Closing Statement. Not less than three (3) Business Days prior to the anticipated Closing Date, Emmis will deliver to Sinclair a written statement (the “Estimated Closing Statement”) setting forth # Emmis’ good-faith estimate of the amount of Net Working Capital (the “Estimated Net Working Capital ”), and # the Estimated Closing Consideration.

Closing Statement. No later than sixty (60) days after the Closing Date, Purchaser shall cause to be prepared in good faith and delivered to the Representative a statement (the “Closing Statement”), substantially similar in form to the Pre-Closing Statement, setting forth Purchaser’s calculation of # Working Capital as of the close of business on the Closing Date, # the amount, if any, by which such calculation of Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Working Capital, # each of the items described in [Section 2.5(a)(i)(B)-(H)])] above, as of the close of business on the Closing Date and # the amount, and calculation of, the Purchase Price derived solely from the foregoing items (collectively, the “Closing Date Purchase Price”), together with a certificate signed by an authorized executive officer of Purchaser that the Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules. If Purchaser fails to deliver the Closing Statement within such sixty (60) day period, then in addition to any other rights the Representative may have under this Agreement, the Representative shall have the right to elect that the Estimated Purchase Price (as adjusted to incorporate the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds the Estimated Closing Date Working Capital) be deemed to be the amount of the Final Closing Date Purchase Price and be final and binding and used for purposes of calculating the adjustment pursuant to [Section 2.5(b)] above. The Parties acknowledge that no adjustments may be made to the Working Capital Target.

Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies the provisions of [Section 11(a)] and Rule 158 of the Securities Act.

Eligible Directors should be aware that their participation in the Plan involves the following risks, among others:

Registration Statement. As required by [Section 4(q)] of the Purchase Agreement, the Borrower shall promptly, but in any event no later than 90 days from the date of this Note, the Company shall prepare and file with the SEC a registration statement covering the resale of all of the Conversion Shares, Commitment Fee Shares, and Warrant Shares

Registration Statement. The Company has prepared and filed with the Commission a shelf registration statement on Form S-3 (File No. ​) that contains a base prospectus (the “Base Prospectus”). Such registration statement registers the sale by the Selling Stockholder of the Maximum Selling Stockholder Amount. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable, with respect to the Shares. Except where the context otherwise requires, such registration statement(s), including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, including all financial statements, exhibits and schedules thereto and all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act as from time to time amended or supplemented, is herein referred to as the “Registration Statement,” and the prospectus constituting a part of such registration statement(s), together with any prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act relating to a particular sale of the Shares, including all documents incorporated or deemed to be incorporated therein by reference pursuant to Item 12 of Form S-3 under the Securities Act, in each case, as from time to time amended or supplemented, is referred to herein as the “Prospectus,” except that if any revised prospectus is provided to the Agent or the Forward Purchaser by the Company for use in connection with the offering of the Shares that is not required to be filed by the Company pursuant to Rule 424(b) under the Securities Act, the term “Prospectus” shall refer to such revised prospectus from and after the time it is first provided to the Agent or the Forward Purchaser, as applicable, for such use. The Registration Statement at the time it originally became effective is referred to herein as the “Original Registration Statement.” As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference.

Registration Statement. Upon execution and delivery of this Agreement, ​ shall prepare and file with the SEC in accordance with the provisions of the Securities Act the Registration Statement. The Registration Statement is effective pursuant to the Securities Act and available for the issuance of the Purchase Shares thereunder, and ​ has not received any written notice that the SEC has issued or intends to issue a stop order or other similar order with respect to the Registration Statement or the Prospectus or that the SEC otherwise has # suspended or withdrawn the effectiveness of the Registration Statement or # issued any order preventing or suspending the use of the Prospectus or any Prospectus Supplement, in either case, either temporarily or permanently or intends or has threatened in writing to do so. The “Plan of Distribution” section of the Prospectus permits the issuance of the Purchase Shares hereunder. At the time the Registration Statement and any amendments thereto became effective, at the date of this Agreement and at each deemed effective date thereof pursuant to Rule 430B(f)(2) of the Securities Act, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Base Prospectus and any Prospectus Supplement thereto, at the time such Base Prospectus or such Prospectus Supplement thereto was issued and on the Commencement Date, complied and will comply in all material respects with the requirements of the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided that this representation and warranty does not apply to statements in or omissions from any Prospectus Supplement made in reliance upon and in conformity with information relating to ​ furnished to ​ in writing by or on behalf of ​ expressly for use therein. ​ meets all of the requirements for the use of a registration statement on Form S-1 pursuant to the Securities Act for the offering and sale of the Purchase Shares contemplated by this Agreement and the SEC has not notified ​ of any objection to the use of the form of the Registration Statement pursuant to Rule 401(g)(1) of the Securities Act. The Registration Statement, as of its effective date, meets the requirements set forth in Rule 415(a)(1)(x) pursuant to the Securities Act. At the earliest time after the filing of the Registration Statement that ​ or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act) relating to any of the Purchase Shares, ​ was not and is not an Ineligible Issuer (as defined in Rule 405 of the Securities Act). ​ has not distributed any offering material in connection with the offering and sale of any of the Purchase Shares, and, until ​ does not hold any of the Purchase Shares, shall not distribute any offering material in connection with the offering and sale of any of the Purchase Shares, to or by ​, in each case, other than the Registration Statement or any amendment thereto, the Prospectus or any Prospectus Supplement required pursuant to applicable law or the Transaction Documents. ​ has not made, and agrees that unless it obtains the prior written consent of ​ it will not make, an offer relating to the Purchase Shares that could constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act. ​ shall comply with the requirements of Rules 164 and 433 under the Securities Act applicable to any such free writing prospectus consented to by ​, including in respect of timely filing with the SEC, legending and record keeping.

