Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “ Agreement ”) is made and entered into as of June 27, 2017, by and among John N. Kyle II, Kristina C. Bruni, King Forward, Inc., Equity Trust Co FBO John N. Kyle, Tiger Eye Licensing L.L.C., Bella Spectra Corporation, Kim Ann Dagen and Michael S. Dagen, Trustees of the Kim Ann Dagen Revocable Living Trust Agreement dated March 2, 1999, Madison Avenue Ventures LLC, Paul Donner, Reeves Callaway, Don Shalhub, Shalhub Medical Investments PA, Tipi Sha, LLC, Luis O. Suau, Irwin Podhajser, Humberto Garriga (collectively, the “ Sellers ”) and DTV Holding Inc., a Delaware corporation (the “ Purchaser ”) (each of the Sellers and the Purchaser, a “ Party ” to this Agreement, and collectively, the “ Parties ”).

RECITALS

WHEREAS , the Purchaser desires to purchase the number of shares of common stock, par value $0.01 per share (the " Common Stock ") of DTV America Corporation, a Delaware corporation (the " Company ") set forth on Schedule A hereto (the “ Shares ”) from the Sellers subject to the consent of the Federal Communications Commission (the " FCC ");

WHEREAS, the Purchaser is also receiving certain voting rights to shares of Common Stock of the Company (including shares exercisable upon the exercise of options), as set forth on Schedule B attached hereto, subject to an Investor Rights Agreement as set forth as Exhibit 1 attached hereto (“ Investor Rights Agreement ”).

NOW, THEREFORE , in consideration of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

SALE AND PURCHASE OF SHARES

Section 1.1      Purchase . Subject to the terms and conditions of this Agreement and, subject to and conditioned upon the satisfaction of certain conditions referenced herein, including the receipt of the approval of the FCC (the “ FCC Approval ”) to an application for the transfer of control of the Company (the “ FCC Application ”) the Sellers shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, in cash, at the Closing, free and clear of any and all Liens (as defined herein) other than Permitted Liens (as defined herein) the Shares for $1.00 per share (the " Purchase Price Per Share ") for an aggregate total of Thirteen Million Two Hundred Thousand One Hundred and Fifty Eight Dollars ($13,200,158), such sale, assignment, transfer, conveyance and delivery to be effective the second business day following the receipt of FCC Approval and satisfaction or waiver of all of the conditions set forth in Article 5 hereof (the “ Effective Time ”).

Section 1.2      Deliverables . At the Effective Time:

(a)      each Seller will deliver to the Purchaser all of such Seller’s right, title and interest in and to such Seller's Shares by delivery of one or more certificates evidencing such Seller's Shares, endorsed to the Purchaser or accompanied by duly executed stock powers or other instrument of assignment;

(b)      the Purchaser will pay to each Seller, as aggregate consideration for such Seller's Shares, in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by such Seller to the Purchaser, an amount equal to the (i) number of such Seller's Shares, multiplied by (ii) $1.00.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

Section 2.1      Representations and Warranties of the Sellers .

Each Seller hereby severally represents and warrants to the Purchaser, as of the date hereof and as of the Effective Time, as follows:

(a)      Such Seller that is not a natural person is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and such Seller has the power, authority and capacity to execute and deliver this Agreement, to perform his, her or its obligations hereunder and to consummate the transactions contemplated hereby.

(b)      The execution and delivery of this Agreement by such Seller and the consummation by such Seller of the transactions contemplated hereby (i) do not require such Seller to obtain any consent, approval, authorization, order, registration or qualification of or make any filing with any Governmental Authority (as defined below) (other than in connection with FCC Approval; and (i) except as would not have a material adverse effect on the ability of such Seller to consummate the transactions contemplated by this Agreement on the terms set forth herein or on the ability of such Seller to perform his, her or its obligations under this Agreement, do not and will not constitute or result in a breach, violation or default under (A) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, including any stock exchange or self-regulatory organization, governmental authority, arbitrator, mediator or similar body (each, a “ Governmental Authority ”) applicable to such Seller or (A) the terms of any agreements binding upon such Seller.

(c)      This Agreement has been duly executed and delivered by such Seller and constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity. Such Seller has duly taken all necessary action to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.

(d)      Such Seller is the sole owner of such Seller's Shares. Such Seller is the owner of shares of Common Stock of the Company, warrants to purchase shares of Common Stock of the Company, options to purchase shares of Common Stock of the Company and other securities convertible into shares of Common Stock of the Company as set forth opposite such Seller's name on Schedule C hereto. No person or entity has any beneficial ownership of such Seller's Shares other than such Seller. Such Seller has good and valid title to such Seller's Shares, free and clear of any lien, encumbrance, pledge, charge, security interest, mortgage, title retention agreement, assessment, option, proxy, agreement to vote, equitable or other adverse claim (collectively, “ Liens ”) other than Liens existing under applicable securities laws (collectively, “ Permitted Liens ”), and such Seller has not, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of such Seller's Shares or its ownership rights in such Seller's Shares or (i) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Seller's Shares. There are no contracts, commitments, agreements, understandings or arrangements of any kind (contingent or otherwise) relating to, or granting rights in connection with, the issuance, sale, transfer or ownership of any of such Seller's Shares, other than as contemplated by this Agreement and the Tender Agreement executed by each of the Sellers with the Purchaser. The delivery of such Seller's Shares to the Purchaser pursuant to this Agreement will transfer and convey good, valid and marketable title thereto to the Purchaser, free and clear of all Liens other than Permitted Liens.

(e)      Without limiting the representations and warranties of the Purchaser in Article III , such Seller has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding the transactions contemplated by this Agreement and of making an informed investment decision. Such Seller acknowledges that the Purchaser and its affiliates may be in possession of material non-public information not known to such Seller (the “ Purchaser Excluded Information ”). Such Seller agrees that neither the Purchaser, any of its affiliates nor the Company shall be obligated to disclose any Purchaser Excluded Information or have any liability to such Seller with respect to any such non-disclosure. Such Seller acknowledges the transactions contemplated by the Asset Purchase Agreement (as defined herein). In consideration of the receipt of the Purchase Price Per Share under this Agreement and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, such Seller for himself, herself or itself and his, her or its heirs, affiliates, representatives, successors and assigns, hereby fully waives and irrevocably releases any and all actions, suits, demands, debts, judgments, liabilities, obligations, claims and causes of action of any kind in law and equity or otherwise arising prior to the date hereof, now, or hereafter against the Purchaser, or the Company or any of their respective affiliates, subsidiaries (direct or indirect), members (direct or indirect), partners (direct or indirect), stockholders, managers, directors, officers, employees, agents and representatives including but not limited to, based upon or relating to such non-disclosure and the transactions contemplated by this Agreement and further covenant not to sue, file a claim or bring an action against the Purchaser or the Company, or any of their respective affiliates, subsidiaries (direct or indirect), members (direct or indirect), partners (direct or indirect), stockholders, managers, directors, officers, employees, agents and representatives for any loss, damage or liability arising from any and all actions, suits, demands, debts, judgments, liabilities, obligations, claims and causes of action of any kind in law and equity or otherwise arising prior to the date hereof, now or hereafter, including but not limited

to the transactions contemplated hereby. Such Seller understands and agrees that the Purchase Price Per Share paid for the Shares may differ both in kind and in amount from any distributions that may in future be made in respect of such Shares, and that such distributions may consist solely of securities. In entering into this Agreement, such Seller has consulted with its own advisors and has relied solely upon its own investigation and analysis, without relying upon the Purchaser except to the extent specified in this Agreement.

(f)      Such Seller acknowledges and confirms that he, she or it is aware that the Purchaser is not making any representation or warranty to such Seller with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Purchaser, or with respect to the value of such Seller's Shares.

(g)      Except for the representations and warranties contained in this Agreement, none of the Sellers nor any other person on behalf of any of the Sellers makes any other express or implied representation or warranty with respect to any of the Sellers.

(h)      To Sellers’ knowledge, there are no facts or circumstances that would cause, under the Communications Act of 1934, as amended, and the rules and published policies of the FCC promulgated thereunder (collectively, the “ Communications Laws ”), the FCC to: (i) find that any Seller is not legally, financially, and otherwise qualified to be the licensee of and sell the Stations; (ii) disqualify any Seller as a transferor of the Shares of the Company; (iii) delay the FCC’s processing of the FCC Application because of such Seller’s qualifications; or (d) require a waiver of or exemption from any existing Communication Law on the part of Seller prior to obtaining the FCC Approval.

ARTICLE III

REPRESENTATION AND WARRANTIES OF JOHN N. KYLE II

Section 3.1      John N. Kyle II hereby represents and warrants to the Purchaser, as of the date hereof and as of the Effective Time, that the Company's true and correct capitalization is as follows: 30,542,581 shares of Common Stock of the Company outstanding, warrants to purchase 3,653,228 shares of Common Stock of the Company outstanding, options to purchase 3,690,000 shares of Common Stock of the Company outstanding and other securities convertible into 466,667 shares of Common Stock of the Company outstanding. Except as set forth on Schedule 3.1, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any person any right to subscribe for or acquire any shares of Common Stock of the Company, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of common stock or any options, warrants or other securities convertible into Common Stock of the Company.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1      Representations and Warranties of the Purchaser .

The Purchaser hereby represents and warrants to the Sellers, as of the date hereof and as of the Effective Time, as follows:

(a)      The Purchaser has the power, authority and capacity to execute and deliver this Agreement, to perform the Purchaser’s obligations hereunder and to consummate the transactions contemplated hereby.

(b)      The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby (i) do not require the Purchaser to obtain any consent, approval, authorization, order, registration or qualification of or make any filing with any Governmental Authority (other than in connection with FCC Approval); and (i) except as would not have a material adverse effect on the ability of the Purchaser to consummate the transactions contemplated by this Agreement on the terms set forth herein, do not and will not constitute or result in a breach, violation or default under (A) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any Governmental Authority applicable to the Purchaser or (A) the terms of any agreements binding upon the Purchaser.

(c)      The Purchaser is an accredited investor under the meaning of Regulation D promulgated under the Securities Act of 1933, as amended.

(d)      Without limiting the representations and warranties of the Sellers in Article II, the Purchaser has such knowledge and experience in financial and business matters and in making investment decisions of this type that it is capable of evaluating the merits and risks of making its investment decision regarding the transactions contemplated by this Agreement and of making an informed investment decision. In entering into this Agreement, the Purchaser has consulted with its own advisors and has relied solely upon its own investigation and analysis, without relying upon the Purchaser except to the extent specified in this Agreement.

(e)      This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity.

(f)      Except for the representations and warranties contained in this Agreement, neither the Purchaser nor any other person on behalf of the Purchaser makes any other express or implied representation or warranty with respect to the Purchaser or with respect to any other information provided by or on behalf of the Purchaser.

(g)      To Purchaser’s knowledge, there are no facts or circumstances that would cause, under the Communications Laws, the FCC to: (i) find that Purchaser is not legally, financially, and otherwise qualified to be the transferee of the Stations; (ii) delay the FCC’s processing of the FCC Application because of Purchaser’s qualifications; or (iii) require a waiver of or exemption from any existing Communication Law on the part of Purchaser prior to obtaining the FCC Approval.

ARTICLE V

CLOSING CONDITIONS

Section 5.1      Conditions to Obligations of Purchaser . The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Effective Time, of each of the following conditions:

(a)      No provision of any applicable law and no governmental order shall prohibit the consummation of the transactions contemplated by this Agreement;

(b)      The transactions contemplated by the Asset Purchase Agreement (the "Asset Purchase Agreement"), by and between Purchaser, King Forward Inc., Tiger Eye Broadcasting Corporation, Tiger Eye Licensing L.L.C. and Bella Spectra Corporation shall have been consummated;

(c)      All representations and warranties of the Sellers contained in this Agreement shall be true and complete in all material respects at and as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time except for changes contemplated by this Agreement;

(d)      The Sellers shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or on the Effective Time.

    (e)    All consents, permits, notices, or approval of governmental authorities and other third parties necessary to consummate the transactions contemplated by this Agreement as set forth on Schedule D hereto, including the FCC Approval, shall have been obtained or granted and delivered to Purchaser without the imposition on Purchaser of any material adverse conditions.

(f)     The execution and delivery of the Investor Rights Agreement by the Company and the Sellers party thereto.

(g)     Delivery of one or more certificates evidencing each Seller's Shares, endorsed to the Purchaser or accompanied by duly executed stock powers or other instrument of assignment.

(h)     Between the date of this Agreement and Effective Time, there shall have been no Material Adverse Effect. “ Material Adverse Effect ” means any event, state of facts, circumstance, development, change, effect or occurrence (an “ Effect ”) that, individually or in the aggregate with any other Effect, has had or would reasonably be expected to have a materially adverse effect on (a) the business, properties, assets, financial (and other) condition or results of operation of the

Company or (b) the ability of a Seller to perform its obligations under this Agreement, excluding in all respects any Effects resulting from (i) conditions in the economy of the United States generally, including changes in the United States or foreign credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any town, city or region or country in which the Stations, only to the extent that the Effects thereof are not disparately adverse to or on the Company, conduct business, (ii) general changes or developments in the broadcast low power television industry to the extent that the Effects thereof are not disproportionately adverse to or on the Company, (iii) the execution and delivery of this Agreement, the announcement of this Agreement and the transactions contemplated hereby, the consummation of the transactions contemplated hereby, the compliance with the terms of this Agreement or the taking of any action required by this Agreement or consented to by Purchaser, or (iv) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date hereof only to the extent that the Effect thereof is not disproportionately adverse to or on the Company or (v) the actual knowledge of the Purchaser of the information related to the Company set forth in the exhibits and schedules hereto.

(i)    The execution and delivery of the employment agreements between the Company and each of Humberto Garriga, Irwin Podhajser and Paul Donner attached hereto as Exhibits A, B and C, respectively, hereto.

(j)    The execution and delivery of the consulting agreements between the Company and each of King Forward Inc. and Bella Spectra Corporation attached hereto as Exhibits D and E, respectively.

(k)    The execution and delivery of the Non-Competition, Non-Solicitation and Non-Disparagement Agreement between the Company and each of John N. Kyle II and Kristina Bruni attached hereto as Exhibits F and G respectively.

(l)    Approval in all material respects by the appropriate governmental authority of the resolution of certain issues regarding the Company as approved by the Company's Board of Directors on May 11, 2017.

Section 5.2      Conditions to Obligations of Sellers . The obligations of the Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Effective Time, of each of the following conditions:

(a)      No provision of any applicable law and no governmental order shall prohibit the consummation of the transactions contemplated by this Agreement;

(b)      The transactions contemplated by the Asset Purchase Agreement shall have been consummated;

(c)      All representations and warranties of the Purchaser contained in this Agreement shall be true and complete in all material respects at and as of the date of this Agreement and as of the Effective Time as though made at and as of the Effective Time;

(d)      The Purchaser shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or on the Effective Time.

    (e)    The FCC Approval shall have been obtained or granted and delivered to Purchaser without the imposition on Purchaser of any material adverse conditions.

(f)    Approval in all material respects by the appropriate governmental authority of the resolution of certain issues regarding the Company as approved by the Company's Board of Directors on May 11, 2017.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.1      Termination . This Agreement may be terminated prior to the Effective Time as follows:

(a)      by mutual written consent of Purchaser and Sellers;

(b)      by written notice of Purchaser to Seller if any Seller:

(i)      does not perform the obligations to be performed by he, she or it under this Agreement at the Effective Time; or

(ii)      breaches in any material respect any of his, her or its representations or warranties or defaults in any material respect in the performance of any of his, her or its covenants or agreements contained in this Agreement and such breach or default is not cured within the Cure Period (defined below);

(c)      by written notice of Purchaser to Sellers:

(i)      upon the consummation by the Company of a sale of any assets of the Company on or prior to December 22, 2017; or

(ii)      upon the termination of the Asset Purchase Agreement.

(d)      by written notice of Sellers to Purchaser if Purchaser:

(i)      does not perform the obligations to be performed by it under this Agreement at the Effective Time; or

(ii)      breaches in any material respect any of its representations or warranties or defaults in any material respect in the performance of any of its covenants or agreements contained in this Agreement and such breach or default is not cured within the Cure Period;

(e)      by either Purchaser or Sellers upon written notice to the other party if the consummation of the transaction contemplated hereby shall be prohibited by a final, non-appealable order, decree or injunction of a court of competent jurisdiction; provided that the right to terminate this Agreement under this Section 6.1(d) shall not apply to any party whose action or inaction in fulfilling a material obligation under this Agreement shall have been a cause for the failure of the Closing to occur.

(f)      This Agreement shall terminate if FCC Approval is not obtained on or prior to October 31, 2017, provided that in the event that a party has filed with the FCC a formal or informal objection or other pleading that seeks to petition, delay, dismiss or in any way condition the FCC Approval submitted in connection with this Agreement or the transaction contemplated hereby, then this Agreement shall terminate if FCC Approval is not obtained on or prior to December 22, 2017.

The term “ Cure Period ” as used herein means a period commencing the date Buyer or Sellers receives from the other written notice of breach or default hereunder and continuing until the earlier of (i) fifteen (15) calendar days thereafter or (ii) the Effective Time.

If this Agreement is terminated in accordance with Section 6.1 , this Agreement shall be of no further force and effect, without any liability on the part of any Party, except for Sections 6.3 through 6 .8 and Sections 6.10 through 6.13 , which shall survive the termination of this Agreement. Nothing herein shall relieve any Party of liability for a breach of any representation, warranty, agreement, covenant or other provision of this Agreement prior to the date of termination

Section 6.2      FCC Covenants . The Parties shall promptly prepare an appropriate application for the FCC Approval and shall file the FCC Application with the FCC within seven (7) Business Days of the execution of this Agreement. The cost of the FCC filing fees in connection with the FCC Application shall be borne by the Purchaser irrespective of whether the transactions contemplated by this Agreement are consummated. The Parties shall be individually responsible for their respective attorney's fees connected with the FCC Application. The Parties shall prosecute the FCC Application with all reasonable diligence and otherwise use their commercially reasonable best efforts to obtain the FCC Approval as expeditiously as practicable (including but not limited to the diligent submission of any additional information and promptly entering into, or complying with the terms of, tolling, assignment and escrow agreements on customary conditions, as necessary and requested by the FCC to facilitate the FCC Approval) and shall oppose any objections to the grant of such FCC Approval. The Parties agree to comply with any condition imposed on it by the FCC Approval, except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by the party of any of its representations, warranties, or covenants under this Agreement and (ii) compliance with the condition would have a material adverse effect upon the Party. The Parties shall oppose any requests for reconsideration or judicial review of the FCC Approval; provided that if the request for reconsideration or review or other challenge to the grant of such FCC Approval addresses Purchaser’s characteristics or conduct, or that of its principals, Purchaser shall be

responsible for the costs of defending the FCC Application and if the request for reconsideration or review or other challenge to the grant of such FCC Approval addresses a Seller's characteristics or conduct, or that of their principals, Sellers shall be responsible for the costs of defending the FCC Application. If the Closing shall not have occurred for any reason within the original effective period of the FCC Approval, and no party shall have terminated this Agreement under Section 6.1, the Parties shall jointly request an extension of the effective period of such FCC Approval. No extension of such FCC Approval shall limit the exercise by either party of its rights under Section 6.1. The Parties shall each oppose any petition to deny or other objection filed with respect to the FCC Approval to the extent such petition or objection relates to such party. Neither Party shall take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of such FCC Approval.

