Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and performance by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of the Purchaser. This Agreement has been duly executed by the Purchaser, and when delivered by the Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against it in accordance with its terms, except: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

Organization, Authority. Farmor is registered, validly existing and in good standing under the laws of the Cayman Islands. Farmor has the corporate power and authority to own its property and to carry on its business as presently conducted, and to enter into and to comply with the terms of this Agreement. The execution, delivery, and performance of this Agreement (and all documents required to be executed and delivered by Farmor hereunder), and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Farmor. This Agreement has been duly executed and delivered by Farmor, and all documents required to be executed and delivered by Farmor hereunder shall be duly executed and delivered by Farmor. This Agreement and any other documents to which Farmor is a party, or is to become a party, pursuant to or in connection with this Agreement constitute legal, valid and binding

Organization, Authority. Farmee is registered, validly existing and in good standing under the laws of the Federal Republic of [[Address B:Address]]. Farmee has the corporate power and authority to own its property and to carry on its business as presently conducted, and to enter into and to comply with the terms of this Agreement. The execution, delivery, and performance of this Agreement (and all documents required to be executed and delivered by Farmee hereunder), and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Farmee. This Agreement has been duly executed and delivered by Farmee, and all documents required to be executed and delivered by Farmee hereunder shall be duly executed and delivered by Farmee. This Agreement and any other document to which Farmee is a party, or is to become a party, pursuant to or in connection with this Agreement constitute legal, valid and binding obligations of Farmee enforceable in accordance with their respective terms.

Organization; Power and Authority. Buyer is duly organized, validly existing and in good standing under the laws of the State of Delaware and consummation by Buyer of the transactions contemplated hereby are within Buyer’s organizational powers and have been duly authorized by all necessary organizational actions on the part of Buyer.

Organization. The Company and any subsidiary that is a significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (each, a “Subsidiary,” collectively, the “Subsidiaries”), are, and will be, duly organized, validly existing as a corporation and in good standing under the laws of their respective jurisdictions of organization. The Company and the Subsidiaries are duly licensed or qualified as a foreign corporation for transaction of business and in good standing under the laws of each other jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires such license or qualification, and have all corporate power and authority necessary to own or hold their respective properties and to conduct their respective businesses as described in the Registration Statement and the Prospectus, except where the failure to be so qualified or in good standing or have such power or authority would not, individually or in the aggregate, have a material adverse effect on the assets, business, operations, earnings, properties, condition (financial or otherwise), prospects, stockholders’ equity or results of operations of the Company and the Subsidiaries taken as a whole, or prevent the consummation of the transactions contemplated hereby (a “Material Adverse Effect”).

Organization. [[Organization C:Organization]] shall not # cause or permit any change to be made in its name, organizational identification number, identity or corporate structure, each as described in [Section 10(h) or (ii)])] change its jurisdiction of organization, unless it shall have provided [[Organization B:Organization]] thirty (30) days’ prior written notice of such change and shall have first taken all action required by [[Organization B:Organization]] for the purpose of perfecting or protecting the lien and security interest of [[Organization B:Organization]] established hereunder.

Organization. Parent is an exempted limited liability company duly organized, validly existing and in good standing under the Laws of Bermuda has all requisite power and authority necessary to carry on its business as it is now being conducted and to own, lease and operate its assets and properties in all material respects.

Organization. Purchaser is a corporation duly formed and incorporated, validly existing and in good standing under the Laws of the State of Florida.

Organization. Emmis is duly organized, validly existing and in good standing under the laws of Indiana, and Emmis has the requisite power and authority to execute, deliver and perform this Agreement.

Organization. Sinclair is duly organized, validly existing and in good standing under the laws of Indiana, and Sinclair has the requisite power and authority to execute, deliver and perform this Agreement.