Purchased Interests. Subject to the terms and conditions hereof, at the Closing (defined below), Emmis shall sell and assign and Sinclair shall purchase and acquire the Purchased Interests free and clear of any and all liens, mortgages, pledges, security interests, claims, encumbrances or any interests of any third party (collectively, “Liens”).

Purchased Interests. Sinclair is legally, financially and otherwise qualified to acquire the Purchased Interests under applicable Law, including without limitation the regulations and policies of the FCC, subject to obtaining the waiver contemplated hereby.

#​ has not assigned, pledged, or otherwise conveyed or encumbered any Purchased Asset to any other Person, and immediately prior to the sale of such Purchased Asset to ​, ​ was the sole owner of such Purchased Asset and had

Purchased Shares. The Cayman Transfer Agent shall hold in escrow the Updated Register of Members reflecting the sale of the Purchased Shares pursuant to [Section 2.4(b)] of the Agreement.

Purchased Assets. The Assets to be purchased from Sellers shall be limited to the following:

THE SALE OF THE PURCHASED SHARES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE PURCHASED SHARES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF # AN EFFECTIVE

are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;

The Assignee agrees to issue to Richard F. Parker & Charlotte B. Parker Revocable Living Trust u/t/d ​, by Charlotte Parker as Trustee, a 25% equity interest in the Assignee based on that certain equity option provision for Membership Interests granted pursuant to the Chief Research Officer ("CRO") Agreement with Richard Parker of even date herewith between the Assignee and Richard Parker. Richard Parker shall irrevocably hold the voting proxy for such Membership Interests. If Richard Parker shall be no longer be the CRO for any reason, then these Membership Interests shall become nonvoting.

To the extent Reinstated under the Plan, distributions on account of Intercompany Interests are not being received by holders of such Intercompany Interests on account of their Intercompany Interests but for the purposes of administrative convenience, for the ultimate benefit of the holders of Reorganized Holdco Interests, and in exchange for the Debtors’ and Reorganized Debtors’ agreement under the Plan to make certain distributions to the holders of Allowed Claims. For the avoidance of doubt, any Interest in non-Debtor subsidiaries owned by a Debtor shall continue to be owned by the applicable Reorganized Debtor.

1 Purchased Interests