The Company hereby grants to the Grantee an award (the “Award”) of ​ shares of Common Stock of the Company (the “Shares” or the “Restricted Shares”) on the terms and conditions set forth in this Agreement and as otherwise provided in the Plan.

Grant of Restricted Shares. The Company hereby grants and issues 1,500 shares of the Common Stock (the "Restricted Shares") to Recipient, in accordance with this Agreement and the Plan. Promptly following the execution and delivery of this Agreement by Recipient, the Company shall cause a certificate for the Restricted Shares to be delivered to Recipient containing the legend set forth in Section 7 below.

Grant of Restricted Shares. Pursuant to the Plan, and effective as of the Grant Date, the Human Resources and Compensation Committee of the Company's Board of Directors ("Committee") has granted to Grantee ###TOTAL_AWARDS### shares of Restricted Stock ("Restricted Shares"). Fifty percent (50%) of the Restricted Shares are hereby designated as "First Category Shares", and fifty percent (50%) as "Second Category Shares".

The Company hereby grants the Grantee ​ Restricted Shares, subject to the following terms and conditions and subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. To the extent the terms or conditions of this Agreement conflict with any provision of the Plan, such terms and conditions shall govern.

GRANT OF RESTRICTED SHARES. Subject to, and in accordance with the terms, conditions and restrictions set forth in the Plan and in this Agreement, the Company hereby grants to the Participant ​ Shares (the “Restricted Shares”). This Agreement and the grant of Restricted Shares are expressly conditioned upon and effective as of the date of the closing of an initial public offering of the common stock of the Company (the “Transaction”) on or before December 31, 2021. If for any reason the closing of the Transaction does not occur on or before December 31, 2021, this Agreement will be void ab initio. For purposes of this Agreement the date of closing of the Transaction is the “Grant Date.”

Grant of Restricted Shares. Pursuant to the Plan, and effective as of the Grant Date, the Human Resources and Compensation Committee of the Company's Board of Directors ("Committee") has granted to Grantee ###TOTAL_AWARDS### shares of Restricted Stock ("Restricted Shares"). Fifty percent (50%) of the Restricted Shares are hereby designated as "First Category Shares", and fifty percent (50%) as "Second Category Shares".

Grant of Restricted Shares. The Company hereby grants to you, as of the Grant Date specified on the cover page of this Agreement and subject to the terms and conditions in this Agreement and the Plan, an Award of the number of Restricted Shares specified on the cover page of this Agreement. Unless and until these Restricted Shares vest as provided in Section 4 below, they are subject to the restrictions specified in Section 3 of this Agreement.

Grant of Restricted Shares. The Committee, at any time and from time to time, may grant Restricted Shares to Participants as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Shares to be granted to each Participant.

Grant of Restricted Shares. The Committee, at any time and from time to time, may grant Restricted Shares to Participants as the Committee, in its sole discretion, shall determine. The Committee, in its sole discretion, shall determine the number of Restricted Shares to be granted to each Participant.

Restricted Shares Grant. On the Effective Date, Employer shall grant to Executive 191,174 restricted shares (the “Restricted Shares”) of Class A Common Stock of MediaCo (“Common Stock”). The Restricted Shares shall vest during the Term on a quarterly basis in eight (8) equal installments with the first one-eighth (1/8) installment vesting on October 1, 2021, in each case subject to the terms of this Section 4. In the event that any dividends are paid on Restricted Shares during the vesting period for the Restricted Shares grant, Employer shall pay dividends with respect to Executive’s Restricted Shares that are scheduled to vest at the end of the Contract Year in which the dividend is paid, in the same form and at the same time as dividends are paid to other shareholders in respect of vested, unrestricted shares of Common Stock. The Restricted Shares granted pursuant to this Section 4.1 shall be granted according to the terms and subject to the conditions of Employer’s 2021 Equity Compensation Plan, or any subsequent equity compensation or similar plan adopted by Employer and generally used to make equity-based awards to executive-level employees of the MediaCo Group (the “Plan”) and the Restricted Stock Agreement, and shall include a restrictive legend as provided for by the Plan. Upon the vesting of any Restricted Shares, Employer shall withhold a sufficient number of shares of