Section 6.3      Entire Agreement . This Agreement and the other documents and agreements executed in connection with the transactions contemplated hereby embody the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersede all prior written and contemporaneous oral agreements, representations, warranties, contracts, correspondence, conversations, memoranda and understandings between or among the Parties or any of their agents, representatives or affiliates relative to such subject matter, including any term sheets, emails or draft documents.

Section 6.4      Assignment; Binding Agreement . No Party may assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other Parties. This Agreement and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns; provided, however , that the Purchaser may assign this Agreement or any of its rights and obligations hereunder, in whole or in part, without prior written consent of the other Parties to an affiliate of the Purchaser; provided, further , that such assignment shall not relieve the Purchaser of any obligations under this Agreement.

Section 6.5      Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile or other electronic means shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such Party.

Section 6.6      Governing Law; Trial by Jury .

(a)      This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York without regard to principles of conflicts of laws of such state which refer a matter to the laws of another jurisdiction.

(b)      Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the state and federal courts located in the Borough of Manhattan, County of New York, State of New York. Each of the parties hereby irrevocably and unconditionally submits

with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6.6, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(c)      EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Section 6.7      No Third Party Beneficiaries or Other Rights . Nothing herein shall grant to or create in any person not a party hereto, or any such person’s dependents or heirs, any right to any benefits hereunder, and no such party shall be entitled to sue any party to this Agreement with respect thereto.

Section 6.8      Amendment; Waiver . This Agreement and its terms may not be changed, amended, waived, terminated, augmented, rescinded or discharged, in whole or in part, except by a writing executed by all Parties.

Section 6.9      Further Assurances . Each Party hereby agrees to execute and deliver, or cause to be executed and delivered, such other documents, instruments and agreements, and take such other actions consistent with the terms of this Agreement as may be reasonably necessary in order to accomplish the transactions contemplated by this Agreement.

Section 6.10      Severability . Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, the court making such holding is expressly authorized to modify such invalid, illegal or unenforceable provision in lieu of severing such provision from this Agreement in its entirety, whether by rewriting such provision, deleting any or all of such provision, adding additional language to this Agreement or by making any other modifications as it deems warranted to carry out the intent and agreement of the Parties as embodied in this Agreement to the maximum extent permitted by law. Should any provision of this Agreement be held by a court of competent jurisdiction to be valid, legal or enforceable only if modified, or if any portion of this Agreement shall be held as invalid, illegal or unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to

be binding on the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

Section 6.11      Construction . The definitions given for terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any term shall include the corresponding masculine, feminine and neuter forms. The word “including” shall be deemed to be followed by the phrase “without limitation”. All references to “$” are to the lawful currency of the United States of America. The words “this Agreement”, “hereof”, “hereunder”, “herein”, “hereby” or words of similar import shall refer to this Agreement as a whole and not to a particular section, subsection, clause or other subdivision of this Agreement, unless the context otherwise requires.

Section 6.12      Specific Performance . The Parties acknowledge and agree that a Party could not be made whole by monetary damages in the event that any of the provisions of this Agreement are not performed by the other Party in accordance with their specific terms or are otherwise breached. Accordingly, the Parties agree that, in any such event, the Parties shall be entitled to seek an injunction or injunctions to specifically enforce the terms and provisions hereof in an action instituted in any court of the State of New York having subject matter jurisdiction in respect thereof, and the Parties further hereby agree to waive any requirement for the securing or posting of a bond in connection with the obtaining of such injunctive or other equitable relief.

Section 6.13      Survival . The representations and warranties contained in this Agreement shall survive for the later of (a) the four year anniversary of the Effective Time or (b) the applicable statute of limitations. The rights of the Purchaser to any remedy based on any representations, warranties, covenants or agreements set forth in this Agreement or in any document delivered with respect hereto or thereto shall not be impacted or limited by any knowledge that the Purchaser may have acquired, or could have acquired, whether before or after the Effective Time, nor by any investigation or diligence by the Purchaser. The Sellers hereby acknowledge that, regardless of any investigation made (or not made) by or on behalf of the Purchaser, and regardless of the results of any such investigation, the Purchaser has entered into this transaction in express reliance upon the representations and warranties of the Sellers made in this Agreement.

[Signature pages follow]

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

PURCHASER:

DTV HOLDING INC.

By: /s/ Michael J. Sena    

Name: Michael J. Sena    

Title: Chief Financial Officer    

SELLERS:

/s/ John N. Kyle II    

John N. Kyle II

/s/ Kristina C. Bruni     

Kristina C. Bruni

/s/ Paul Donner     

Paul Donner

/s/ Reeves Callaway     

Reeves Callaway

/s/ Don Shalhub     

Don Shalhub

/s/ Luis O. Suau     

Luis O. Suau

/s/ Irwin Podhajser     

Irwin Podhajser

/s/ Humberto Garriga     

Humberto Garriga

KING FORWARD, INC.

By: /s/ John N. Kyle II    

Name: John N. Kyle II

Title: President

EQUITY TRUST CO FBO JOHN N. KYLE

By: /s/ John N. Kyle II    

Name: John N. Kyle II

Title:

TIGER EYE LICENSING L.L.C.

By: /s/ John N. Kyle II    

Name: John N. Kyle

Title: Managing Member

BELLA SPECTRA CORPORATION

By: /s/ Kristina Bruni    

Name: Kristina Bruni

Title: President

KIM ANN DAGEN AND MICHAEL S. DAGEN, TRUSTEES OF THE KIM ANN DAGEN REVOCABLE LIVING TRUST AGREEMENT DATED MARCH 2, 1999

By: /s/ Michael Dagen     

Name: Michael Dagen

Title: Trustee

MADISON AVENUE VENTURES

By: /s/ Sam Madison     

Name: Sam Madison

Title: President

SHALHUB MEDICAL INVESTMENTS PA

By: /s/ Don Shalhub     

Name: Don Shalhub

Title: Owner

TIPI SHA, LLC

By: /s/ Casey C. Peterson     

Name: Casey C. Peterson

Title: Managing Member

Exhibit 10.2

INVESTOR RIGHTS AGREEMENT

INVESTOR RIGHTS AGREEMENT (this “ Agreement ”) dated as of June 27, 2017 by and among DTV America Corporation, a Delaware corporation (the “ Corporation ”), DTV Holding Inc., a Delaware corporation, and the holders of the Corporation’s common stock, par value $0.01 per share (the “ Common Stock ”) listed on Schedule A hereto (each a “ Stockholder ” and collectively, the “ Stockholders ”), and effective upon and subject to the consummation of the transactions contemplated by the Securities Purchase Agreement (as defined below) which will result in DTV Holding and its Affiliates (each as defined below) owning more than fifty (50%) of the currently outstanding shares of Common Stock of the Corporation.

WHEREAS, each Stockholder is the beneficial owner of a number of shares of Common Stock; and

WHEREAS, the parties desire to enter into this Agreement to set forth certain agreements and understandings with respect to how shares of Common Stock held by the Stockholders entitle such Stockholders to certain rights and impose certain obligations and restrictions on the Stockholders in connection with the ownership of such shares of Common Stock;

NOW, THEREFORE, in consideration of the foregoing and the mutual promises contained herein, the Corporation and the Stockholders hereby agree as follows:

1. Definitions.

“ Affiliate ” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. As used in this definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“ Board of Directors ” means, the Board of Directors of the Corporation.

“ Certificate of Incorporation ” means the Corporation’s Certificate of Incorporation, as amended and/or amended and restated from time to time.

“ Common Stock ” means the Corporation's common stock, par value $0.01 per share.

“ Convertible Securities ” means any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.

“ Deemed Liquidation Event ” means the consummation of:

(a) a merger or consolidation in which

(i) the Corporation is a constituent party, or

(ii) a Subsidiary is a constituent party and the Corporation issues shares of its capital stock pursuant to such merger or consolidation,

except any such merger or consolidation involving the Corporation or a Subsidiary in which the shares of capital stock of the Corporation outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation ( provided that , all shares of Common Stock issuable upon exercise of Options outstanding and then exercisable immediately prior to such merger or consolidation or upon conversion of Convertible Securities outstanding and then convertible immediately prior to such merger or consolidation shall be deemed to be outstanding immediately prior to such merger or consolidation and, if applicable, converted or exchanged in such merger or consolidation on the same terms as the actual outstanding shares of Common Stock are converted or exchanged); or

(b) the sale, lease, transfer, grant of an exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any Subsidiary of all or substantially all of the assets of the Corporation and/or its Subsidiaries, taken as a whole, or the sale, transfer or other disposition (by means of a sale of outstanding shares, merger, consolidation or any other transaction) of capital stock of any such Subsidiary constituting a majority of the voting securities of any such Subsidiary, if such transaction or series of related transactions has the effect of a sale or other disposition of all or substantially all of the assets of the Corporation and its Subsidiaries, taken as a whole), except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Subsidiary.

“ DTV Holding ” means DTV Holding Inc., a Delaware corporation.

“ Exempted Securities ” means the issuance of (a) shares of Common Stock or options (in each case, at a value or exercise price equal to the fair market value as determined in good faith by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee comprised solely of non-employee directors established for such purpose) to employees, officers or directors of the Corporation pursuant to any stock or option plan, duly adopted for such purpose by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee comprised solely of non-employee directors established for such purpose; or (b) securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, all as listed on Schedule 1.1.

" FCC Licenses " means licenses and permits with, or issued or regulated by, the Federal Communications Commission or equivalent state agency.

“ GAAP ” means United States generally accepted accounting principles.

“ Management Stockholders ” shall mean John Kyle, Kristina Bruni, Humberto Garriga, Paul Donner and Irwin Podhajser.

“ New Securities ” means, collectively, equity securities of the Corporation, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

“ Notice ” means written notice from DTV Holding notifying the Selling Stockholders that DTV Holding intends to exercise its Right of First Refusal as to some or all of the Shares with respect to any Proposed Stockholder Transfer.

“ Options ” means rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

“ Person ” means an individual, firm, corporation, partnership, association, limited liability Corporation, trust or any other entity.

“ Proposed Stockholder Transfer ” means any Transfer proposed by any of the Management Stockholders.

“ Proposed Transfer Notice ” means written notice from a Management Stockholder setting forth the terms and conditions of a Proposed Stockholder Transfer.

“ Prospective Transferee ” means any Person to whom a Management Stockholder proposes to make a Proposed Stockholder Transfer.

“ Public Offering ” means the sale of shares of Common Stock to the public in an offering pursuant to an effective registration statement under the Securities Act.

“ Qualified IPO ” shall mean any transaction that results, or series of related transactions that result, in: (i) the shares of Common Stock in the Company being registered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”); or (ii) the shares of Common Stock of the Company being exchanged for the shares of common stock of any corporation that are registered under the Exchange Act.

“ Right of First Refusal ” means the right, but not an obligation, of DTV Holding, or its permitted transferees or assigns, to purchase some or all of the Shares with respect to a Proposed Stockholder Transfer, on the terms and conditions specified in the Proposed Transfer Notice.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Securities Purchase Agreement ” means that certain Securities Purchase Agreement dated as of the date hereof among DTV Holding and stockholders of the Corporation party thereto.

“ Selling Stockholder ” means any Management Stockholder proposing to make a Proposed Stockholder Transfer.

“ Shares ” means shares of Common Stock owned by a Stockholder, or issued to a Stockholder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like and shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options).

“ Stockholder ” means the persons named on Schedule A hereto.

“ Stock Sale ” means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Corporation shares of the Corporation’s capital stock representing more than fifty percent (50%) of the outstanding voting power of the Corporation.

“ Subsidiary ” shall mean, with respect to the Corporation, any corporation, partnership, limited liability company or other business entity in which the Corporation owns directly, and/or indirectly through any other Subsidiary of the Corporation, more than fifty percent (50%) of the outstanding common stock or other outstanding equity securities ordinarily entitled to vote of such entity.

“ Transfer ” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any equity securities of the Corporation, Options or Convertible Securities owned by a Person or any interest (including a beneficial interest) in any equity securities of the Corporation, Options or Convertible Securities owned by a Person. "Transfer", when used as a noun, shall have a correlative meaning.

2.      Agreement Among the Management Stockholders and DTV Holding.

2.1      Right of First Refusal .

(a)      Grant . Subject to the terms of Section 2.2(c) , each Management Stockholder hereby unconditionally and irrevocably grants to DTV Holding a Right of First Refusal to purchase all or any portion of Shares that such Stockholder may propose to Transfer in a Proposed Stockholder Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee in such Proposed Stockholder Transfer.

(b)      Notice . Each Selling Stockholder proposing to make a Proposed Stockholder Transfer must deliver a Proposed Transfer Notice to DTV Holding not later than forty-five (45) days prior to the consummation of such Proposed Stockholder Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of consideration and copies of any agreements or other documentation) of the Proposed Stockholder Transfer and the identity of the Prospective Transferee. To exercise its Right of First Refusal under this Section 2 , DTV Holding must deliver a Notice to the Selling Stockholder within fifteen (15) days after receipt of the Proposed Transfer Notice. In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Selling Stockholder with the

Corporation or any third party that contains a right of first refusal, the Corporation and such Selling Stockholder acknowledge and agree that the terms of this Agreement shall control.

(c)      Consideration; Closing . If the consideration proposed in the Proposed Transfer Notice to be paid for the Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by the Corporation’s Board of Directors. If DTV Holding cannot for any reason pay for the Shares in the same form of non-cash consideration, DTV Holding may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Notice. The closing of the purchase of Shares by DTV Holding shall take place, and all payments from DTV Holding shall have been delivered to the Selling Stockholder, by the date specified in the Proposed Transfer Notice as the intended date of the Proposed Stockholder Transfer.

(d)      Additional Compliance . If any Proposed Stockholder Transfer is not consummated within sixty (60) days after receipt of the Proposed Transfer Notice by DTV Holding, the Selling Stockholder proposing the Proposed Stockholder Transfer may not sell any Shares unless they first comply in full with each provision of this Section 2.1 . The exercise or election not to exercise any right by DTV Holding hereunder shall not adversely affect its right to participate in any other sales of Shares subject to this Section 2.1 .

2.2      Effect of Failure to Comply .

(a)      Transfer Void; Equitable Relief . Any Proposed Stockholder Transfer not made in compliance with the requirements of this Agreement shall be null and void ab initio , shall not be recorded on the books of the Corporation or its transfer agent and shall not be recognized by the Corporation. Each party hereto acknowledges and agrees that any breach of this Agreement would result in substantial harm to the other parties hereto for which monetary damages alone could not adequately compensate. Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Shares not made in strict compliance with this Agreement).

(b)      Violation of First Refusal Right . If any party hereto becomes obligated to sell any Shares to DTV Holding under this Agreement and fails to deliver such Shares in accordance with the terms of this Agreement, DTV Holding may, at its option, in addition to all other remedies it may have, send to such party the purchase price for such Shares as is herein specified and transfer to the name of DTV Holding (and provide the Corporation with documentation reasonably sufficient to establish its right to the shares and request that the Corporation effect such transfer in the name of such Stockholder) on the Corporation’s books the certificate or certificates representing the Shares to be sold.

(c)      Exempted Offerings . Notwithstanding the foregoing or anything to the contrary herein, the provisions of Section 2.1 shall not apply to the sale of any Shares (a) to the public in a Public Offering or (b) pursuant to a Deemed Liquidation Event.

(d)      Prohibited Transferees . Notwithstanding the foregoing, no Management Stockholder shall transfer any Shares to any entity which, in the determination of the Board of Directors, directly or indirectly competes with the Corporation (other than DTV Holding or its Affiliates).

2.3      Termination . The covenants set forth in Section 2.1 and Section 2.2 shall terminate and be of no further force or effect on the fifth anniversary of the Effective Date (as defined below).    

3.      Legends . Each certificate representing shares of Shares held by the Stockholders or issued to any permitted transferee in connection with a transfer permitted by this Agreement shall be endorsed with the following legends:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM.

THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF A CERTAIN INVESTOR RIGHTS AGREEMENT BY AND AMONG THE CORPORATION AND CERTAIN OTHER HOLDERS OF STOCK OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

Each Stockholder agrees that the Corporation may instruct its transfer agent to impose transfer restrictions on the shares represented by certificates bearing the legends referred to in this Section 3 above to enforce the provisions of this Agreement, and the Corporation agrees to promptly do so. The legends shall be removed upon termination of this Agreement at the request of the holder.

4.      Rights to Future Stock Issuances .

4.1      Right of First Offer . Subject to the terms and conditions of this Section 4.1, applicable securities laws and the 2015 SPA (as defined below), if the Corporation proposes to offer or sell any New Securities, the Corporation shall first offer such New Securities to DTV Holding.

(a)      The Corporation shall promptly give notice (the “ Offer Notice ”) to DTV Holding, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered or (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b)      By notification to the Corporation within ten (10) Business Days after the Offer Notice is received, DTV Holding may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities that equals the proportion that the Common Stock then held by DTV Holding as it bears to the total Common Stock then outstanding among all Stockholders (assuming full conversion and/or exercise, as applicable, of all other securities or rights convertible into, or exchangeable for (in each case, directly or indirectly), Common Stock, including Options and Convertible Securities). If DTV Holding elects to purchase or acquire all the shares of Common Stock available to it, after the expiration of such ten (10) Business Day period, the Corporation shall promptly notify DTV Holding of any other Corporation stockholder’s failure to do likewise pursuant to the Stock Purchase Agreement dated as of July 15, 2015 by and among the Corporation and the purchasers a party thereto (the “ 2015 SPA ”). During the ten (10) day period commencing after the receipt of such notice given by the Corporation, DTV Holding may, by giving notice to the Corporation, elect to purchase or acquire, in addition to the number of shares specified above, up to that portion of the New Securities for which such Corporation stockholders were entitled to subscribe pursuant to the 2015 SPA, but that were not subscribed for by such stockholders. The closing of any sale pursuant to this Section 4.1(b) shall occur on the date of the first closing of the sale of New Securities pursuant to Section 4.1(c) or, if no such sale under Section 4.1(c) shall occur, no later than the date which is one hundred twenty (120) days of the date that the Offer Notice is given.

(c)      If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Section 4.1(b) , the Corporation shall, during the ninety (90) day period following the expiration of the periods provided in Section 4.1(b) , offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If the Corporation does not enter into an agreement for the sale of the New Securities referred to in the Offer Notice which are not elected to be purchased or acquired as provided in Section 4.1(b) within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and all of the New Securities referred to in the Offer Notice shall not be offered unless first reoffered to the Investor Stockholders in accordance with this Section 4.1 .