Closing. Subject to the satisfaction or waiver of the conditions set forth in ARTICLE VI, the consummation of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of Duane Morris LLP, 1540 Avenue of the Americas, New York, NY 10032, on the third (3rd) Business Day after all the Closing conditions to this Agreement have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) at 4:00 pm (New York City time) or at such other date, time or place as Buyer, the Company and the Sellers’ Representative may agree. By mutual agreement of the parties the Closing may take place by conference call and facsimile (or other electronic transmission of signature pages) with exchange of original signatures by overnight mail or guaranteed delivery. The date on which the Closing actually occurs will be referred to as the “Closing Date”. The Parties agree that to the extent permitted by applicable Law and GAAP, the Closing will be deemed effective as of 12:01 a.m. (New York City time) on the Closing Date.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, Preferred Shares in the aggregate principal amount of One Hundred Fifty Thousand Dollars ($150,000). The Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its Preferred Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in [Sections 2.2 and 2.3], the Closing shall occur at the offices of Company Counsel in Salt Lake City, UT, such other location as the parties shall mutually agree or by the electronic exchange of documents.

Closing. The consummation of the sale and purchase of the Purchased Interests (the “Closing”) shall take place (by electronic exchange of the documents to be delivered at the Closing) on # the fifth Business Day following FCC Consent pursuant to the FCC’s initial order, subject to the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated by this Agreement as set forth in Article 6 and Article 7 (other than conditions that, by their nature, are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing) or # such other date or time mutually agreed to in writing by Sinclair and Emmis. The date on which the Closing is to occur is referred to herein as the “Closing Date.” For all purposes, the Closing will be deemed to have occurred at 12:01 a.m. (Austin, Texas time) on the Closing Date.

Closing. The closing of each of: # the effectiveness of the amendments to the Original Notes as contemplated in Section 1, and # the conversion of the Original Notes by the ​ as contemplated in Section 2 (the “Closing”), shall be deemed to occur simultaneously and take place at 9:00 A.M. on the date hereof, at the offices of Paul Hastings LLP, 1117 S. California Avenue, Palo Alto, California 94304, or at such other time or place as the parties hereto may mutually agree, upon the physical or electronic exchange among the parties and their counsel of all documents and deliverables required under this Agreement. From and after the Closing, the Amended Notes shall solely represent the right to receive the Note Shares hereunder, no amounts shall remain outstanding under the Amended Notes and the Amended Notes shall be cancelled and otherwise be of no further force or effect.

Closing. Closing shall occur within thirty (30) days after the expiration of the Inspection Period (“Closing Date”) subject to the Property being delivered in compliance with all terms herein.

Closing. Upon all of the conditions set forth herein, a closing shall occur by the electronic exchange of documents, or such other location or manner as the parties shall mutually agree. At the Closing, contingent upon Seller’s receipt of the Purchase Price, the Company is authorized to transfer on its books and record the Securities to Purchaser.

Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement shall take place at a closing (the “Closing”) to be held two (2) business days after the Effective Date (the “Closing Date”), or such later date as agreed to by the parties in writing.

Closing. The completion of the purchase and sale of Property (“Closing"), shall take place on December 29, 2021, or to a date mutually agreed upon by Seller and Purchaser (“Closing Date”). The Closing shall be closed through an escrow with the Title Company in accordance with the provisions of the usual form of New York-style Deed and Money Escrow Agreement with provisions inserted in the escrow agreement as may be required to conform with this Contract. Upon the creation of such an escrow, anything herein to the contrary notwithstanding, the payment of the balance of the Purchase Price and delivery of deed and other documents required to be delivered by this Contract, shall be made through the escrow. The cost of the escrow shall be divided equally between the Parties. The Purchaser and Seller shall execute any documents required by the Title Company.

Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).

Closing. Unless this Agreement shall have been terminated and the transactions herein contemplated shall have been and subject to the satisfaction or waiver of the conditions set forth in Article VI, the closing of the Acquisition (the "Closing") will take place at 10:00 a.m. on the business day after satisfaction of the conditions set forth in Article VI (or as soon as practicable thereafter following satisfaction or waiver of the conditions set forth in Article VI) (the "Closing Date"), at the Hong Kong corporate officers, Smart-Space 3F, Level 9, Cyberport 3, 100 Cyberport Road, Hong Kong, unless another date, time or place is agreed to in writing by the parties hereto.