Nine Radio Stations in California

Sale of Assets of Casa Media Partners, LLC., including nine radio stations: (i) KIQQ (AM) of Barstow, CA (FCC Facility ID No. 60423), (ii) KIQQ-FM of Newberry Springs, CA (FCC Facility ID No. 79388), (iii) KAEH (FM) of Beaumont, CA (FCC Facility ID No. 3727), (iv) KMQA of East Porterville, CA (FCC Facility No. 3395), (v) KMEN of Mendota, CA (FCC Facility No. 88205), (vi) KTNS of Oakhurst CA (FCC Facility No. 8338), (vii) KAAT of Oakhurst, CA (FCC Facility No. 8341), (viii) KAAT-FM1 of Merced, CA (FCC Facility No. 132814), and (ix) K282AE of Oakhurst, CA (FCC Facility ID No. 8332) (the “Stations”). The Sale Assets also include:

• Licenses: All licenses, permits and other authorizations issued to CMP by the FCC with respect to the Stations (the “FCC Licenses”), including but not limited those described on Schedule 1.1(a), and including any renewals or modifications thereof between the date hereof and Closing;
• Tangible Personal Property: CMP’s equipment, transmitters, antennas, cables, towers, furniture, fixtures, spare parts, vehicles and other tangible personal property of every kind and description that are primarily used or held for use in the operation of the Stations including certain assets located at 13340 Saticoy Street, Suite A/B, North Hollywood, California 91605 (collectively, the “Tangible Personal Property”), including but not limited to such assets listed on Schedule 1.1(b). The Tangible Personal Property will be delivered in working condition and, where applicable, capable of operating in compliance with the applicable rules, regulations and guidelines of the FCC and the FCC Licenses of the Station(s) unless CMP has previously requested or is operating under a Special Temporary Authority with respect to such assets that are not in compliance. Any repairs required to comply with this provision are the sole responsibility of CMP. If not cured/repaired to the satisfaction of Purchaser in its sole discretion prior to Closing, Purchaser shall be entitled to make such repairs using the funds held pursuant to the post-closing Escrow/Holdback agreement;
• Real Property Leases: CMP’s leases or licenses for the studio and transmitter sites of the Stations (including any appurtenant easements and use of improvements located thereon), as listed on Schedule 1.1(c) (the “Real Property Leases”);
• Station Contracts: Those contracts and agreements (“Station Contracts”) which Purchaser has agreed to assume, as listed on Schedule 1.1(d);
• Intangible Property: All CMP’s rights in and to the Stations’ call letters, trademarks, Federally registered trademarks, trade names, service marks, designs, trade names, trade secrets, Internet domain names, URLs, websites, web content, accounts with Twitter, Facebook and other social media companies (including log-ins, and passwords) and the content found thereon and related thereto, databases, software or applications (including user applications, source code, executable code, systems, tools, data, firmware and related documentation), copyrights and other works of authorship, programs and programming material, jingles, slogans, logos, content, all applications, registrations and renewals relating to any of the foregoing, any other intellectual property rights or proprietary rights in or arising from any of the foregoing, and in all tangible embodiments of the foregoing, including all licenses, sublicenses and other rights granted and obtained with respect thereto, and rights thereunder, including rights to collect royalties, products and proceeds, rights to sue and bring other claims and seek remedies against past, present and future infringements or misappropriations thereof or other conflicts therewith, rights to recover damages or lost profits in connection therewith, and other rights to recover damages (including attorneys’ fees and expenses) or lost profits in connection therewith, and otherwise to seek protection or enforcement of interests therein under the applicable legal requirements of all jurisdictions (the “Intangible Property”), including but not limited to such items as listed on Schedule 1.1(e) and with the exception of the right to use the Intangible Property in the States of Washington and Oregon; and
• Technical Records: CMP’s rights in and to all the technical records (or copies thereof) relating to the operation of the Stations, including each Station’s local public file (paper and/or online), blueprints, technical information and engineering data, and FCC required logs.