(d)      The right of first offer in this Section 4.1 shall not be applicable to (i) Exempted Securities and (ii) shares of Common Stock issued in a Qualified IPO.

4.2      Termination . The covenants set forth in Section 4.1 shall terminate and be of no further force or effect immediately before but subject to the consummation of a Qualified IPO.

5.      Matters Requiring Stockholder Approval . The Corporation hereby covenants and agrees with DTV Holding that it shall not without the prior written consent or affirmative vote of DTV Holding or its Affiliate:

5.1      liquidate, dissolve or wind-up the business and affairs of the Corporation or any Subsidiary, effect any merger, consolidation, recapitalization, reorganization or similar

transaction involving the Corporation or any Subsidiary, effect any Deemed Liquidation Event, or consent to any of the foregoing;

5.2      create, or authorize the creation or issuance of, or issue or obligate itself to issue shares (either directly or by a Subsidiary) of, any additional class or series of capital stock or shares of such a class or series;

5.3      create, or authorize the creation of, or issue any security convertible into or exercisable for any equity security of the Corporation or a Subsidiary;

5.4      incur any debt, create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or guaranty the payment obligations of any debt or any debt security of a third party, or permit a Subsidiary to incur any debt, create, or authorize the creation of any debt security or guaranty the payment obligations of any debt or any debt security of any third party, or permit any Subsidiary to take any such action with respect to any debt security or any debt;

5.5      effect, or permit any Subsidiary to effect, any acquisition of the capital stock of another entity or acquire, permit any Subsidiary to acquire, all or substantially all of the assets of another entity or make, or permit any Subsidiary to make, any advance or loan to another entity or to an Affiliate of the Corporation;

5.6      enter into, be a party to, amend, modify or supplement, or permit any Subsidiary to enter into, be a party to, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any director, officer, employee or Affiliate of the Corporation or any Subsidiary or any “associate” (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the " Exchange Act ")) of any such Person, or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such Person or individual owns a material interest;

5.7      directly or indirectly, purchase, exchange, redeem or declare or pay any dividend on any capital stock;

5.8      increase or decrease the authorized number of directors constituting the Board of Directors;

5.9      effect a Stock Sale to which the Corporation is a party;

5.10      amend, modify or waive any provision of any stock option plan or equity incentive plan of the Corporation or a Subsidiary, or create a new stock option plan or equity incentive plan of the Corporation or any Subsidiary;

5.11      form, create or organize a Subsidiary or sell or enter into an agreement to sell the shares of any Subsidiary;

5.12      acquire or enter into, or permit any Subsidiary to acquire or enter into, any interest in any company or business (whether by a purchase of assets, purchase of stock, merger or

otherwise), or any joint venture or guarantee of any obligation or sell all or substantially all of its assets;

5.13      make any amendment to the Corporation's Certificate of Incorporation or the Corporation's bylaws or file any certificate of designations with the Delaware Secretary of State; or

5.14      amend this Agreement.

6.      Irrevocable Proxy and Power of Attorney; Board of Directors .

6.1      Irrevocable Proxy and Power of Attorney .

        (a) Each Stockholder (other than DTV Holding) hereby irrevocably (to the fullest extent permitted by law) appoints DTV Holding and any designee of DTV Holding, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote at every meeting of stockholders of the Corporation, and at every adjournment or postponement thereof and to act by written consent with respect to Common Stock now owned and acquired hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by Stockholder, or over which such Stockholder has voting control, on all matters presented at such meeting or taking action by written consent, including but not limited to, the matters set forth in Section 6.2 of this Agreement, in accordance with the provisions of Section 6 hereof. This irrevocable proxy and power of attorney is given to secure the performance of the duties of the Stockholders under this Agreement. In furtherance of the agreements herein and concurrently with the execution of this Agreement, each Stockholder (other than DTV Holding) shall deliver to DTV Holding a proxy in the form attached hereto as Exhibit A . This proxy and power of attorney granted by each Stockholder (other than DTV Holding) shall be irrevocable to the fullest extent permitted by law, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy and shall revoke any and all prior proxies granted by any Stockholder (other than DTV Holding) with respect to Common Stock now owned and acquired hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by Stockholder, or over which such Stockholder has voting control. The power of attorney granted by each Stockholder (other than DTV Holding) herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity of such Stockholder. The proxy and power of attorney granted hereunder shall be effective upon the Effective Date and shall terminate and be of no further force and effect upon the date after the ten year anniversary of the Effective Date.

            (b) Each Stockholder hereby represents and warrants to the Corporation that any proxies heretofore given by it in respect of its Common Stock previously are not irrevocable, that any such proxies have heretofore been effectively revoked, and that written notice of revocation of such proxies has been delivered to any such proxy holders.

(c) Each Stockholder shall not enter into any agreement or understanding with any Person to vote or give instructions in any manner inconsistent with the terms of this Section 6.

(d) Each Stockholder represents, only with respect to himself, herself or itself, that he, she or it is the beneficial owner (as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as amended,) of the shares of Common Stock, warrants to purchase shares of Common Stock of the Corporation and options to purchase shares of Common Stock of the Corporation set forth on Schedule A hereto.

6.2      Board Composition . Each Stockholder agrees to vote, or cause to be voted, all Common Stock now owned and acquired hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders, and the Corporation shall take all necessary or desirable actions within its control (including, without limitation, calling special board and stockholder meetings), so the following actions can be taken and the following persons can be elected to the Board of Directors:

(a)      Each Stockholder also agrees to vote, or cause to be voted, all shares of Common Stock now owned and acquired hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by such Stockholder, or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within such Stockholder's control, and the Corporation shall take all necessary or desirable actions within its control, from time to time and at all times, in whatever manner as shall be necessary to ensure that all members of the Corporation's Board of Directors which includes John Kyle, Paul DeStefanis, Michael Dagen, Jim Bocock and Humberto Garriga are removed or cause to be removed as members of the Corporation's Board of Directors;

(b)      Each Stockholder also agrees to vote, or cause to be voted, all shares of Common Stock now owned and acquired hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by such Stockholder, or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within such Stockholder's control, and the Corporation shall take all necessary or desirable actions within its control, from time to time and at all times, in whatever manner as shall be necessary to ensure the election and appointment of five individuals designated by DTV Holding to the Corporation's Board of Directors, initially, Philip A. Falcone, Les B. Levi and three other individuals as designated by DTV Holding pursuant to this Agreement (the " DTV Holding Directors ");

(c)      To the extent that clause (b) above shall not be applicable, any member of the Board of Directors who would otherwise have been designated in accordance with the terms

thereof shall instead be voted upon by all of the stockholders of the Corporation entitled to vote thereon in accordance with, and pursuant to, the Certificate of Incorporation, the Corporation's bylaws, and applicable law.

So long as designees of DTV Holding serve as members of the Corporation's Board of Directors, and five years thereafter, the Certificate of Incorporation and the Corporation's bylaws shall provide for indemnification and exculpation of directors to the fullest extent permitted under applicable law.

6.3      Failure to Designate a Board Member . In the absence of any designation from the Persons with the right to designate a director as specified above, the director previously designated by them and then serving shall be reelected if still eligible and willing to serve as provided herein. Until such designee is chosen, the remaining members of the Board of Directors shall continue to operate as a fully functioning Board of Directors.

6.4      Removal of Board Members . Each Stockholder also agrees to vote, or cause to be voted, all shares of Common Stock now owned and acquired hereafter (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like or shares of Common Stock issued to a Stockholder upon the conversion and/or exercise of Convertible Securities and Options) by such Stockholder, or over which such Stockholder has voting control, and shall take all other necessary or desirable actions within such Stockholder's control, and the Corporation shall take all necessary or desirable actions within its control, from time to time and at all times (including, without limitation, calling special board and stockholder meetings), in whatever manner as shall be necessary to ensure that:

(a)      no director elected pursuant to Section 6.2 or 6.3 of this Agreement may be removed from office unless such removal is directed or approved by the affirmative vote in writing of the Person entitled under Section 6 to designate that director;

(b)      any vacancies created by the resignation, removal, disability or death of a director elected pursuant to Section 6.2 or 6.3 shall be filled pursuant to the provisions of this Section 6 ; and

(c)      upon the request of any party entitled to designate a director as provided in Subsections 6.2(b) to remove such director, such director shall be removed.

All Stockholders agree to execute any written consents required to perform the obligations of this Agreement, and the Corporation agrees at the request of any party entitled to designate directors to call a special meeting of stockholders for the purpose of electing directors.

6.5      Subsidiary Board Composition . At all times, the composition of any board of directors of any Subsidiary shall be the same as that of the Board of Directors.

7.      Matters Requiring Board Approval . The Corporation hereby covenants and agrees with each of the Stockholders that it shall not, without approval of a majority of the Board of

Directors which approval shall require the affirmative vote of at least three directors who are designees of DTV Holding:

(a)      permit any Subsidiary to own any stock or other securities of, any Subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Corporation;

(b)      make, or permit any Subsidiary to make, any loan or advance to any Person, including, without limitation, any employee or director of the Corporation or any Subsidiary or guaranty the payment obligations of the Corporation, any employee or director of the Corporation or any third party;

(c)      incur or permit any Subsidiary to incur any aggregate indebtedness in excess of $100,000 that is not already included in a budget approved by the Board of Directors;

(d)      hire, terminate, or award, or change the, compensation of the (i) executive officers, or (ii) any consultant or any employee whose annual compensation is in excess of $50,000, including approving any bonuses, option grants or stock awards to such executive officers, consultants and employees;

(e)      change the principal business of the Corporation or enter into new lines of business or exit the current lines of business;

(f)      enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock or acquisition of assets) by the Corporation of any assets (including FCC Licenses) and/or equity interests of any Person;

(g)      enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange or other disposition (including by merger, consolidation, sale of stock or sale of assets) by the Corporation of any assets (including FCC Licenses);

(h)      enter into or amend any material term of (i) any employment agreement or arrangement with any senior employee or (ii) any benefit, severance, bonus, management equity or other similar plan;

(i)      settle any lawsuit, action, dispute or other proceeding or otherwise assume any liability or agree to the provision of any equitable relief by the Corporation;

(j)      appoint or remove (with or without cause) any officer;

(k)      enter into any corporate strategic relationship involving the payment, contribution, or assignment by the Corporation or to the Corporation of money or assets greater than $50,000;

(l)      approve the annual business plan and operating budget of the Corporation;

(m)      liquidate, dissolve or wind-up the business and affairs of the Corporation or any Subsidiary, effect any merger, consolidation, recapitalization, reorganization or similar transaction involving the Corporation or any Subsidiary, effect any Deemed Liquidation Event, or consent to any of the foregoing;

(n)      create, or authorize the creation or issuance of, or issue or obligate itself to issue shares (either directly or by a Subsidiary) of, any additional class or series of capital stock or shares of such a class or series;

(o)      create, or authorize the creation of, or issue any security convertible into or exercisable for any equity security of the Corporation or a Subsidiary;

(p)      incur any debt, create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or guaranty the payment obligations of any debt or any debt security of a third party, or permit a Subsidiary to incur any debt, create, or authorize the creation of any debt security or guaranty the payment obligations of any debt or any debt security of any third party, or permit any Subsidiary to take any such action with respect to any debt security or any debt except as permitted pursuant to the Amended and Restated Secured Note dated as of December 23, 2016 from the Corporation to an Affiliate of DTV Holding, the Secured Note dated as of June 27, 2017 from the Corporation to Great American Insurance Company and the Secured Note dated as of June 27, 2017 from the Corporation to Great American Life Insurance Company;

(q)      effect, or permit any Subsidiary to effect, any acquisition of the capital stock of another entity or acquire, permit any Subsidiary to acquire, all or substantially all of the assets of another entity or make, or permit any Subsidiary to make, any advance or loan to another entity or to an Affiliate of the Corporation;

(r)      otherwise enter into, be a party to, amend, modify or supplement, or permit any Subsidiary to enter into, be a party to, amend, modify or supplement, any agreement, transaction, commitment or arrangement with any director, officer, employee or Affiliate of the Corporation or any Subsidiary or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, or with any individual related by blood, marriage, or adoption to any such individual or with any entity in which any such Person or individual owns a material interest;

(s)      directly or indirectly, purchase, exchange, redeem or declare or pay any dividend on any capital stock;

(t)      increase or decrease the authorized number of directors constituting the Board of Directors;

(u)      effect a Stock Sale to which the Corporation is a party;

(v)      amend, modify or waive any provision of any stock option plan or equity incentive plan of the Corporation or a Subsidiary, or create a new stock option plan or equity incentive plan of the Corporation or any Subsidiary;

(w)      form, create or organize a Subsidiary or sell or enter into an agreement to sell the shares of any Subsidiary;

(x)      acquire or enter into, or permit any Subsidiary to acquire or enter into, any interest in any company or business (whether by a purchase of assets, purchase of stock, merger or otherwise), or any joint venture or guarantee of any obligation or sell all or substantially all of its assets;

(y)      make any amendment to the Corporation's Certificate of Incorporation or the Corporation's bylaws or file any certificate of designations with the Delaware Secretary of State; or

(z)      amend this Agreement.

8.      Confidentiality and Disclosure .

8.1      Confidentiality . Each Stockholder agrees that such Stockholder will keep confidential and will not disclose, divulge, or use for any purpose (other than to monitor its investment in the Corporation) any confidential information obtained from the Corporation pursuant to the terms of this Agreement, unless such confidential information (a) is known or becomes known to the public in general (other than as a result of a breach of this Section 8.1 by such Stockholder), (b) is or has been independently developed or conceived by the Stockholder without use of the Corporation’s confidential information, or (c) is or has been made known or disclosed to the Stockholder by a third party without a breach of any obligation of confidentiality to the Corporation; provided, however, that a Stockholder may disclose confidential information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary to obtain their services in connection with monitoring its investment in the Corporation; (ii) to any prospective purchaser of any Shares from such Stockholder, if such prospective purchaser agrees to be bound by the provisions of this Section 8.1; (iii) to any Affiliate, director, officer, partner, member, stockholder, employee of such Stockholder or of a wholly owned subsidiary of such Stockholder in the ordinary course of business and who has a need to know such information, provided that such Stockholder informs such Person that such information is confidential and directs such Person to maintain the confidentiality of such information; or (iv) as may otherwise be required by law, provided that the Stockholder promptly notifies the Corporation of such disclosure and takes reasonable steps to minimize the extent of any such required disclosure.

8.2      Publicity . Notwithstanding the restrictions in Section 8.1 above, each Stockholder shall be entitled, from time to time, to disclose its investment and shall be allowed to make such disclosures as required to regulatory authorities having jurisdiction over such Stockholder or by applicable law.

9.      Information Rights .

9.1      Delivery of Financial Information . The Corporation shall deliver to DTV Holding:

(a)      as soon as practicable, but in any event within one hundred twenty (120) days of the end of each fiscal year, audited income statements and statements of cash flow for such fiscal year, an audited balance sheet as of the end of such fiscal year, and a statement of stockholders' equity as of the end of such fiscal year, all prepared in accordance with GAAP;

(b)      as soon as practicable, but in any event within thirty (30) days of the end of each fiscal quarter of the Corporation (other than the fourth fiscal quarter of the Corporation), an unaudited statement of income, unaudited statement of cash flow, unaudited statement of stockholders' equity and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(c)      as soon as practicable, but in any event within thirty (30) days after the end of each of the first eleven (11) months of each fiscal year of the Corporation, an unaudited statement of income, unaudited statement of cash flow, and an unaudited balance sheet as of the end of such fiscal month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP);

(d)      as soon as practicable, but in any event within thirty (30) days of the beginning of each fiscal year, an annual capital and operating budget for such fiscal year, which budget shall have been approved by the Board of Directors; and

(e)      other financial and business information reasonably requested by DTV Holding from time to time.

If, for any period, the Corporation has any Subsidiary whose accounts are consolidated with those of the Corporation, then in respect of such period the financial statements delivered pursuant to the foregoing sections shall be the consolidated and consolidating financial statements of the Corporation and all such consolidated Subsidiaries.

Notwithstanding anything else in this Section 9.1 to the contrary, the Corporation may cease providing the information set forth in this Section 9.1 during the period starting with the date sixty (60) days before the Corporation’s good-faith estimate of the date of filing of a registration statement for a Public Offering if it reasonably concludes based on the reasonable conclusion of the Corporation's counsel it must do so to comply with the Securities and Exchange Commission rules applicable to such registration statement and Public Offering; provided that the Corporation’s covenants under this Section 9.1 shall be reinstated at such time as the Corporation is no longer actively employing its commercially reasonable efforts to cause such registration statement to become effective. DTV Holding may request delivery of the information set forth in this Section 9.1 in electronic form.

9.2      Inspection . The Corporation shall permit DTV Holding, at DTV Holding’s expense, to visit and inspect the Corporation’s properties; examine its books of account and records (including via receipt of electronic copies); and discuss the Corporation’s affairs, finances, and

accounts with its officers, during normal business hours of the Corporation as may be reasonably requested by DTV Holding.

9.3      Termination of Information Rights . The covenants set forth in Section 9.1 shall terminate and be of no further force or effect (i) immediately before the consummation of a Public Offering, or (ii) when the Corporation first becomes subject to the periodic reporting requirements of Section 12(g) or 15(d) of the Exchange Act.

10.      Other Business Activities . The parties hereto, including the Corporation, expressly acknowledge and agree that: (i) DTV Holding and its Affiliates are permitted to have, and may presently or in the future have, investments or other business or strategic relationships, ventures, agreements or other arrangements with entities other than the Corporation or any Subsidiary that are engaged in the business of the Corporation or any Subsidiary, or that are or may be competitive with the Corporation or any Subsidiary (any such other investment or relationship, an " Other Business "); (ii) none of DTV Holding or its Affiliates will be prohibited by virtue of DTV Holding's investment in the Corporation from pursuing and engaging in any Other Business; (iii) none of DTV Holding or its Affiliates will be obligated to inform the Corporation or any other Stockholder of any opportunity, relationship or investment in any Other Business (a " Company Opportunity ") or to present any Company Opportunity to the Corporation, and the Corporation hereby renounces any interest in any Company Opportunity and any expectancy that a Company Opportunity will be offered to it; (iv) nothing contained herein shall limit, prohibit or restrict any DTV Holding Director from serving on the board of directors or other governing body or committee of any Other Business; and (v) no other Stockholder will acquire, be provided with an option or opportunity to acquire, or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of DTV Holding or its Affiliates. The parties hereto expressly authorize and consent to the involvement of DTV Holding and/or its Affiliates in any Other Business; provided , that any transactions between the Corporation and/or the Subsidiaries and an Other Business will be on terms no less favorable to the Corporation and/or the Subsidiaries than would be obtainable in a comparable arm's-length transaction. The parties hereto expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any fiduciary or other duty or obligation owed to the Corporation or any Stockholder or to assert that such involvement constitutes a conflict of interest by such Persons with respect to the Corporation or any Stockholder.

