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Table
of Distribution Milestones
|
Date
|
Threshold
Percentage
of
Television
Households
|
Threshold
Percentage
of
Cable
Households
|
||
|
December
31, 2006
|
50%
|
35%
|
||
|
June
30, 2007
|
75%
|
50%
|
||
|
December
31, 2007
|
80%
|
60%
|
||
|
December
31, 2008
|
80%
|
60%
|
||
|
December
31, 2009
|
85%
|
70%
|
9. Termination
for Breach
Notwithstanding
the provisions of the Agreement, any breach involving failure to pay any amount
due under this letter must be cured within ten (10) days after notice. A breach
involving Network’s failure to pay an amount due to Affiliate pursuant to
paragraph 3 above shall be deemed a breach as to Affiliate rather than as to
a
particular Station or Stations.
10. Counterparts
This
letter may be executed in counterparts, each of which will have the full force
and effect of a fully-executed original. This letter may be executed by each
or
either party by delivering signed signature pages thereof to the other party
by
facsimile. Any party delivering an executed counterpart of this letter by
facsimile shall also deliver to the other party an original executed counterpart
of this letter, but the failure to do so does not affect the validity,
enforceability or binding effect of this letter.
9
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ,
▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
March
6,
2006
▇▇.
▇▇▇▇
▇. ▇▇▇▇▇▇▇
Please
acknowledge your acceptance of the above terms, by signing where indicated
below.
| Very truly yours, | ||||
| THE TUBE MEDIA CORP. | THE TUBE MUSIC NETWORK, INC. | |||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ |
By:
|
/s/ ▇▇▇ ▇▇▇▇▇▇▇ | |
|
▇▇▇▇ ▇. ▇▇▇▇▇▇ |
▇▇▇ ▇▇▇▇▇▇▇ |
|||
| Executive Vice President & CFO | President & CEO | |||
ACKNOWLEDGED
AND ACCEPTED BY:
TRIBUNE
BROADCASTING COMPANY
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
|
||
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
||||
| President |
[Signature
page: Letter agreement by and between The TUBE Music Network, Inc. and
Tribune Broadcasting Company]
10
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ,
▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
March
6,
2006
▇▇.
▇▇▇▇
▇. ▇▇▇▇▇▇▇
Exhibit
1
Form
of Warrant
[The
Warrant was filed as an Exhibit to the Form 8-K]
11
1451
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ,
▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
March
6,
2006
▇▇.
▇▇▇▇
▇. ▇▇▇▇▇▇▇
Exhibit
2
Television
Households by Tribune Market
|
2006
Rank
|
DMA
|
2006
TV
HH
|
2006
%
US TV HH
|
Shares
Issued
Pursuant
to ¶2b
|
|||||||||
|
1
|
New
York
|
7,375,530
|
6.692
|
%
|
[XXXXX]*
|
||||||||
|
2
|
Los
Angeles
|
5,536,430
|
5.023
|
%
|
[XXXXX]*
|
||||||||
|
3
|
Chicago
|
3,430,790
|
3.113
|
%
|
[XXXXX]*
|
||||||||
|
4
|
Philadelphia
|
2,925,560
|
2.654
|
%
|
[XXXXX]*
|
||||||||
|
5
|
Boston
(Manchester)
|
|
2,375,310
|
2.155
|
%
|
[XXXXX]*
|
|||||||
|
7
|
Dallas
- Ft. Worth
|
2,336,140
|
2.120
|
%
|
[XXXXX]*
|
||||||||
|
8
|
Washington
DC (Hagerstown)
|
|
2,252,550
|
2.044
|
%
|
[XXXXX]*
|
|||||||
|
9
|
Atlanta
|
2,097,220
|
1.903
|
%
|
[XXXXX]*
|
||||||||
|
10
|
Houston
|
1,938,670
|
1.759
|
%
|
[XXXXX]*
|
||||||||
|
13
|
Seattle-
Tacoma
|
1,701,950
|
1.544
|
%
|
[XXXXX]*
|
||||||||
|
17
|
Miami
- Ft. Lauderdale
|
1,522,960
|
1.382
|
%
|
[XXXXX]*
|
||||||||
|
18
|
Denver
|
1,415,180
|
1.284
|
%
|
[XXXXX]*
|
||||||||
|
19
|
Sacramento
- Stockton - Modesto
|
1,345,820
|
1.221
|
%
|
[XXXXX]*
|
||||||||
|
21
|
St.
Louis
|
1,222,380
|
1.109
|
%
|
[XXXXX]*
|
||||||||
|
23
|
Portland,
OR
|
1,099,890
|
0.998
|
%
|
[XXXXX]*
|
||||||||
|
25
|
Indianapolis
|
1,053,750
|
0.956
|
%
|
[XXXXX]*
|
||||||||
|
26
|
San
Diego
|
1,026,160
|
0.931
|
%
|
[XXXXX]*
|
||||||||
|
28
|
Hartford
& New Haven
|
1,013,350
|
0.919
|
%
|
[XXXXX]*
|
||||||||
|
▇▇
|
▇▇▇▇▇
▇▇▇▇▇▇ - ▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇ ▇▇▇▇▇
|
731,630
|
0.664
|
%
|
[XXXXX]*
|
||||||||
|
▇▇
|
▇▇▇▇▇▇▇▇▇▇
- ▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇ - ▇▇▇▇
|
707,010
|
0.641
|
%
|
[XXXXX]*
|
||||||||
|
55
|
Albany
- Schenectady - ▇▇▇▇
|
552,250
|
0.501
|
%
|
[XXXXX]*
|
||||||||
|
TOTALS
|
43,660,530
|
39.614
|
%
|
[XXXXX]*
|
|||||||||
|
TOTAL
US TV HH
|
110,213,910
|
100.000
|
%
|
||||||||||
Source:
▇▇▇▇▇▇▇ Media Research 2005-2006 Local Market
Universe Estimates
12
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ,
▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
March
6,
2006
▇▇.
▇▇▇▇
▇. ▇▇▇▇▇▇▇
Exhibit
3
Form
of Securities Issuance Agreement
[The
Securities Issuances Agreement was filed as an Exhibit to the Form
8-K]
13
1451
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ,
▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
March
6,
2006
▇▇.
▇▇▇▇
▇. ▇▇▇▇▇▇▇
Exhibit
4
Capitalization
of The Tube Media Corp.
[Intentionally
Omitted]
14
▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ,
▇▇.
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