UCC Financing Statement. The Grantor hereby authorizes the Secured Party to file a financing statement naming the Grantor as “debtor” and the Secured Party as “secured party” and describing the Collateral in the office of the Secretary of State of the State of Delaware, which financing statement may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Secured Party may reasonably determine to be necessary to ensure the perfection of the security interest in the Collateral granted to the Secured Party herein, including describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired.”

Registration Statement Amendments. After the date of this Agreement and during any period in which a Prospectus relating to any Placement Shares is required to be delivered by Cowen under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), # the Company will notify Cowen promptly of the time when any subsequent amendment to the Registration Statement, other than documents incorporated by reference, has been filed with the Commission and/or has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; # the Company will prepare and file with the Commission, promptly upon Cowen’s request, any amendments or supplements to the Registration Statement or Prospectus that, in Cowen’s reasonable opinion, may be necessary or advisable in connection with the distribution of the Placement Shares by Cowen (provided, however, that the failure of Cowen to make such request shall not relieve the Company of any obligation or liability hereunder, or affect Cowen’s right to rely on the representations and warranties made by the Company in this Agreement); # the Company will not file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, relating to the Placement Shares or a security convertible into the Placement Shares unless a copy thereof has been submitted to Cowen within a reasonable period of time before the filing and Cowen has not reasonably objected thereto (provided, however, that the failure of Cowen to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect Cowen’s right to rely on the representations and warranties made by the Company in this Agreement, and provided further, however, that the Company shall not be required to provide Cowen with any copy of any such document in advance if the filing does not name Cowen, does not relate to the transactions contemplated by this Agreement or is being filed in connection with a separate offering pursuant to the same Registration Statement) and the Company will furnish to Cowen at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via EDGAR; and # the Company will cause each amendment or supplement to the Prospectus, other than documents incorporated by reference, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Securities Act.

Registration Statement Effective. The Registration Statement shall be effective and shall be available for # all sales of Placement Shares issued pursuant to all prior Placement Notices and # the sale of all Placement Shares contemplated to be issued by any Placement Notice.

In performance of the Services, [[Organization B:Organization]] shall exercise that degree of care, skill, and judgment that is normally exercised by professional consultants in the performance of services of a similar nature. [[Organization B:Organization]] shall comply with all applicable federal, state and local laws, rules and regulations, including without limitation the Fair Labor Standards Act of 1938, in its performance of the Services hereunder. [[Organization B:Organization]] shall indemnify and hold [[Organization A:Organization]] harmless from any claims arising as result of its failure to comply with requirements of this Paragraph II.B, and indemnity shall survive the expiration termination of this AGREEMENT.

The Closing shall take place at the offices of the Purchaser's legal counsel on the Closing Date or upon such earlier or later time and date and such place as may be agreed upon among the Parties.

Within 90 days after the Closing Date, Sinclair will prepare and deliver to Emmis a written statement (the “Preliminary Closing Statement”) setting forth Sinclair’s good-faith determination of # the amount of Net Working Capital, # the Final Consideration, and # the Excess Amount or the Shortfall Amount, as applicable, which statement will include materials that show, in reasonable detail, Sinclair’s support and computations for the amounts included in the Preliminary Closing Statement. The Preliminary Closing Statement will be binding upon the Parties and such Preliminary Closing Statement will be the “Final Closing Statement,” unless Emmis gives written notice of its disagreement to Sinclair in accordance with [Section 8.6(b)].

iii.
Estimated Closing Statement; Closing Payments

Section # Estimated Closing Net Working Capital Statements; Pre-Closing Management Fees and Closing Statement.

Closing Certificate and Closing Liquidity. [[Organization B:Organization]] shall have received a closing certificate signed by the Chief Financial Officer of each Loan Party dated as of the date hereof, stating that # all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, # each Loan Party is on such date in compliance in all material respects with all the terms and provisions set forth in this Agreement and the Other Documents, # on such date no Default or Event of Default has occurred or is continuing, and # [[Organization A:Organization]] have Liquidity on the Closing Date (after giving effect to the payment of all fees, expenses to be paid on the Closing Date, all Advances made on the Closing Date, and all trade payables aged sixty (60) days or older) of at least $20,000,000, which statement shall be accompanied by a Borrowing Base Certificate demonstrating such calculation;

Shareholders shall deliver to ​, in form and substance reasonably satisfactory to ​, paperwork evidencing the AUFP Equity, together with stock powers duly for such paperwork to allow such paperwork to be registered in the name of Hainan ​;