11.      Miscellaneous.

11.1      Effective Date; Term . The effective date (the " Effective Date ") of this Agreement is subject to and conditioned upon the consummation of the transactions contemplated by the Securities Purchase Agreement and no party shall be obligated to act pursuant to this Agreement until the date of such consummation of the transactions contemplated by the Securities Purchase Agreement. This Agreement shall automatically terminate upon the earlier of (a) the failure to consummate the transactions contemplated by the Securities Purchase Agreement, which results in DTV Holding and its Affiliates owning more than fifty (50%) percent of the outstanding shares of the Corporation on or prior to December 22, 2017, (b) immediately prior to the consummation of a Qualified IPO and (c) termination of this Agreement in accordance with Subsection 11.8 below.

11.2      Stock Split . All references to numbers of shares in this Agreement shall be appropriately adjusted to reflect any stock dividend, split, combination or other recapitalization affecting the Common Stock occurring after the date of this Agreement.

11.3      Ownership . Each Stockholder represents and warrants that such Stockholder is the sole legal and beneficial owner of the shares of Shares subject to this Agreement and that no other person or entity has any interest in such shares.

11.4      Governing Law; Jurisdiction .

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

        (b) Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware).

             (c) Each of the parties hereby irrevocably and unconditionally submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (1) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 11.4(c), (2) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (3) to the fullest extent permitted by the applicable law, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

             (d) EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11.5      Notices . All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual

receipt or: (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on Schedule A hereof, as the case may be, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 11.5 . If notice is given to the Corporation, it shall be sent to 13450 West Sunrise Blvd., Ste. 164, Sunrise, FL 33323 Attention: President; and a copy (which shall not constitute notice) shall also be sent to Paul Robinson and Paul Voigt, DTV Holding Inc., 450 Park Avenue, New York, NY 10022.

11.6      Entire Agreement . This Agreement (including the Exhibits and Schedules hereto) constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are hereby expressly canceled and terminated.

11.7      Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

11.8      Amendment; Waiver and Termination . This Agreement may be amended or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) the Corporation and (b) DTV Holding. Notwithstanding the foregoing:

(a)      this Agreement may not be amended or terminated and the observance of any term of this Agreement may not be waived with respect to any Stockholder without the written consent of such Stockholder unless such amendment, termination or waiver applies to all Stockholders, as the case may be, in the same fashion, and does not impose additional material obligations or restrictions upon the Stockholders;

(b)      Sections 6.1 and 6.2 of this Agreement shall not be amended or waived without the prior written consent of DTV Holding;

(c)      Schedule A hereto may be amended by the Corporation from time to time without the consent of the other parties hereto solely to add information regarding additional Stockholders;

(d)      any provision hereof may be waived by the waiving party on such party’s own behalf, without the consent of any other party; and

(e)      The Corporation shall give prompt written notice of any amendment or termination hereunder to any party that did not consent in writing thereto. Any amendment, termination or waiver effected in accordance with this Subsection 11.8 shall be binding on each party and all of such party’s successors and permitted assigns, whether or not any such party, successor or assignee entered into or approved such amendment, termination or waiver. For purposes of this Subsection 11.8 , the requirement of a written instrument may be satisfied in the form of an action by written consent of stockholders circulated by the Corporation and executed by the stockholder parties specified, however such action by written consent must make explicit reference to the terms of this Agreement.

11.9      Transfer in Violation of Agreement . Any Transfer or attempted Transfer of Common Stock by a Stockholder a party hereto in violation of any provision of this Agreement shall be void, and the Corporation shall not record such transfer on its books or treat any purported transferee of such shares of Common Stock as the owner of such shares for any purpose.

11.10      Assignment of Rights.

        (a) The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

        (b) Any successor or permitted assignee of any Stockholder, including any Prospective Transferee who purchases Shares in accordance with the terms hereof, shall deliver to the Corporation and the Stockholders, as a condition to any transfer or assignment, a counterpart signature page hereto pursuant to which such successor or permitted assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth in this Agreement that were applicable to the predecessor or assignor of such successor or permitted assignee.

            (c) Subject to the provisions of this Agreement, the rights of the Stockholders hereunder are not assignable without the Corporation’s prior written consent and DTV Holding's prior written consent. Except in connection with an assignment by the Corporation by operation of law to the acquirer of the Corporation, the rights and obligations of the Corporation hereunder may not be assigned under any circumstances.

11.11      Severability . The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

11.12      Additional Stockholders . Notwithstanding anything to the contrary contained herein, if a Stockholder Transfers shares of Common Stock, such transferring Stockholder shall cause any transferee of such shares of Common Stock to become a party to this Agreement by executing and delivering an additional counterpart signature page to this Agreement and such purchaser or transferee thereafter shall be deemed a “Stockholder” for all purposes hereunder.

11.13      Titles and Subtitles .    The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

11.14      Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

11.15      Specific Performance . In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, each Stockholder shall be entitled to specific performance of the agreements and obligations of the Corporation and the Stockholders hereunder and to such other injunction or other equitable relief as may be granted by a court of competent jurisdiction.

11.16      Further Assurances . In connection with this Agreement and the transactions contemplated hereby, the Corporation and each Stockholder hereby agrees, at the request of DTV Holding, to execute and deliver such additional documents, instruments, conveyances and assurances and to take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

CORPORATION:

DTV AMERICA CORPORATION

By: /s/ John Kyle II    

Name: John Kyle II

Title: President/CEO

DTV HOLDING INC.

By: /s/ Michael J. Sena    

Name: Michael J. Sena

Title: Chief Financial Officer

STOCKHOLDERS:

John N. Kyle II    

(Print Name)

/s/ John N. Kyle II    

(Signature)

    

(Name of Signatory if Stockholder is an Entity)

    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Kristina Bruni    

(Print Name)

/s/ Kristina Bruni    

(Signature)

    

(Name of Signatory if Stockholder is an Entity)

    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Paul G. Donner    

(Print Name)

/s/ Paul G. Doner    

(Signature)

    

(Name of Signatory if Stockholder is an Entity)

    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Reeves Callaway    

(Print Name)

/s/ Reeves Callaway    

(Signature)

    

(Name of Signatory if Stockholder is an Entity)

    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Don Shalhub    

(Print Name)

/s/ Don Shalhub    

(Signature)

    

(Name of Signatory if Stockholder is an Entity)

    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Luis O. Suau    

(Print Name)

/s/ Luis O.Suau    

(Signature)

    

(Name of Signatory if Stockholder is an Entity)

    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Irwin Podajser    

(Print Name)

/s/ Irwin Podhajser    

(Signature)

    

(Name of Signatory if Stockholder is an Entity)

    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Humberto Garriga    

(Print Name)

/s/ Humberto Garriga    

(Signature)

    

(Name of Signatory if Stockholder is an Entity)

    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

King Forward, Inc.    

(Print Name)

/s/ John Kyle II    

(Signature)

John Kyle II     

(Name of Signatory if Stockholder is an Entity)

President    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Equity Trust Co FBO John N. Kyle    

(Print Name)

/s/ John Kyle II    

(Signature)

John Kyle II/SEP IRA     

(Name of Signatory if Stockholder is an Entity)

    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Tiger Eye Licensing L.L.C    

(Print Name)

/s/ John Kyle II    

(Signature)

John Kyle II     

(Name of Signatory if Stockholder is an Entity)

Managing Member    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Bella Spectra Corporation    

(Print Name)

/s/ Kristina C. Bruni    

(Signature)

Kristina C. Bruni    

(Name of Signatory if Stockholder is an Entity)

President    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Kim Ann Dagen and Michael S. Dagen, Trustees of the Kim Ann Dagan Revocable Living Trust Agreement dated March 2, 1999    

(Print Name)

/s/ Michael Dagen    

(Signature)

Michael Dagen    

(Name of Signatory if Stockholder is an Entity)

Trustee    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Shalhub Medical Investments PA    

(Print Name)

/s/ Don Shalhub    

(Signature)

Don Shalhub    

(Name of Signatory if Stockholder is an Entity)

Owner    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Madison Avenue Ventures LLC    

(Print Name)

/s/ Sam Madison    

(Signature)

Sam Madison    

(Name of Signatory if Stockholder is an Entity)

President    

(Title of Signatory if Stockholder is an Entity)

STOCKHOLDERS:

Tipi Sha, LLC    

(Print Name)

/s/ Casey C. Peterson    

(Signature)

Casey C. Peterson    

(Name of Signatory if Stockholder is an Entity)

Member - Manager    

(Title of Signatory if Stockholder is an Entity)

Exhibit 10.3

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this " Agreement ") is dated as of June 27, 2017, by and among DTV Holding Inc., a Delaware corporation (" Buyer "), KING FORWARD, INC., a Florida corporation (" King Forward "), TIGER EYE BROADCASTING CORPORATION, a Florida corporation, (" Tiger Eye "), TIGER EYE LICENSING, L.L.C., a Florida limited liability company (" Tiger Eye Licensing ") and BELLA SPECTRA CORPORATION, a Florida corporation (" Bella Spectra " and together with King Forward, Tiger Eye and Tiger Eye Licensing, collectively, the " Sellers " and each a " Seller ").

WHEREAS , King Forward is the licensee or permittee of the television stations listed on Schedule 3.4 hereto (collectively, the " King Forward Stations ") and owns or leases the tangible assets used and utilized in the operation of the King Forward Stations;

WHEREAS , Tiger Eye is the licensee or permittee of the television stations listed on Schedule 3.4 hereto (collectively, the " Tiger Eye Stations ") and owns or leases the tangible assets used and utilized in the operation of the Tiger Eye Stations;

WHEREAS , Tiger Eye Licensing is the licensee or permittee of the television stations listed on Schedule 3.4 hereto (collectively, the " Tiger Eye Licensing Stations ") and owns or leases the tangible assets used and utilized in the operation of the Tiger Eye Licensing Stations;

WHEREAS , Bella Spectra is the licensee or permittee of the television station listed on Schedule 3.4 hereto (the " Bella Spectra Station " and together with the King Forward Stations, the Tiger Eye Stations and the Tiger Eye Licensing Stations, collectively, the " Stations ") and owns or leases the tangible assets used and utilized in the operation of the Bella Spectra Station;

WHEREAS , the Sellers desire to sell to Buyer, and Buyer desires to purchase and acquire certain assets that are used in the business or operations of the Stations from the Sellers, upon the terms and subject to the conditions set forth in this Agreement, in consideration for certain payments by Buyer, all as specifically described in this Agreement;

NOW, THEREFORE , in consideration of the foregoing recital and the respective covenants, agreements, representations and warranties contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

SECTION 1 - DEFINITIONS

The following terms, as used in this Agreement, shall have the meanings set forth in this Section:

“ Accounts Receivable ” means accounts receivable earned by each Seller prior to 11:59 p.m., EST, on the day prior to the Closing Date, including, without limitation, the rights of each

Seller to payment for the sale of programming time or advertising time run on the Stations by such Seller prior to the day prior to the Closing Date.

“ Action ” means, any legal or administrative claim, suit, action, complaint, charge, investigation, inquiry, arbitration or other proceeding by or before any Governmental Authority.

" Affiliate " (and, with a correlative meaning “affiliated”) means, with respect to any Person, any direct or indirect subsidiary of such Person, and any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such first Person.  As used in this definition, “ control ” (including with correlative meanings, “ controlled by ” and “ under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

“ Assumed Contracts ” means all Contracts listed in Schedule 3.7.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed (or actually closed) in the City of New York.

“ Closing ” means the consummation of the purchase and sale of the Purchased Assets pursuant to this Agreement in accordance with the provisions of Section 9.

“ Closing Date ” means the date on which the Closing occurs, as determined pursuant to Section 9.

“ Communications Laws ” means the Communications Act of 1934, as amended, and the rules and published policies of the FCC promulgated thereunder.

“ Company ” means DTV America Corporation, a Delaware corporation.

“ Consents ” means the consents, permits, or approvals of Governmental Authorities and other third parties necessary to transfer the Purchased Assets to Buyer or to otherwise consummate the transactions contemplated by this Agreement.

“ Contracts ” means all contracts, leases, non-governmental licenses, and other agreements (including leases for personal or real property and employment agreements), written or oral (including any amendments and other modifications thereto) to which any Seller is a party or which are binding upon any Seller and which relate to or affect the Purchased Assets or the business or operations of the Stations, and (i) which are in effect on the date of this Agreement or (ii) which are entered into by any Seller between the date of this Agreement and the Closing Date.

“ FCC ” means the Federal Communications Commission and any of its Bureaus or offices.

“ FCC Consent ” means the requisite consent of the FCC or any of its bureaus to permit the consummation of the transaction contemplated hereby, including the assignment by Sellers to Buyer as contemplated by this Agreement.

“ FCC Licenses ” means all Licenses (including modifications, renewals and extensions thereof) issued by the FCC to the Sellers in connection with the business or operations of the Stations.

“ Governmental Authority ” means any federal, state or local governmental entity or municipality or subdivision thereof or any authority, department, commission, board, agency, court or instrumentality thereof.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, decision, stipulation, determination or award entered by or with any Governmental Authority.

“ Intangibles ” means all FCC call signs, domain names, URL registrations, copyrights, trademarks, trade names, service marks, service names, licenses, patents, permits, jingles, proprietary information, technical information and data, machinery and equipment warranties, and other similar intangible property rights and interests (and any goodwill associated with any of the foregoing) applied for, issued to, or owned by each Seller or under which each Seller is licensed or franchised and which are used in the business and operations of the Stations as of the date of this Agreement, together with any additions thereto between the date of this Agreement and the Closing Date as the parties may agree in writing.

“ Law ” means any United States (federal, state, local) or foreign law, constitution, treaty, statute, ordinance, regulation, rule, code, order, judgment, injunction, writ or decree.

“ Liability ” means any and all debts, losses, liabilities, taxes, claims, damages, expenses, fines, costs, royalties, proceedings, deficiencies or obligations (including those arising out of any action, such as any settlement or compromise thereof or judgment or award therein), of any nature, whether known or unknown, absolute, contingent, accrued or unaccrued, liquidated or unliquidated, or otherwise and whether due or to become due, and whether in contract, tort, strict liability or otherwise, and whether or not resulting from third party claims, and any reasonable out-of-pocket costs and expenses in connection therewith (including reasonable legal counsels’, accountants’, or other fees and expenses incurred in defending any action or in investigating any of the same or in asserting any rights thereunder or hereunder).

“ Licenses ” means the applications, permits (including, without limitation, construction permits), licenses and other authorizations, including any waiver or special temporary authorization and any renewals thereof or any transferable pending application therefor issued by the FCC or any other federal, state, or local Governmental Authority to each Seller in connection with the conduct of the business or operations of the Stations, each of which existing as of the date hereof is identified on Schedule 3.4.

"Liens" means, with respect to any Purchased Asset, any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, right of first offer, easement, servitude, proxy, voting trust or agreement, transfer restriction under any shareholder or similar agreement or encumbrance or any other restriction or limitation whatsoever.

“ Material Adverse Effect ” means any event, state of facts, circumstance, development, change, effect or occurrence (an “ Effect ”) that, individually or in the aggregate with any other Effect,

has had or would reasonably be expected to have a materially adverse effect on (a) the business, properties, assets, financial (and other) condition or results of operation of the Stations, (b) the Purchased Assets or (b) the ability of a Seller to perform its obligations under this Agreement, excluding in all respects any Effects resulting from (i) conditions in the economy of the United States generally, including changes in the United States or foreign credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any town, city or region or country in which the Stations, only to the extent that the Effects thereof are not disparately adverse to or on the Stations or the Purchased Assets, conduct business, (ii) general changes or developments in the broadcast low power television industry to the extent that the Effects thereof are not disproportionately adverse to or on the Stations or the Purchased Assets, (iii) the execution and delivery of this Agreement, the announcement of this Agreement and the transactions contemplated hereby, the consummation of the transactions contemplated hereby, the compliance with the terms of this Agreement or the taking of any action required by this Agreement or consented to by Buyer, or (iv) earthquakes, hurricanes, tornadoes, natural disasters or global, national or regional political conditions, including hostilities, military actions, political instability, acts of terrorism or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism or war existing or underway as of the date hereof (other than any of the foregoing that causes material damage or destruction to or renders unusable any Purchased Asset) only to the extent that the Effect thereof is not disproportionately adverse to or on the Stations or the Purchased Assets or (v) the actual knowledge of the Buyer of the information related to the Purchased Assets set forth in the exhibits and schedules hereto.

“ Permitted Liens ” means Liens (i) imposed by Buyer or (ii) set forth on Schedule 3.5.

" Person ” means and includes natural persons, corporations, limited partnerships, limited liability companies, general partnerships, joint stock companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and all Governmental Authorities.

“ Post-Closing Tax Period ” means any Tax period (or portion thereof) beginning and ending after the Closing Date.

“ Pre-Closing Tax Period ” means any Tax period (or portion thereof) ending on or prior to the Closing Date.

“ Purchased Assets ” means the assets to be sold, transferred, or otherwise conveyed to Buyer under this Agreement, as specified in Section 2.1.

“ Purchase Price ” means the purchase price specified in Section 2.2.

“ Related Agreements ” means any certificate, agreement, document or other instrument to be executed and delivered in connection with the transactions contemplated by this Agreement.

“ Securities Purchase Agreement ” means the Securities Purchase Agreement dated as of the date hereof among DTV Holding Inc., as purchaser, and the sellers a party thereto.

“ Tangible Personal Property ” means all machinery, equipment, vehicles, leasehold improvements, office equipment, plant, inventory, spare parts, and other tangible personal property (including, but not limited to, such machinery, equipment, vehicles, leasehold improvements, office equipment, plant, inventory, spare parts, and other tangible personal property owned by King Forward and John N. Kyle II) used exclusively in the business and operations of the Stations which are listed on Schedule 3.6, together with any additions thereto between the date of this Agreement and the Closing Date as the parties may agree in writing.

“ Tax ” or “ Taxes ” means all federal, state, local or foreign income, excise, gross receipts, ad valorem, sales, use, employment, franchise, profits, gains, property, transfer, payroll, intangible or other taxes, fees, stamp taxes, duties, charges, levies or assessments of any kind whatsoever (whether payable directly or by withholding) imposed by a Governmental Authority, together with any interest and any penalties, additions to tax or additional amounts imposed with respect thereto.

“ Tax Returns ” means all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be supplied to a Governmental Authority relating to Taxes.

“ Transfer Taxes ” means all excise, sales, use, value added, registration stamp, recording, documentary, conveying, franchise, property, transfer, gains and similar Taxes, levies, charges and fees.

SECTION 2 -      PURCHASE AND SALE OF ASSETS

2.1.      Agreement to Sell and Buy . Subject to the terms and conditions set forth in this Agreement, on the Closing Date, each Seller agrees to sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer agrees to purchase, acquire and accept from each such Seller, all of such Seller's legal and beneficial right, title and interest in, to and under, as of the Closing Date, any and all of the following assets together with any additions thereto between the date of this Agreement and the Closing Date as the parties may agree in writing (but excluding the Excluded Assets), free and clear of any Liens (except for Permitted Liens) (collectively, the " Purchased Assets "):

(a)      The Tangible Personal Property;

(b)      The Licenses and any pending applications associated with same, along with all material transferable municipal, state and federal franchises, licenses, permits, franchises, certificates, approvals and other authorizations issued by any Governmental Authority other than the FCC used primarily in the operation of the Stations;

(c)      The Assumed Contracts;

(d)      The Intangibles, and all intangible assets of each Seller relating solely to the Stations that are not specifically included within the Intangibles, including the goodwill of the Stations, if any;

(e)      All of each Seller’s proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC, relating solely to the business or operation of the Stations; and

(f)      All books and records relating solely to the business or operations of the Stations, including executed copies of the Assumed Contracts, and all records required by the FCC to be kept by the Stations.

2.2.      Excluded Assets . The Purchased Assets shall exclude the following assets (the " Excluded Assets "):

(a)      Each Seller’s cash and cash equivalents on hand as of the Closing Date and all other cash and cash equivalents in any of each Seller’s bank or savings accounts; any insurance policies, letters of credit, or other similar items and cash surrender value in regard thereto; any stocks, bonds, certificates of deposit and similar investments; and all prepaid expenses and assets (including deposits) paid prior to the Closing Date;

(b)      Each Seller’s corporate name, any books and records which each Seller is required by law to retain, all records relating to the excluded assets described in this Section 2.2 and to each Seller’s accounts payable and accounts receivable and general ledger records, and each Seller’s corporate minute books and other books and records relating to each Seller’s internal corporate matters;

(c)      Any pension, profit-sharing, or employee benefit plans, and any collective bargaining agreements;

(d)      The Accounts Receivable;

(e)      Any claims, rights and interest in and to any refunds of federal, state or local franchise, income or other taxes or fees of any nature whatsoever, or refunds from any other Governmental Authorities or third parties (including utilities), in each case for periods prior to the Closing Date;

(f)      All property listed on Schedule 2.2;

(g)      Any intercompany receivables;

(h)      All current and prior insurance policies and all rights of any nature with respect thereto, including all insurance proceeds received or receivable thereunder and rights to assert claims with respect to any such insurance recoveries;

(i)      All personnel records (including all human resources and other records) of each Seller relating to employees of such Seller that such Seller is required by applicable law to retain in its possession; and

(j)      All rights, claims and causes of action in favor of each Seller and the Stations that arise out of or are related to the operations of the Stations prior to the Closing.

2.3.      Assumption of Liabilities . As of the Closing Date, Buyer shall assume and undertake to pay, discharge and perform all obligations and Liabilities of each Seller under the Licenses owned by such Seller and included in the Purchased Assets and the Assumed Contracts to which such Seller is a party insofar as they relate to the time on or after the Closing Date or arise out of events occurring on or after the Closing Date (the " Assumed Liabilities "). Buyer shall not assume any other Liability of any Seller, or any predecessor or Affiliate of any Seller, nor any Liability associated with or relating to the Purchased Assets or the Stations, including, without limitation, (i) any Liabilities under any Contract not included in the Assumed Contracts, (ii) any Liabilities under the Assumed Contracts and Licenses relating to the period prior to the Closing Date, (iii) any Action relating to the Stations and the Purchased Assets prior to the Closing, (iv) any Liabilities of each Seller arising under capitalized leases, financing arrangements or indebtedness, (v) any Liabilities of each Seller under any employee pension, retirement, health and welfare or other benefit plan or collective bargaining agreement, (vi) any obligation to any employee of each Seller for severance, retention, performance or stay bonus, benefits, vacation time, sick leave accrued or any other compensation payable in connection with the consummation of the transactions contemplated by this Agreement or otherwise due and payable prior to the Closing, (vii) any Liability under or with respect to any Governmental Order to be discharged prior to the Closing, (viii) any Tax Liability of a Seller or (ix) any Liability relating to or arising out of any of the Excluded Assets (the Liabilities listed in Clauses (i) through (ix) above and any other Liability that is not an Assumed Liability, collectively, the " Excluded Liabilities ").

2.4.      Consents to Certain Assignments . (a) Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute an agreement to sell, transfer or assign, directly or indirectly, any Purchased Asset, or any benefit arising thereunder, if the direct or indirect sale, transfer or assignment thereof, without the Consent of a third party (including a Governmental Authority), would constitute a breach, default, violation or other contravention of the rights of such third party, would be ineffective with respect to any party to an Assumed Contract or a Contract concerning such Purchased Asset or would adversely affect the rights of the applicable Seller or, upon transfer, Buyer, under such Purchased Asset. Notwithstanding anything in the preceding sentence to the contrary, any such asset that would otherwise constitute part of the Purchased Assets shall be held and/or received by the applicable Seller for the benefit of Buyer so that Buyer will be in substantially the same position as if such Purchased Asset had been transferred to Buyer at the Closing.

(b) If any such Consent is not obtained prior to the Closing, subject to satisfaction of the conditions to Closing set forth in Section 8, the Closing shall nonetheless take place on the terms set forth herein and, thereafter, the applicable Seller shall use its commercially reasonable best efforts to secure such Consent as promptly as practicable after the Closing, and such Seller shall provide or cause to be provided all commercially reasonable assistance to Buyer (not including the giving of any consideration) reasonably requested by Buyer to secure such consent, or cooperate with Buyer (at such Seller's expense) in any lawful and reasonable arrangement proposed by Buyer under which (i) Buyer shall obtain (without infringing upon the legal rights of such third party or

violating any law) the economic rights and benefits under the Purchased Asset with respect to which the Consent has not been obtained and (ii) Buyer shall assume any related economic burden with respect to such Purchased Asset.

 

2.5.      Purchase Price . The purchase price for the Purchased Assets shall be Two Million Six Hundred and Seventy Two Thousand Seven Hundred and Seven U.S. Dollars ($2,672,707.00) (the " Purchase Price ").

(a)      At Closing, Buyer shall pay to King Forward the sum of Two Hundred Fifteen Thousand Nine Hundred One Dollars and Ten Cents ($215,901.10), to Tiger Eye the sum of Thirty Two Thousand Seven Hundred Forty Seven Dollars and Sixty Cents ($32,747.60), to Tiger Eye Licensing the sum of Fifteen Thousand Eight Hundred One Dollars and Forty Cents ($15,801.40) and to Bella Spectra the sum of Two Thousand Eight Hundred Twenty Dollars and Sixty Cents ($2,820.60), respectively, in cash, representing in the aggregate Ten Percent (10%) of the Purchase Price (the " Cash Purchase Price "). The Cash Purchase Price shall be paid by Buyer to Sellers at Closing by wire transfer of same-day funds pursuant to wire instructions which shall be delivered by Sellers to Buyer, at least two (2) days prior to the Closing Date.

(b)      At Closing, Buyer shall execute and deliver to King Forward, Tiger Eye, Tiger Eye Licensing and Bella Spectra separate promissory notes, in the form attached hereto on Exhibit A and in the sum of One Million Nine Hundred Forty Three Thousand One Hundred Nine Dollars and Ninety Cents ($1,943,109.90) in favor of King Forward, Two Hundred Ninety Four Thousand Seven Hundred Twenty Eight Dollars and Forty Cents ($294,728.40) in favor of Tiger Eye, and One Hundred Forty Two Thousand Two Hundred Twelve Dollars and Sixty Cents ($142,212,60) in favor of Tiger Eye Licensing and Twenty Five Thousand Three Hundred Eighty Five Dollars and Forty Cents ($25,385.40) in favor of Bella Spectra (representing in the aggregate Ninety Percent (90%) of the Purchase Price), signed by an authorized representative of DTV License Holding Inc., a Delaware corporation ("DTV License Holding") and a wholly owned subsidiary of the Buyer (the “ Note ”). Each Note shall be for a term of 36 months (the “ Maturity Date ”), and shall bear interest at 7.0% per annum. Each Note shall be secured by a pledge of the common stock of DTV License Holding by and among the Sellers and the Buyer, as pledger, pursuant to a Stock Pledge Agreement in the form attached hereto as Exhibit B (the " Stock Pledge Agreement ") and a guaranty of the Buyer pursuant to a Guaranty Agreement (the " Guaranty Agreement ") in the form attached hereto as Exhibit C , each to be executed simultaneously with the execution of the Note.

2.6.      Allocation . Within 90 days after the Closing Date, Buyer shall provide to Sellers an allocation of the applicable portions of the Purchase Price among the applicable Purchased Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (and any similar provisions of state, local, or foreign Law, as appropriate) and Buyer and Sellers shall use such allocation in the filing of any and all Tax Returns and other relevant documents with any other Governmental Authority. Sellers shall provide Buyer with any comments on such schedule within fifteen (15) Business Days after the date thereof, and Buyer and Sellers agree to negotiate in good faith regarding the allocation of the Purchase Price (unless a Seller does not provide any comments within the time period set forth herein, in which case Buyer's proposed allocation shall

be deemed final). If the parties are unable to reach agreement with respect to such allocation then the parties shall have no further obligation under this Section 2.6, and each party shall make its own determination of such allocation for financial and Tax reporting purposes.

SECTION 3 -      REPRESENTATIONS AND WARRANTIES OF SELLERS

Each Seller severally and not jointly represents and warrants to Buyer as follows, except as disclosed in the pertinent Schedules hereto:

3.1.      Such Seller is a corporation or limited liability company duly organized or formed, validly existing and in good standing under the laws of the State of Florida. Each Seller is qualified to do business and is in good standing in each jurisdiction where such qualification is necessary, except where the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. Such Seller has all requisite power and authority (i) to own, lease, and use the Purchased Assets as now owned, leased, and used, (ii) to conduct the business and operations of the Stations which it owns and operates as now conducted, and (iii) to execute and deliver this Agreement, the Related Agreements to which such Seller is a party and the documents contemplated hereby to which such Seller is a party, and to perform and comply with all of the terms, covenants, and conditions to be performed and complied with by such Seller hereunder and thereunder.

3.2.      The execution, delivery, and performance of this Agreement and the Related Agreements to which such Seller is a party by such Seller have been duly authorized by all necessary actions on the part of such Seller. This Agreement and the Related Agreements to which such Seller is a party have been duly executed and delivered by such Seller and constitute the legal, valid, and binding obligation of such Seller, enforceable against it in accordance with its terms except as the enforceability of this Agreement and the Related Agreements to which such Seller is a party may be affected by bankruptcy, insolvency, or similar laws affecting creditors' rights generally, and by judicial discretion in the enforcement of equitable remedies.

3.3.      Subject to obtaining the Consents listed in Schedule 3.3, the execution, delivery, and performance by such Seller of this Agreement and the documents contemplated hereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party other than the FCC; (ii) will not conflict with any provision of the certificate of incorporation or bylaws (or similar organizational document) of such Seller; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any Governmental Authority applicable to such Seller and the Purchased Assets; (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of obligations of such Seller or a counterparty required by the terms of any Assumed Contract to which such Seller is a party or by which such Seller may be bound; (v) result in the creation of any Lien on any of the Purchased Assets; or (vi) result in the termination of (a) any agreement, license, franchise, lease or permit to which such Seller is a party or to which it is bound or (b) any right of such Seller under any of the foregoing.

3.4.      Schedule 3.4 sets forth a true and complete list of the Licenses held by such Seller. Such Seller has delivered to Buyer true and complete copies of such Licenses (including any amendments and other modifications thereto).

(a)      Validity. Each of the Sellers’ Licenses has been validly issued, is in full force and effect (including the final disposition having occurred with respect to any challenges to the validity of the applicable Licenses), is validly held by such Seller and is free and clear of conditions or restrictions, other than those routinely imposed in conjunction with FCC licenses of a similar type or other than those appearing on the face of the applicable License or in the FCC’s publicly available databases.

(b)      Completeness. The Licenses of such Seller listed on Schedule 3.4 comprise all of the material licenses, permits and other authorizations used or useful from any Governmental Authority for the lawful conduct of the business and operations of the Stations owned by such Seller in the manner and to the full extent they are now conducted and as intended to be conducted, and none of the Licenses of such Seller is subject to any restriction or condition that would limit in any material respects the full operation of the Stations owned by such Seller as now operated and as intended to be operated.

(c)      No Actions. Except as disclosed in Schedule 3.4(c), there are no Actions pending or threatened as of the date hereof before the FCC or any other Governmental Authority relating to the Licenses of such Seller and the business or operations of the Stations owned by such Seller. Except as disclosed in Schedule 3.4(c), no governmental authority or regulatory agency has threatened to terminate or suspend any of the Sellers’ Licenses, and Sellers are not in violation or default, nor have received any notice of any claim of violation or default, with respect to any of the Sellers’ Licenses. There are no third-party claims of any kind that have been asserted with respect to any of the Sellers’ Licenses. No event has occurred with respect to any of the Sellers’ Licenses that permits, or after notice or lapse of time or both would permit, revocation or termination thereof or that will or would reasonably be expected to result in any violation or default, claim of violation or default or impairment of or adverse effect on the rights of the holder of such Sellers’ License. In each case Sellers are not aware of any basis for any such action referred to in this paragraph. Except as disclosed in Schedule 3.4(c), such Seller has not (i) entered into a tolling agreement or otherwise waived any statute of limitations relating to the Licenses of such Seller and the Stations owned by such Seller during which the FCC may assess any fine or forfeiture or take any other action or (ii) agreed to any extension of time with respect to any FCC investigation or proceeding.

(d)      Control. Each of the Licenses is held solely by such Seller. No shareholder, officer, employee or former employee of Seller or any Affiliate thereof, or any other Person, holds or has any proprietary, financial or other interest (direct or indirect) in, or any authority to use, or any other right or claim in or to, any of the Sellers’ Licenses. Sellers have good, valid and transferable title to, free and clear of all Liens (other than Permitted Liens), all of the Licenses owned by such Seller.

(e)      No Leases, Other Rights. Except as set forth on Schedule 3.4(e), none of the spectrum covered by the Sellers’ Licenses is subject to any lease or other agreement or arrangement with any third party, including any agreement giving any third party any present or

future right to lease, use, reserve, modify or restrict such spectrum or any agreement in which any Seller has agreed to permit interference, including any lease or capacity agreement, or any right of first refusal or option to purchase. No consent, approval, order or authorization of, or registration, declaration or filing with any third party, other than the FCC, is required to be obtained or made by or with respect to any Seller in connection with the assignment of the Sellers’ License to Buyer as contemplated by this Agreement.

(f)      No License-Related Debts. No amounts (including installment payments consisting of principal and/or interest or late payment fees) are due to the FCC or the United States Department of the Treasury with respect to the Sellers’ Licenses, and none of the Sellers’ Licenses were acquired with bidding credits. There are no liabilities of such Seller or any Affiliate thereof (whether matured or unmatured, direct or indirect, or absolute, contingent or otherwise), whether related to, associated with, or attached to, any of Sellers’ Licenses or otherwise to which the Buyer or any of its Affiliates will be subject from and after the Closing as a result of the consummation of the transaction contemplated hereby.

(g)      Full Force And Effect. Except as disclosed in Schedule 3.4(c), the Licenses are in full force and effect, have not been revoked, suspended, canceled, rescinded or terminated, have not expired and are unimpaired by any act or omission of such Seller or its employees, and the operations of the Stations owned by such Seller are in accordance therewith. All reports, forms and statements required to be filed by such Seller with the FCC with respect to the Licenses of such Seller and the Stations owned by such Seller have been filed and, except as disclosed in Schedule 3.4, were complete and accurate in all material respects at the date of filing.

(h)      No Applications Pending. Except as disclosed in Schedule 3.4, there are no applications before the FCC filed by such Seller relating to the Stations owned by such Seller.

(i)      Ordinary Course Conditions. Except as disclosed in Schedule 3.4 and Schedule 3.4(c), the Licenses of such Seller (i) have been issued for the full terms customarily issued by the FCC and (ii) are not subject to any condition, except for those conditions appearing on the face of the Licenses of such Seller or in the FCC’s publicly available databases and other than those conditions generally applicable to such Licenses and routinely imposed in conjunction with FCC licenses of a similar type. Except as disclosed in Schedule 3.4(c), there are no facts which under the Communications Laws, would disqualify such Seller as an assignor of the Licenses of such Seller.

(j)      Renewal Expectancy. Except as disclosed in Schedule 3.4(c), Sellers have no reason to believe that any of Sellers’ Licenses will not be renewed in the ordinary course. None of Sellers’ Licenses will be adversely affected by the consummation of the transaction contemplated hereby. Except as disclosed in Schedule 3.4(c), Sellers are not aware of any basis for any application, action, petition, objection or other pleading, or for any proceeding with the FCC or any other Governmental Authority, which (i) questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any License, (ii) seeks the imposition of any modification or amendment with respect to any License, (iii) seeks the payment of a fine, sanction, penalty, damages or contribution in connection with the use of any License, or (iv) in any other way will or could reasonably be expected to adversely affect any License.

(k)      Current Compliance. Except as disclosed in Schedule 3.4(c), Sellers and any Affiliate thereof are in compliance in all material respects with, and are not in violation in any material respect of, any Law applicable to the Licenses to which any of them is subject, including all pertinent aspects of the FCC Rules, including the FCC’s rules and policies pertaining to eligibility to hold low-power television licenses in general and to the Sellers’ Licenses in particular. Except as disclosed in Schedule 3.4(c), Sellers are in material compliance with all terms and conditions of, and all of their obligations under, each of Sellers’ Licenses.

(l)      No Adverse Actions. Except as disclosed in Schedule 3.4(c), Sellers have not taken any action that would be likely to result in the FCC's denial of the application to be filed by Buyer and such Seller with the FCC for consent to the assignment of the Licenses of such Seller to Buyer.

(m)      Qualified Assignor . Except as disclosed in Schedule 3.4(c), to each Seller's knowledge, such Seller is qualified under the Communications Laws to assign, or cause to be assigned, the Licenses held by such Seller to Buyer. Except as disclosed in Schedule 3.4(c), to each Seller's knowledge, there are no facts or circumstances relating to such Seller, the Licenses of such Seller or the Stations owned by such Seller that would reasonably be expected to (i) result in the FCC's refusal to grant the FCC Consent or (ii) materially delay the receipt of the FCC Consent. Such Seller has no reason to believe that the FCC Applications (as hereinafter defined) might be challenged or might not be granted by the FCC in the ordinary course due to any fact or circumstance relating to such Seller or the Licenses of such Seller.

3.5.      Such Seller has good, valid and transferable title to, free and clear of all Liens (other than Permitted Liens as set forth on Schedule 3.5), all of the Purchased Assets owned by such Seller.

3.6.      Schedule 3.6 lists all material items of Tangible Personal Property of such Seller. The Tangible Personal Property listed on Schedule 3.6 comprises all material items of tangible personal property currently used exclusively to conduct the business and operations of the Stations owned by such Seller as now conducted. Except as disclosed in Schedule 3.6(a), such Seller owns and has good and valid title to each item of Tangible Personal Property of such Seller as disclosed in Schedule 3.6, and none of such Tangible Personal Property is subject to any Lien, except for Permitted Liens or as disclosed in Schedule 3.6(b). Each item of Tangible Personal Property is available for immediate use in the business and operations of the Stations (but only in the business and operations of the Stations) owned by such Seller. All Tangible Personal Property and Purchased Assets of such Seller, and the use and the state of maintenance thereof, are in compliance in all material respects with the Licenses of such Seller and the Communications Laws, and with all other applicable statutes, ordinances, rules and regulations of any Governmental Authority. No Seller owns any real property.

3.7.      Schedule 3.7 sets forth a true and complete list of all Assumed Contracts to which such Seller is a party. Such Seller has delivered to Buyer true and complete copies of all such Assumed Contracts. Except as set forth on Schedule 3.7(a), such Seller has, with respect to such Assumed Contracts, performed in all material respects all obligations required to be performed by it, and is not in default in any material respect under any such Assumed Contract, and no other party to any such Assumed Contract is in default in any material respect thereunder. Except as disclosed

in Schedule 3.7(b), no event has occurred which, with the lapse of time or the giving of notice or both, would constitute a default in any material respect by such Seller or any other party to any such Assumed Contract. Except for the need to obtain the Consents listed in Schedule 3.3, such Seller has full legal power and authority to assign its rights under such Assumed Contracts to Buyer in accordance with this Agreement, and such assignment will not affect the validity, enforceability, or continuation of any of such Assumed Contracts.

3.8.      Each of such Assumed Contracts is in full force and effect and binding and enforceable upon such Seller or its Affiliates, as applicable, and the other parties thereto, subject in each case to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors' rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). None of such Assumed Contracts has been amended, modified or terminated, except as expressly disclosed in Schedule 3.8.

3.9.      (a) Except as set forth on Schedule 3.9(a), all material Tax Returns have been filed (including, but not limited to, sales and use Tax Returns) required to be filed with respect to the Purchased Assets and the Stations owned by such Seller, all such Tax Returns are correct and complete in all material respects and prepared in substantial compliance with all applicable Laws, and such Seller has or will have timely paid all such Taxes due and owing by it with respect to such Purchased Assets and Stations owned by such Seller (whether or not shown on any Tax Return) except which either (i) constitute Excluded Liabilities or (ii) are disclosed on Schedule 3.9(a). None of such Purchased Assets owned by such Seller are subject to any Lien in favor of the United States for nonpayment of federal Taxes, or any Tax Lien in favor of any state or municipality pursuant to any comparable provision of state or local Law, or any other U.S. federal, state or local Tax Law under which transferee liability might be imposed upon Buyer as a buyer of such Purchased Assets.

(a)      There are no material Liens against Purchased Assets owned by such Seller in respect of any Taxes, other than with respect to Taxes not yet due and payable.

(b)      There is no material Action pending or threatened by any Governmental Authority for assessment or collection of any Taxes of any nature affecting Purchased Assets owned by such Seller.

(c)      Except as set forth on Schedule 3.9(d) such Seller currently is not the beneficiary of any extension of time within which to file any material Tax Return relating to Purchased Assets owned by such Seller.

(d)      There is no material dispute or claim concerning any Tax liability relating to Purchased Assets owned by such Seller or such Seller’s operation of the Stations owned by such Seller which has been claimed or raised by any Governmental Authority in writing.

(e)      Such Seller has not (i) waived any statute of limitations in respect of material Taxes relating to Purchased Assets owned by such Seller or the operation of the Stations owned by such Seller or (ii) agreed to any extension of time with respect to a material Tax assessment or

deficiency which extension is currently in effect relating to such Purchased Assets or the operation of the Stations owned by such Seller.

(f)      All Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party that relate to Purchased Assets owned by such Seller have been withheld and paid in full.

(g)      No Tax allocation, Tax sharing or Tax indemnity or similar agreement or arrangement, or power of attorney with respect to any Tax matter, is currently in force with respect to Purchased Assets owned by such Seller that would, in any manner, bind, obligate, or restrict Buyer.

(h)      No notice or inquiry from any jurisdiction where Tax Returns are not currently filed with respect to Purchased Assets owned by such Seller has been received to the effect that such filings may be required or that such Purchased Assets may otherwise be subject to taxation by such jurisdiction.

3.10.      Except as disclosed in Schedule 3.3, no consent, approval, permit, or authorization of, or declaration to or filing with any Governmental Authority (other than the FCC), or any other third party is required (i) for such Seller to consummate this Agreement, the Related Agreements to which such Seller is a party and the transactions contemplated hereby and thereby, or (ii) to permit such Seller to assign or transfer the Purchased Assets owned by such Seller to Buyer.

3.11.      Schedule 3.11 sets forth a true and complete list of all Intangibles owned by such Seller, all of which are valid, in good standing and uncontested. Such Seller has delivered to Buyer copies of all documents it has in its possession establishing or evidencing such Intangibles. Such Seller has, or will have as of the Closing Date, good and marketable title to all rights and interests in such Intangibles, all of which will be free and clear of any third party interests or claims at the Closing. To Sellers' knowledge (a) no Seller is infringing upon to any trademarks, trade names, service marks, service names, copyrights, patents, patent applications, know-how, methods, or processes owned by any other person or persons, and (b) there is no claim or action filed or threatened with respect thereto.

3.12.      Neither such Seller nor any person acting on such Seller’s behalf has incurred any liability for any finders or brokers fees or commissions in connection with the transactions contemplated by this Agreement for which Buyer could become liable.

3.13.      Except as disclosed in Schedule 3.4(c), such Seller is not subject to any judgment, award, order, write, injunction, arbitration, decision, decree or Governmental Order which would affect such Seller’s ability to perform its obligations hereunder or under any Related Agreement to which such Seller is a party, and there is no litigation or Action pending or, to such Seller's knowledge, threatened against such Seller or relating to the Purchased Assets owned by such Seller in any federal, state or local court, or before any Governmental Authority or arbitrator or before any other tribunal duly authorized to resolve disputes, which would have any material effect upon such Purchased Assets or which seeks to enjoin or prohibit, or otherwise questions the validity of, any

action taken or to be taken pursuant to or in connection with this Agreement or any Related Agreement to which such Seller is a party or which would materially adversely affect such Seller’s ability to perform its obligations under this Agreement or any Related Agreement to which such Seller is a party.

3.14.      Except as set forth on Schedule 3.4(c) with respect to the Licenses held by such Seller (i) such Seller has complied in all material respects with all Laws and all Actions and Governmental Orders of any Governmental Authority in respect of the Licenses of such Seller, the Purchased Assets and the operation of the Stations owned by such Seller and (ii) there are no Actions (exclusive of investigations by or before the FCC) pending or threatened against such Seller with respect to such Licenses, Purchased Assets or Stations.

3.15.      Except as set forth on Schedule 3.15, such Seller is not currently party to any material Contract with any of its Affiliates as it relates to the Purchased Assets and Stations owned by such Seller.

3.16.      No representation or warranty made by such Seller in this Agreement, in any Related Agreement to which such Seller is a party or in any certificate, document, or other instrument furnished or to be furnished by such Seller pursuant hereto contains or will contain any untrue statement of a material fact, or omits or will omit to state any material fact and required to make any statement made herein or therein not misleading.

SECTION 4 -      REPRESENTATIONS AND WARRANTIES OF JOHN N. KYLE II

John N. Kyle II (" Kyle ") represents and warrants to Buyer as follows, except as disclosed in the pertinent Schedules hereto:

4.1.      Each of the Licenses is held solely by such Seller. No shareholder, officer, employee or former employee of Seller or any Affiliate thereof, or any other Person, holds or has any proprietary, financial or other interest (direct or indirect) in, or any authority to use, or any other right or claim in or to, any of the Sellers’ Licenses. Sellers have good, valid and transferable title to, free and clear of all Liens (other than Permitted Liens), all of the Licenses owned by such Seller.

4.2.      Except as set forth on Schedule 4.2, none of the spectrum covered by the Sellers’ Licenses is subject to any lease or other agreement or arrangement with any third party, including any agreement giving any third party any present or future right to lease, use, reserve, modify or restrict such spectrum or any agreement in which any Seller has agreed to permit interference, including any lease or capacity agreement, or any right of first refusal or option to purchase. No consent, approval, order or authorization of, or registration, declaration or filing with any third party, other than the FCC, is required to be obtained or made by or with respect to any Seller in connection with the assignment of the Sellers’ License to Buyer as contemplated by this Agreement.

4.3.      No amounts (including installment payments consisting of principal and/or interest or late payment fees) are due to the FCC or the United States Department of the Treasury with respect to the Sellers’ Licenses, and none of the Sellers’ Licenses were acquired with bidding credits. There are no liabilities of such Seller or any Affiliate thereof (whether matured or unmatured, direct

or indirect, or absolute, contingent or otherwise), whether related to, associated with, or attached to, any of Sellers’ Licenses or otherwise to which the Buyer or any of its Affiliates will be subject from and after the Closing as a result of the consummation of the transaction contemplated hereby.

4.4.      Each Seller has good, valid and transferable title to, free and clear of all Liens (other than Permitted Liens as set forth on Schedule 3.5), all of the Purchased Assets owned by such Seller.

4.5.      Except as set forth on Schedule 3.15, such Seller is not currently party to any material Contract with any of its Affiliates as it relates to the Purchased Assets and Stations owned by such Seller.

SECTION 5 -      BUYER’S REPRESENTATIONS AND WARRANTIES

Buyer hereby represents and warrants to each Seller as follows:

5.1.      Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has all requisite power and authority to execute and deliver this Agreement and the documents contemplated hereby and to perform and comply with all of the terms, covenants, and conditions to be performed and complied with by Buyer hereunder and thereunder.

5.2.      The execution, delivery, and performance of this Agreement by Buyer have been duly authorized by all necessary actions on the part of Buyer. This Agreement has been duly executed and delivered by Buyer and constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms except as the enforceability of this Agreement may be affected by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally and by judicial discretion in the enforcement of equitable remedies.

5.3.      Except as disclosed in Schedule 5.3, the execution, delivery, and performance by Buyer of this Agreement, the Related Agreements and the documents contemplated hereby and thereby (with or without the giving of notice, the lapse of time, or both): (i) do not require the consent of any third party, other than the FCC; (ii) will not conflict with the articles of incorporation or bylaws (or similar organizational document) of Buyer; (iii) will not conflict with, result in a breach of, or constitute a default under, any law, judgment, order, ordinance, injunction, decree, rule, regulation, or ruling of any Governmental Authority; or (iv) will not conflict with, constitute grounds for termination of, result in a breach of, constitute a default under, or accelerate or permit the acceleration of any performance required by the terms of, any agreement, instrument, license, or permit to which Buyer is a party or by which Buyer may be bound.

5.4.      Neither Buyer nor any person acting on Buyer’s behalf has incurred any liability for any finders or brokers fees or commissions in connection with the transactions contemplated by this Agreement for which any Seller could become liable.

5.5.      There is no Action pending, or, to Buyer’s knowledge, threatened which may adversely affect Buyer’s ability to perform in accordance with the terms of this Agreement

(including, without limitation, performance under the Notes, as applicable), and Buyer is unaware of any facts which could reasonably result in any such proceeding.

5.6.      Buyer has the financial capacity to satisfy all of Buyer’s obligations under this Agreement and the documents to be executed and exchanged at the Closing (including, without limitation, under the Notes, as applicable) and to perform all of Buyer’s obligations at the Closing and all obligations set forth in the Notes.

5.7.      Buyer is not subject to any judgment, award, order, writ, injunction, arbitration decision, decree or Governmental Order which would affect Buyer’s ability to perform its obligations hereunder and the other documents to be executed in connection herewith (including, without limitation, the Notes, as applicable), and there is no litigation or Action pending or, to Buyer’s knowledge, threatened against Buyer in any federal, state or local court, or before any Governmental Authority or arbitrator or before any other tribunal duly authorized to resolve disputes, which seeks to enjoin or prohibit, or otherwise questions the validity of, any action taken or to be taken pursuant to or in connection with this Agreement or which would materially adversely affect Buyer’s ability to perform its obligations under this Agreement and the other documents to be executed in connection herewith (including, without limitation, the Notes, as applicable).

5.8.      Buyer shall cooperate with each Seller, as applicable, in obtaining any Consent described in Schedule 3.3, including but not limited to furnishing any third party with information necessary for that third party to furnish such Consent.

5.9.      To Buyer’s knowledge, Buyer is legally, financially and otherwise qualified under the Communications Laws to be the licensee of, and to acquire, own and operate, the Stations, there are no facts that would, under the Communications Laws, disqualify Buyer as assignee of the Licenses or as the operator of the Stations, and no waiver of any provision of the Communications Laws relating to the qualifications of Buyer is necessary for the FCC Consent to be obtained.

SECTION 6 -      COVENANTS

6.1.      Each Seller hereby severally agrees and covenants that, between the date of this Agreement and the Closing, except as set forth in this Agreement or required by applicable Law or the regulations or requirements of any regulatory organization applicable to such Seller, unless Buyer otherwise consents in writing, such Seller shall:

(a)      operate the Stations owned by such Seller diligently in the ordinary course of business consistent with Communications Laws and in accordance with the covenants in this Section 6.

(b)      not enter into any contract or commitment relating to the Stations or Purchased Assets owned by such Seller, or amend or terminate any Assumed Contract to which such Seller is a party (or waive any right thereunder), or incur any obligation (including obligations relating to the borrowing of money or the guaranteeing of indebtedness) that will be binding on Buyer after Closing;

(c)      not enter into any Contract with any Affiliate of any Seller;

(d)      not dissolve or liquidate or merge or consolidate with any other entity;

(e)      not make any acquisition (including by merger, consolidation or acquisition of stock) of the capital stock or a material portion of the assets of any third party, excluding acquisitions of capital stock or assets which shall not constitute Purchased Assets or relate to the Stations;

(f)      give immediate written notice to Buyer regarding (i) any notice received or given by such Seller with respect to any alleged breach by such Seller or other Person under any Assumed Contract to which such Seller is a party or (ii) any termination of any such Assumed Contract;

(g)      give immediate written notice to Buyer upon receipt by such Seller of any notice pertaining to litigation or any Action (pending or threatened) relating to the Purchased Assets owned by such Seller in any federal, state or local court, or before any Governmental Authority or arbitrator or before any other tribunal duly authorized to resolve disputes, which would have any material effect upon such Purchased Assets or which seeks to enjoin or prohibit, or otherwise questions the validity of, any action taken or to be taken pursuant to or in connection with this Agreement or any Related Agreement to which such Seller is a party or which would materially adversely affect such Seller’s ability to perform its obligations under this Agreement or any Related Agreement to which such Seller is a party.

(h)      not sell, assign, lease, or otherwise transfer or dispose of any of the Purchased Assets owned by such Seller or create, assume or permit to exist any Liens upon such Purchased Assets, except for Permitted Liens;

(i)      perform all of such Seller's obligations under the Assumed Contracts to which such Seller is a party;

(j)      comply in all material respects with the Laws applicable to the operations of the Stations owned by such Seller and the ownership and use of the Purchased Assets owned by such Seller;

(k)      cooperate with Buyer to file with the FCC all applications and notifications necessary to obtain the FCC Consent;

(l)      cooperate with Buyer in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications and will take all steps necessary and proper to obtain the FCC Consent;

(m)      not take any action to oppose or otherwise impede Buyer with respect to Buyer’s acquisition of such Seller’s Licenses;

(n)      use its reasonable best efforts to eliminate or otherwise mitigate as fully as possible any adverse effect on obtaining such approvals in the event that at any time after the date

hereof such Seller takes any action that would have the effect of materially delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby;

(o)      not cause or permit, or agree or commit to cause of permit, by act of failure to act, any of the Licenses held by such Seller to expire or to be revoked, suspended or adversely modified, or take or fail to take any action that would cause the FCC of any other Governmental Authority to institute proceedings (other than proceedings of general applicability) for the suspension, revocation or adverse modification of any of such Licenses;

(p)      not take any action that is inconsistent with its obligations under this Agreement or that would hinder or delay the consummation of the transactions contemplated by this Agreement (including, without limitation, obtaining the FCC Consent);

(q)      promptly enter into, or comply with the terms of, tolling, assignment and escrow agreements on customary conditions, as necessary and requested by the FCC to facilitate the grant of the FCC Consent;

(r)      maintain all of the Purchased Assets owned by such Seller in their current condition and use, operate and maintain all of such Purchased Assets in a reasonable manner and in accordance with the terms of the FCC Licenses and all applicable rules and regulations of the FCC and any other applicable Governmental Authority;

(s)      use its best efforts to obtain the Consents without any change in the terms or conditions of any Contract or License owned by such Seller that could be less advantageous than those pertaining under such Contract or License as in effect on the date of this Agreement. Such Seller shall promptly advise Buyer of any difficulties experienced in obtaining any of such Consents and of any conditions proposed, considered, or requested for any of such Consents;

(t)      maintain its qualification to hold the Licenses with respect to each Station owned by such Seller and not take any action that would impair such Licenses or such qualification or cause the grant of the FCC Consent to be delayed; and

(u)      not agree, consent or resolve to take any actions inconsistent with any of the foregoing.

6.1.      Until such time as this Agreement shall be terminated pursuant to Section 10, such Seller, its Affiliates, and their respective members, directors, officers, employees investment bankers and agents shall cease any discussions or negotiations with, and shall not, directly or indirectly, solicit, initiate, encourage or entertain any inquiries or proposals from, discuss or negotiate with, provide any nonpublic information to or consider the merits of any inquiries or proposals from any Person (other than Buyer) relating to the sale of all of the Purchased Assets owned by such Seller (whether by sale of assets, equity, or otherwise) or any merger, consolidation, business combination, recapitalization, reorganization or other extraordinary business transaction involving or otherwise relating to the Purchased Assets or the Stations. Each Seller shall immediately close and cause to be terminated all existing discussions, conversations, negotiations and other communications with

any Person conducted with respect to any of the foregoing. Such Seller shall notify Buyer of any such inquiry or proposal referenced herein within two (2) Business Days of receipt by such Seller of the same.

6.2.      Buyer hereby agrees and covenants that, between the date of this Agreement and the Closing, except as set forth in this Agreement or required by applicable Law or the regulations or requirements of any regulatory organization applicable to such Buyer, unless Sellers otherwise consent in writing, such Buyer shall:

(a)      cooperate with Sellers to file with the FCC all applications and notifications necessary to obtain the FCC Consent;

(b)      cooperate with Sellers in the diligent submission of any additional information requested by the FCC with respect to the FCC Applications and will take all steps necessary and proper to obtain the FCC Consent;

(c)      use its reasonable best efforts to eliminate or otherwise mitigate as fully as possible any adverse effect on obtaining such approvals the event that at any time after the date hereof Buyer takes any action that would have the effect of materially delaying, preventing or otherwise impeding the receipt of any regulatory approvals necessary to effect the transactions contemplated hereby;

(d)      not take any action that is inconsistent with its obligations under this Agreement or that would hinder or delay the consummation of the transactions contemplated by this Agreement (including, without limitation, obtaining the FCC Consent); and

(e)      promptly enter into, or comply with the terms of, tolling, assignment and escrow agreements on customary conditions, as necessary and requested by the FCC to facilitate the grant of the FCC Consent.

6.3.      In consideration of the Purchase Price and other agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of King Forward and Bella Spectra hereby agree to enter into the Non-Competition, Non-Solicitation and Non-Disparagement Agreement in the forms attached hereto as Exhibits D and E , respectively (the " Non-Compete Agreements ").

SECTION 7 -      PRIOR TO CLOSING

7.1.      (a)    The assignment of the FCC Licenses in connection with the purchase and sale of the Purchased Assets pursuant to this Agreement shall be subject to the prior consent and approval of the FCC.

(b)      Each Seller and Buyer shall promptly prepare an appropriate application for the FCC Consent pertaining to the FCC Licenses held by such Seller (collectively, the " FCC Applications ") and shall file the FCC Applications with the FCC within seven (7) Business Days of the execution of this Agreement. The cost of the FCC filing fees in connection with the FCC

Applications shall be borne Fifty Percent (50%) by the Sellers and Fifty Percent (50%) by the Buyer, which such FCC filings fees are not to exceed $4,500 in the aggregate irrespective of whether the transactions contemplated by this Agreement are consummated. Buyer and Seller shall be individually responsible for their respective attorney's fees in connection with the FCC Applications. Buyer and Seller shall prosecute the FCC Applications with all reasonable diligence and otherwise use their commercially reasonable best efforts to obtain the applicable FCC Consent as expeditiously as practicable and shall oppose any objections to the grant of such FCC Consent. Each party hereto agrees to comply with any condition imposed on it by the FCC Consent provided that such conditions of the FCC Consent are similar in all material respects as approved by each Seller's board of directors on June 21, 2017. except that no party shall be required to comply with a condition if (i) the condition was imposed on it as the result of a circumstance the existence of which does not constitute a breach by the party of any of its representations, warranties, or covenants under this Agreement and (ii) compliance with the condition would have a material adverse effect upon it. The parties hereto shall oppose any requests for reconsideration or judicial review of the FCC Consent; provided that if the request for reconsideration or review or other challenge to the grant of such FCC Consent addresses Buyer’s characteristics or conduct, or that of its principals, Buyer shall be responsible for the costs of defending the FCC Applications and if the request for reconsideration or review or other challenge to the grant of such FCC Consent addresses a Seller's characteristics or conduct, or that of its principals, such Seller shall be responsible for the costs of defending the FCC Applications. If the Closing shall not have occurred for any reason within the original effective period of the applicable FCC Consent, and no party shall have terminated this Agreement under Section 10, the parties shall jointly request an extension of the effective period of such FCC Consent. No extension of such FCC Consent shall limit the exercise by either party of its rights under Section 10. Buyer and each Seller shall each oppose any petition to deny or other objection filed with respect to the applicable FCC Consent to the extent such petition or objection relates to such party. Neither any Seller nor Buyer shall take any intentional action, or intentionally fail to take any action, which would reasonably be expected to materially delay the receipt of such FCC Consent.

7.2.      The risk of any loss, damage, impairment, confiscation, condemnation or revocation of any of the Purchased Assets from any cause whatsoever shall be borne by the Seller that owns such Purchased Assets at all times prior to the Closing.

7.3.      Except as necessary for the consummation of the transactions contemplated by this Agreement and except as and to the extent required by law, including, without limitation, disclosure requirements of federal or state securities laws and the rules and regulations of securities markets, each party will keep confidential any information obtained from the other party in connection with the transactions contemplated by this Agreement. If this Agreement is terminated, each party will return to the other party all information obtained by such party from the other party in connection with the transactions contemplated by this Agreement.

7.4.      Buyer and each Seller shall cooperate fully with each other and their respective counsel and accountants in connection with any actions required to be taken as part of their respective obligations under this Agreement, and Buyer and each Seller shall execute such other documents as may be reasonably necessary and desirable to the implementation and consummation of this Agreement, and otherwise use their commercially reasonable best efforts to consummate the

transaction contemplated hereby and to fulfill their obligations under this Agreement. Notwithstanding the foregoing, neither any Seller nor Buyer shall have an obligation to agree to any materially adverse change in any License or Assumed Contract to obtain a Consent required with respect thereto.

7.5.      From the date of this Agreement until the Closing Date, each Seller will afford Buyer, its officers, counsel, accountants and other representatives, upon two (2) business days prior written notice, full access to the Purchased Assets and Stations owned by such Seller and all of such Seller’s contracts, commitments and other records related to such Purchased Assets, at all reasonable times during business hours, and such representatives will be furnished true and complete copies of the same as such representatives may reasonably request; provided, however, that such review shall be conducted so as to not interfere unreasonably with or disrupt the business and broadcast operations of such Seller.

7.6.      From the date hereof until the earlier to occur of the Closing Date or the termination of this Agreement in accordance with Article 10, each Seller shall promptly notify the Buyer of:

(a)      any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;

(b)      (i) the occurrence or non-occurrence of any event which has caused any representation or warranty made by it herein to be untrue or inaccurate in any material respect at any time on or after the date hereof and prior to the Closing and (ii) any material failure on the part of such Seller to comply with or satisfy any covenant, condition or agreement set forth herein to be complied with or satisfied by such Seller hereunder on or after the date hereof and prior to the Closing; and

7.7.      All Transfer Taxes arising out of or in connection with the transactions effected pursuant to this Agreement shall be borne by the applicable Seller. The party which has the primary responsibility under applicable Law for the payment of any particular Transfer Tax shall prepare the relevant Tax Return. If Buyer is required to pay any Transfer Tax, the applicable Seller shall pay to Buyer the amount of such Transfer Taxes by check or wire transfer of immediately available funds no later than the date that is the later of (i) five (5) Business Days after the date Buyer notifies such Seller of the amount of Transfer Taxes required to be paid by Buyer or (ii) two (2) Business Days prior to the due date for such Transfer Taxes. The applicable Seller and Buyer shall cooperate in the preparation, execution and filing of all Transfer Tax Returns and shall cooperate in seeking to secure any available exemptions from such Transfer Taxes.

7.8.      The applicable Seller shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to the Purchased Assets owned by such Seller and the operation of such Purchased Assets for any Pre-Closing Tax Period, and Buyer shall be liable for payment of and shall prepare and properly file on a timely basis true, complete and accurate Tax Returns and other documentation for any and all Taxes incurred with respect to such Purchased Assets and the operation of such Purchased Assets for any Post-Closing Tax Period. Buyer shall prepare and properly file, consistent with past practice, all Tax Returns for any taxable period beginning on or

before and ending after the Closing Date (a “ Straddle Period ”). Notwithstanding anything to the contrary in this Section 7.8, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Purchased Assets for any Straddle Period shall be apportioned between the applicable Seller, on the one hand, and Buyer, on the other hand, based on the number of days of such period up to and including the Closing Date and the number of days of such period after the Closing Date, and such Seller shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Straddle Period up to the Closing Date, and Buyer shall be liable for the proportionate amount of such Taxes that is attributable to the portion of the Straddle Period beginning after the Closing Date. Other Taxes, if any, shall be allocated between the applicable Seller and the Buyer based on a closing of the books on the Closing Date.

SECTION 8 -      CONDITIONS TO CLOSING

8.1.      Conditions to Obligations of Buyer . The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a)      No provision of any applicable Law and no Governmental Order shall prohibit the consummation of the Closing;

(b)      The transactions contemplated by the Securities Purchase Agreement shall have been consummated;

(c)      The Non-Compete Agreements shall have been executed and delivered by the Company and King Forward and Bella Spectra;

(d)      A consulting agreement shall have been executed and delivered by the Company and each of King Forward and Bella Spectra, in the forms attached hereto as Exhibits F and G , respectively;

(e)      An employment agreement shall have been executed and delivered by the Company and each of Humberto Garriga, Irwin Podhajser and Paul Donner, in the forms attached hereto as Exhibits H, I and J , respectively;

(f)      All representations and warranties of each Seller contained in this Agreement, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, shall be true and complete in all material respects at and as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made at and as of the Closing Date, except for changes contemplated by this Agreement.

(g)      Each Seller shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

(h)      All Consents on Schedule 3.3 (except as disclosed therein), including the FCC Consent, shall have been obtained and delivered to Buyer without any adverse change in the terms or conditions of any agreement or any governmental license, permit, or other authorization.

(i)      The FCC Consent shall have been granted without the imposition on Buyer of any conditions that need not be complied with by Buyer under Section 7.1 or a material adverse change to the FCC consent as approved by each Seller's board of directors on June 21, 2017 and each applicable Seller shall have complied with any conditions imposed on it.

(j)      Sellers shall be the holders of all Licenses and there shall not have been any modification of any License that would have a Material Adverse Effect on such Licenses, the Purchased Assets or the Stations or the conduct of the business and operations of such Stations. No proceeding shall be pending or threatened the effect of which would be to revoke, cancel, fail to renew, suspend, or modify adversely any License.

(k)      Sellers shall have made or stand willing to make all the deliveries to Buyer set forth in Section 9.2.

(l)      Between the date of this Agreement and the Closing Date, there shall have been no Material Adverse Effect.

8.2.      Conditions to Obligations of Sellers . The obligations of Sellers to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or waiver, at or prior to the Closing, of each of the following conditions:

(a)      No provision of any applicable Law and no Governmental Order shall prohibit the consummation of the Closing;

(b)      All representations and warranties of Buyer contained in this Agreement, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, shall be true and complete in all material respects at and as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made at and as of the Closing Date, except for changes contemplated by this Agreement.

(c)      Buyer shall have performed and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed or complied with by it prior to or on the Closing Date.

(d)      Buyer shall have made or stand willing to make all the deliveries set forth in Section 9.3.

(e)      The FCC Consent shall have been granted without the imposition on Sellers of any conditions that need not be complied with by Sellers under Section 7.1, and Buyer shall have complied with any conditions imposed on it by the FCC Consent.

SECTION 9 -      CLOSING PROCEDURES

9.1.      The Closing shall take place at the offices of Akerman LLP, Three Brickell City Centre, 98 Southeast Seventh Street, Suite 1100, Miami, FL 33131 at 10:00 a.m. on a date (the " Closing Date "), to be set by Buyer and Sellers, which shall not be later than the fifth (5 ^th ) Business Day following the satisfaction or waiver of all of the conditions set forth in Article 7 hereof.

9.2.      Prior to or on the Closing Date, each Seller shall deliver to Buyer the following, in form and substance reasonably satisfactory to Buyer and its counsel:

(a)      Bill of Sale and Assignment . A duly executed bill of sale and assignment and other transfer documents which shall be sufficient to vest good and marketable title to the Purchased Assets in the name of Buyer, free and clear of all Liens except for Permitted Liens;

(b)      Assumption Agreement . A duly executed assumption agreement (the " Assumption Agreement ") pursuant to which Buyer shall assume and undertake to perform Seller’s obligations under the Purchased Assets insofar as they relate to the time on and after the Closing Date or arise out of events occurring on or after the Closing Date;

(c)      Consents . An executed copy of any and all instruments and documents evidencing receipt of each of the Consents;

(d)      Seller’s Certificate . A certificate, dated as of the Closing Date, executed on behalf of such Seller by an officer of such Seller, certifying (i) that all representations and warranties of such Seller contained in this Agreement, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, are true and complete in all material respects at and as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made at and as of the Closing Date, except for changes contemplated by this Agreement; and (ii) that such Seller has performed and complied in all material respects with all of its obligations, covenants, and agreements set forth in this Agreement to be performed and complied with on or prior to the Closing Date;

(e)      Licenses, Contracts, Business Records, Etc . Copies of all Licenses, Assumed Contracts and all files and records used by each Seller in connection with the Purchased Assets; and

(f)      Other Documents . Such other documents and instruments as may be reasonably requested by counsel for Buyer.

9.3.      Prior to or on the Closing Date, Buyer shall deliver to Sellers the following, in form and substance reasonably satisfactory to Sellers and their counsel:

(a)      Cash Purchase Price . The Cash Purchase Price as provided in Section 2.5(a) by wire transfer of immediately available federal funds;

(b)      Note . Executed copies of each Note as provided for in Section 2.5(b);

(c)      Stock Pledge Agreement . An executed copy of the Stock Pledge Agreement as provided in Section 2.5(b).

(d)      Guaranty Agreement . An executed copy of the Guaranty Agreement pursuant to Section 2.5(b).

(e)      Buyer’s Certificate . A certificate, dated as of the Closing Date, executed on behalf of Buyer by an officer of Buyer, certifying (i) that all representations and warranties of Buyer contained in this Agreement, disregarding all qualifiers and exceptions relating to materiality or Material Adverse Effect, are true and complete in all material respects at and as of the date of this Agreement and (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall have been true and correct, disregarding all qualifiers relating to materiality or Material Adverse Effect, as of such earlier date) as of the Closing Date as though made at and as of the Closing Date, except for changes contemplated by this Agreement; and (ii) that Buyer has performed and complied in all material respects with all of its obligations, covenants, and agreements set forth in this Agreement to be performed and complied with on or prior to the Closing Date; and

(f)      Assumption Agreement . The duly executed Assumption Agreement.

SECTION 10 -      TERMINATION

10.1.      Termination . This Agreement may be terminated prior to the Closing as follows:

(a)      by mutual written consent of Buyer and Sellers;

(b)      by written notice of Buyer to a Seller:

(i)    does not perform the obligations to be performed by it under this Agreement on the Closing Date; or

(ii)    breaches in any material respect any of their representations or warranties or defaults in any material respect in the performance of any of their covenants or agreements contained in this Agreement and such breach or default is not cured within the Cure Period (defined below).

(c)      by written notice of Sellers to Buyer if Buyer:

(i)    does not perform the obligations to be performed by it under this Agreement on the Closing Date; or

(ii)    breaches in any material respect any of its representations or warranties or defaults in any material respect in the performance of any of its covenants or agreements contained in this Agreement and such breach or default is not cured within the Cure Period.

(d)      by either Buyer or Sellers upon written notice to the other party if the consummation of the transaction contemplated hereby shall be prohibited by a final, non-appealable order, decree or injunction of a court of competent jurisdiction; provided that the right to terminate this Agreement under this Section 10.1(d) shall not apply to any party whose action or inaction in fulfilling a material obligation under this Agreement shall have been a cause for the failure of the Closing to occur.

(e)    if FCC Consent is not obtained on or prior to October 31, 2017, provided that in the event that a party has filed with the FCC a formal or informal objection or other pleading that seeks to petition, delay, dismiss or in any way condition the FCC Consent submitted in connection with this Agreement or the transaction contemplated hereby, then this Agreement shall terminate if FCC Consent is not obtained on or prior to December 22, 2017.

The term “ Cure Period ” as used herein means a period commencing the date Buyer or Sellers receives from the other written notice of breach or default hereunder and continuing until the earlier of (i) fifteen (15) calendar days thereafter or (ii) the Closing Date.

10.2.      Specific Performance . In the event of a breach or threatened breach by Sellers of any representation, warranty, covenant or agreement under this Agreement, at Buyer’s election, in addition to any other remedy available to it, Buyer shall be entitled to an injunction restraining any such breach or threatened breach and to enforcement of this Agreement by a decree of specific performance requiring Sellers to fulfill their obligations under this Agreement, in each case without the necessity of showing economic loss or other actual damage and without any bond or other security being required.

10.3.      If this Agreement is terminated pursuant to Section 10.1 and any party is not in material breach of any provision of this Agreement, the parties shall not have any further liability to each other with respect to the purchase and sale of the Purchased Assets. If this Agreement is terminated by a party due to the other party's material breach of any provision of this Agreement, and the terminating party is not in material breach of any provision of this Agreement, then the terminating party shall have all rights and remedies available at law or equity, including the right to seek specific performance of this Agreement. A termination of this Agreement shall not terminate the confidentiality rights and obligations of the parties set forth in Section 7.3.

SECTION 11 -      SURVIVAL; INDEMNIFICATION

11.1.      Survival . The representations and warranties of the parties hereto contained in or made pursuant to this Agreement or in any certificate or other writing furnished pursuant hereto or in connection herewith shall survive in full force and effect until the second anniversary of the Closing Date, provided that the representations and warranties in Section 3.9 shall remain in full force and effect with respect to any claim based on such representations and warranties until the date which is thirty (30) days after the date upon which the liability to which any such claim may relate is barred by all applicable statutes of limitations (including all periods of extension, whether automatic or permissive) and the representations and warranties in Sections 3.1, 3.2 and 3.12 and Sections 5.1, 5.2 and 5.4 shall survive in perpetuity. No claim may be brought under this Agreement unless written notice describing in reasonable detail the nature and basis of such claim is given on

or prior to the last day of the applicable survival period. In the event such notice is given, the right to indemnification with respect thereto shall survive the applicable survival period until such claim is finally resolved and any obligations thereto are fully satisfied.

11.1.      Indemnification by Buyer . Subject to Section 11.1 Buyer shall indemnify against and hold harmless the Sellers, their Affiliates and their respective employees, directors, officers, managers, members, agents and representatives (collectively, the “ Seller Indemnified Parties ”) from, and will promptly defend any Seller Indemnified Party from and reimburse any Seller Indemnified Party for, any and all losses, damages, costs, expenses, liabilities, obligations and claims of any kind (including any Action brought by any Governmental Authority or Person and including reasonable attorneys’ fees and expenses reasonably incurred) (collectively, “ Losses ”), which any Seller Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i)      Buyer’s breach of any of its representations or warranties contained in this Agreement or in the certificate delivered pursuant to Section 9.3(c);

(ii)      any breach or nonfulfillment of any agreement, obligation, or covenant of Buyer under the terms of this Agreement;

(iii)      the ownership, business or operation of the Purchased Assets and Stations after the Closing Date; and

(iv)      the Assumed Liabilities.

11.2.      Notwithstanding any other provision to the contrary, Buyer shall not be required to indemnify and hold harmless any Seller Indemnified Party pursuant to Section 11.2 unless such Seller Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 11.1.

11.3.      Indemnification by Seller . Subject to Section 11.1, each Seller severally and not jointly shall indemnify against and hold harmless Buyer, its Affiliates, and each of their successors and permitted assigns, and their respective directors, officers, employees, managers, agents and representatives (collectively, the “ Buyer Indemnified Parties ”) from, and will promptly defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all Losses which such Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with:

(i)      such Seller’s breach of, any of the representations or warranties contained in this Agreement or in the certificate delivered pursuant to Section 9.2(d);

(ii)      any breach by such Seller or nonfulfillment of any agreement or covenant of such Seller under the terms of this Agreement;

(iii)      the ownership, business or operation of the Purchased Assets before the Closing Date and Stations of such Seller before the Closing Date;

(iv)      any fines or penalties (1) issued or assessed prior to the Closing Date by a Governmental Authority (including, without limitation, the FCC) or (2) relating to actions or inactions by such Seller prior to the Closing Date, in each case on any Purchased Asset owned by such Seller, including on any License of such Seller;

(v)      the Excluded Assets;

(vi)      all Taxes attributable to the Purchase Assets for the Pre-Closing Tax Period;

(vii)      the Excluded Liabilities; and

(viii)      all Taxes of any Seller for any period on the Excluded Liabilities.

11.1.      Indemnification by Kyle . Subject to Section 11.1, Kyle shall indemnify against and hold harmless any Buyer Indemnified Party from, and will promptly defend any Buyer Indemnified Party from and reimburse any Buyer Indemnified Party for, any and all Losses which such Buyer Indemnified Party may at any time suffer or incur, or become subject to, as a result of or in connection with Kyle's breach of, any of his representations or warranties contained in Section 4 of this Agreement.

11.1.      Notwithstanding any other provision to the contrary, the applicable Seller or Kyle shall not be required to indemnify and hold harmless any Buyer Indemnified Party pursuant to Section 11.4 or Section 11.5, respectively, unless such Buyer Indemnified Party has asserted a claim with respect to such matters within the applicable survival period set forth in Section 11.1.

11.2.      Notification of Claims .

(a)      A party entitled to be indemnified pursuant to Section 11.2, Section 11.4 or 11.5 (the “ Indemnified Party ”) shall promptly notify the party liable for such indemnification (the “ Indemnifying Party ”) in writing of any claim or demand that the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement; provided, that a failure to give prompt notice or to include any specified information in any notice will not affect the rights or obligations of a party hereunder except and only to the extent that, as a result of such failure, any party that was entitled to receive such notice was damaged as a result of such failure. Subject to the Indemnifying Party’s right to defend in good faith third party claims as hereinafter provided, the Indemnifying Party shall satisfy its obligations under this Section 11 within thirty (30) days after the receipt of written notice thereof from the Indemnified Party.

(b)      If the Indemnified Party shall notify the Indemnifying Party of any claim pursuant to Section 11.7(a), the Indemnifying Party shall have the right to employ counsel of its choosing to defend any such claim asserted by any third party against the Indemnified Party for so long as the Indemnifying Party shall continue in good faith to diligently defend against such claim. The Indemnified Party shall have the right to participate in the defense of any such claim at its own expense. The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible (but in any case at least five (5) Business Days before the due date for the answer or response

to a claim) after the date of the notice of claim given by the Indemnified Party to the Indemnifying Party under Section 11.7(a) of its election to defend in good faith any such third party claim. So long as the Indemnifying Party is defending in good faith any such claim asserted by a third party against the Indemnified Party, the Indemnified Party shall not settle or compromise such claim without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and the Indemnified Party shall make available to the Indemnifying Party or its agents all records and other material in the Indemnified Party’s possession reasonably required by it for its use in contesting any third party claim. The Indemnifying Party shall not, without the Indemnified Party's written consent (such consent not to be unreasonably withheld), settle or compromise any claim or consent to any entry of any judgment which settlement, compromise or judgment (i) by its terms does not obligate the Indemnifying Party (or its Affiliates) to pay the full amount of any Losses in connection with such claim, (ii) requires any payment or other action by, or limitation on, any Indemnified Party or contains any covenants or undertakings binding on the Indemnified Party other than customary agreements to keep the terms of such settlement, compromise or judgment confidential or (iii) does not include the giving by the claimant to the Indemnified Party of a full release from all liability in respect of such claim.  Regardless of whether the Indemnifying Party elects to defend any such claim, the Indemnified Party shall have no obligation to do so. In the event (i) the Indemnifying Party elects not to defend such claim or (ii) the Indemnifying Party elects to defend such claim but fails to diligently defend such claim in good faith, the Indemnified Party shall have the right to conduct the defense thereof and to settle or compromise such claim or action without the consent of the Indemnifying Party, except that with respect to the settlement or compromise of such a claim, the Indemnified Party shall not settle or compromise any such claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld), unless the Indemnifying Party is given a full and complete release of any and all liability by all relevant parties relating thereto and has no obligation to pay any damages.  

11.1.      Net Losses; Subrogation; Mitigation.

(a)      Notwithstanding anything contained herein to the contrary, the amount of any Losses incurred or suffered by an Indemnified Party shall be calculated after giving effect to (i) any insurance proceeds received by the Indemnified Party (or any of its Affiliates) with respect to such Losses and (ii) any recoveries obtained by the Indemnified Party (or any of its Affiliates) from any other third party, in each case, net of the costs and expenses incurred in obtaining such proceeds and recoveries. Each Indemnified Party shall exercise commercially reasonable efforts to obtain such proceeds, benefits and recoveries (collectively, “ Proceeds ”). If any such Proceeds are received by an Indemnified Party (or any of its Affiliates) with respect to any Losses after an Indemnifying Party has made a payment to the Indemnified Party with respect thereto, the Indemnified Party (or such Affiliate) shall pay to the Indemnifying Party the amount of such Proceeds (up to the amount of the Indemnifying Party’s payment). With respect to any Losses incurred or suffered by an Indemnified Party, the Indemnifying Party shall have no liability for any Losses to the extent that the same Losses have already been recovered by the Indemnified Party from the Indemnifying Party (because the Indemnified Party may only recover once in respect of the same Loss).

(b)      Upon making any payment to an Indemnified Party in respect of any Losses, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party (and its Affiliates) against any third party in respect of the Losses to which such payment relates. Such Indemnified Party (and its Affiliates) and Indemnifying Party shall execute upon request all instruments reasonably necessary to evidence or further perfect such subrogation rights.

(c)      The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to mitigate any Losses, whether by asserting claims against a third party or by otherwise qualifying for a benefit that would reduce or eliminate an indemnified matter; provided, that no party shall be required to use such efforts if they would be detrimental in any material respect to such party.

(d)      The rights of the Buyer to indemnification under this Agreement or any other remedy based on any representations, warranties, covenants or agreements set forth in this Agreement or in any document delivered with respect hereto or thereto shall not be impacted or limited by any knowledge that the Buyer may have acquired, or could have acquired, whether before or after the Closing Date, nor by any investigation or diligence by the Buyer. The Sellers hereby acknowledge that, regardless of any investigation made (or not made) by or on behalf of the Buyer, and regardless of the results of any such investigation, the Buyer has entered into this transaction in express reliance upon the representations and warranties of the Sellers made in this Agreement.

11.1.      Computation of Indemnifiable Losses . Any calculation of Losses for purposes of this Section 11 shall be (a) reduced to take account of any net tax benefit actually realized by the Indemnified Party arising from the deductibility of any such Loss in the year such Loss is incurred; and (b) increased to take account of any net tax liability actually realized by the Indemnified Party arising from the receipt or accrual of any indemnity obligation hereunder; provided that the mitigation provisions hereof shall not require a party to take any action with respect to any tax filing or claim, even if such filing or claim would likely result in a net tax benefit. To the extent permitted by applicable Law, all indemnity payments made pursuant to this Agreement shall be treated by the parties hereto as an adjustment to the Purchase Price.

11.2.      Exclusive Remedies . In the event the transactions contemplated by this Agreement are consummated, the indemnification provisions of this Section 11 shall be the sole and exclusive remedies of Buyer and Sellers for any breach of the representations or warranties or nonperformance of any covenants and agreements of Buyer or Sellers contained in this Agreement or any Related Agreement, and no party shall have any liability to any other party under any circumstances for special, indirect, consequential, punitive or exemplary damages or lost profits, diminution in value or any damages based on any type of multiple of earnings of any Indemnified Party; provided, that nothing contained in this Agreement shall relieve or limit the liability of a party from any liability or Losses arising out of or resulting from fraud or intentional breach in connection with the transactions contemplated in this Agreement or the Related Agreements.

SECTION 12 -      EXPENSES, NOTICES, MISCELLANEOUS

12.1.      Any federal, state, or local sales or transfer tax arising in connection with the conveyance of the Purchased Assets by Sellers to Buyer pursuant to this Agreement shall be paid by the applicable Seller. The Buyer and the Sellers shall pay all FCC filing fees required by the FCC in connection with the applicable FCC Applications as set forth in Section 7.1(b) of this Agreement. Except as otherwise provided in this Agreement, each Seller and the Buyer shall be responsible for the payment of its own all legal, accounting, advisory and other fees and expenses incurred by it in connection with the negotiation, documentation and consummation of this Agreement.

12.2.      All notices, demands, and requests required or permitted to be given under the provisions of this Agreement shall be (a) in writing, (b) delivered by personal delivery, or sent by commercial delivery service or registered or certified mail, return receipt requested, (c) deemed to have been given on the date of personal delivery or the date set forth in the records of the delivery service or on the return receipt, and (d) addressed as follows:

If to Sellers, to:

c/o John N. Kyle II

1671 NW 144 Terrace, Suite 106

Sunrise, Florida 33323

E-mail: jkyle@bellsouth.net

With a copy to:

Mark B. Denbo, Esq.

Smithwick & Belendiuk, P.C.

5028 Wisconsin Avenue, N.W., Suite 301

Washington, D.C. 20016

E-mail: mdenbo@fccworld.com

If to Buyer, to:

450 Park Avenue, 30th Floor

New York, NY 10022

Attention:  Paul Robinson and Paul Voigt

With a copy to:

Akerman LLP

Three Brickell City Centre
98 Southeast Seventh Street
Suite 1100
Miami, FL 33131

Attention:  Carl D. Roston and Palash I. Pandya

Fax:  (212) 880-8965

and

Hogan Lovells US LLP

555 13 ^th Street, NW

Washington, DC 20004

Attention: Trey Hanbury

Fax: 202-637-5910

or to any other or additional persons and addresses as the parties may from time to time designate in a writing delivered in accordance with this Section 12.2.

12.3.      No party may assign this Agreement without the prior written consent of the other parties. Upon any permitted assignment by Buyer or Sellers in accordance with this Section 12.3, all references to Buyer herein shall be deemed to be references to Buyer’s assignee and all references to a Seller herein shall be deemed to be references to such Seller's assignees, as the case may be. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

12.4.      The parties shall take any reasonable actions and execute any other documents that may be necessary or desirable to the implementation and consummation of this Agreement, including, in the case of Sellers, any additional bills of sale, deeds, or other transfer documents that, in the reasonable opinion of Buyer, may be necessary to ensure, complete, and evidence the full and effective transfer of the Purchased Assets to Buyer pursuant to this Agreement.

12.5.      This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed in the State of Florida and without regard to its choice of law principles. Any action or proceeding arising out of or relating to this Agreement shall be brought in the state and federal courts located in Broward County, and each of the parties hereto or thereto irrevocably submits to the exclusive jurisdiction of each such court in any such action or proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the action or proceeding shall be heard and determined only in any such court and agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court.  The parties hereto agree that any of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and bargained agreement between the parties hereto and thereto irrevocably to waive any objections to venue or to convenience of forum.  Process in any action or proceeding referred to in this Section 12.5 may be served on any party hereto anywhere in the world.

12.6.      EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER

PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

12.7.      The headings in this Agreement are included for ease of reference only and shall not control or affect the meaning or construction of the provisions of this Agreement.

12.8.      Words used in this Agreement, regardless of the gender and number specifically used, shall be deemed and construed to include any other gender, masculine, feminine, or neuter, and any other number, singular or plural, as the context requires.

12.9.      This Agreement, the schedules, hereto, and all documents, certificates, and other documents to be delivered by the parties pursuant hereto, collectively represent the entire understanding and agreement between Buyer and Sellers with respect to the subject matter hereof. This Agreement supersedes all prior negotiations between the parties and cannot be amended, supplemented, or changed except by an agreement in writing that makes specific reference to this Agreement and which is signed by the party against which enforcement of any such amendment, supplement, or modification is sought.

12.10.      Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, representation, warranty, covenant, agreement, or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, representation, warranty, covenant, agreement, or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party, such consent shall be given in writing in a manner consistent with the requirements for a waiver of compliance as set forth in this Section 12.10.

12.11.      This Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.

12.12.      To the fullest extent permitted by applicable law, each party waives compliance with any bulk sale or bulk transfer laws or similar laws, if applicable.

12.13.      The parties have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have duly executed this Asset Purchase Agreement as of the day and year first above written.

SELLERS:

King Forward, Inc.

By:     /s/ John Kyle II                

Name: John Kyle II

Title: President

Tiger Eye Broadcasting Corporation

By:     /s/ John Kyle II                

Name: John Kyle II

Title: President

Tiger Eye Licensing, L.L.C.

By:     /s/ John Kyle II                

Name: John Kyle II

Title: President

Bella Spectra Corporation

By:     /s/ Kristina Bruni                

Name: Kristina Bruni

Title: President

BUYER:

DTV Holding Inc.

By:     /s/ Michael J. Sena            

Name: Michael J. Sena

Title: Chief Financial Officer

Exhibit 10.4

AMENDED AND RESTATED SECURED NOTE

FOR VALUE RECEIVED, DTV America Corporation , a Delaware corporation (the “ Borrower ”), hereby unconditionally promises to pay to the order of Continental General Insurance Company , a Texas corporation (the “ Lender ”), or its assigns, the aggregate principal sum of Two Million Dollars ($2,000,000), together with interest on the unpaid principal balance of this Amended and Restated Secured Note (this “ Note ”) outstanding from time to time at a rate equal to fourteen percent (14%) (computed on the basis of the actual number of days elapsed in a 365-day year) per annum (the “ Interest Rate ”).

1. Definitions . Capitalized terms used herein shall have the meanings set forth in this Section 1 .

(a)      all accounts, chattel paper, deposit accounts, documents, equipment, general intangibles, payment intangibles, software, commercial tort claims, instruments, inventory, investment

property, letter of credit rights, letters of credit, money and any supporting obligations related to any of the foregoing (each as defined in the Uniform Commercial Code of the State of New York (“ UCC ”)), provided, however Collateral does not include licenses with or regulated by the Federal Communications Commission to the extent a security interest in such licenses would violate applicable Law (for the avoidance of doubt, Collateral does include the proceeds derived from such licenses and their sale, lease, assignment or transfer).

(b)      all books and records pertaining to the property described in this Section 1.8 .

(c)      all other goods (including but not limited to fixtures) and personal property of the Borrower, whether tangible or intangible and wherever located.

(d)      all Intellectual Property.

(e)      to the extent not otherwise included, all proceeds and products of the foregoing in whatever form, including, without limitation any insurance, indemnity, warranty or guaranty payable with respect to any Collateral, any awards or payments due or payable in connection with any condemnation, requisition, confiscation, seizure or forfeiture of any Collateral by any person acting under governmental authority or color thereof, and any damages or other amounts payable to Borrower in connection with any lawsuit regarding any of the Collateral. The proceeds of any sale of the Collateral pursuant to an exercised Asset Sale Right of First Refusal, or otherwise, are Collateral.

American Financial described in this Section 1.30 are herein called the " American Financial Notes ".

2.      Disbursement Mechanics; Conditions to Disbursement .

2.1      Disbursement . $1,000,000 of the principal amount of the Loan was disbursed on the date of this Note and the balance (also $1,000,000) was disbursed on June 27, 2017 (the " June Disbursement "). Borrower shall not have the right to redraw any amount repaid hereunder.

2.2      Conditions to Disbursement . Lender's obligation to make the June Disbursement is subject to the condition precedent that Lender shall have received, in form and substance satisfactory to Lender, such documents, and the completion of such other matters, as Lender may reasonably deem necessary or appropriate, including, without limitation:

(a)      this Note duly executed.

(b)      the Operating Documents and a long-form good standing certificate of Borrower certified by the Secretary of State of the State of Delaware as of a date no earlier than ten (10) Business Days prior to the June Disbursement, together with duly executed board of directors borrowing resolutions for Borrower in form and substances acceptable to Lender in its sole discretion, certified to Lender by the Secretary or another executive officer of Borrower. After disbursement, the Borrower shall use its best efforts to obtain long-form good standing certificates of Borrower certified by the Secretary of State of each jurisdiction in which Borrower is, or is required to be, qualified to conduct business.

3.      Interest .

4.      Final Payment Date; Prepayment .

5.      Payment Mechanics .

6.      Right of First Refusal . In the event Borrower intends to incur indebtedness pursuant to Section 1.31(i) and Section 1.31(ii) hereof, (a) the Lender shall have a right of first refusal to fund such future indebtedness, (b) the Borrower shall provide notice of such indebtedness to the Lender which shall include all terms and conditions of such indebtedness, including without limitation, copies of any proposed agreements relating to such indebtedness, at least fifteen (15) calendar days prior to the consummation of such indebtedness and (c) the Lender shall give written notice of its agreement to fund such indebtedness within fifteen (15) calendar days of written notice from Borrower to the Lender that it intends to incur such indebtedness, and (d) if such notice is not provided by the Lender in accordance with Section 6(c) hereof, such indebtedness may be consummated by the Borrower with a third party other than Lender.

7.      Security Interest .

7.1      Grant . The Borrower, as collateral security for the prompt and complete payment and performance when due of the obligations of the Borrower hereunder, whether now existing or hereafter incurred, matured or unmatured, direct or indirect, primary or secondary, related or unrelated or due or to become due, hereby grants to the Lender a lien on and security interest in all of Borrower's right, title and interest in, to and under the Collateral.

7.2      Filings . The Borrower hereby authorizes the Lender to file, in any filing office as “Secured Party”, (a) financing statements, amendments to financing statements, and continuations thereof without the Borrower’s signature in accordance with the UCC and (b) financing statements and amendments to financing statements describing the Collateral as Lender determines in its sole discretion, including financing statements listing “All Assets” in the collateral description therein.

7.3      Further Assurances; Expenses . The Borrower shall take all action requested by the Lender that may be necessary or desirable to establish and maintain the validity, perfection, enforceability, priority, and continuation of the Lender's security interest in and lien on the Collateral under applicable Law, including, without limitation, (a) executing and delivering any and all financing statements, continuation statements, mortgages, control agreements, pledge agreements, notices, conveyances, certificates, deeds, vehicle titles,

or other papers, in form and substance acceptable to the Lender, which the Lender may deem necessary or desirable to create, perfect, preserve, validate, or otherwise protect the Lender's security interest in the Collateral or to enable the Lender to exercise and enforce the Lender's rights under this Note, (b) immediately discharging all Liens other than as granted under this Note or as Permitted Liens, and (c) delivering to the Lender, endorsed or accompanied by such instruments of assignment as the Lender may specify, and stamping or marking, in such manner as the Lender may specify, any and all chattel paper, instruments, letters of credits, and documents evidencing or forming a part of the Collateral. All reasonable charges, expenses and fees that the Lender may incur in connection with any of the foregoing shall be paid by the Borrower or added to the principal amount borrowed under this Note. Upon payment in full to Lender by Borrower of all of the outstanding obligations of Borrower under this Note, Lender shall take all action and execute and deliver all documents to immediately discharge and release all Liens granted under this Note.

8.      Covenants and Representations and Warranties .

8.1      Affirmative Covenants . The Borrower covenants and agrees that it shall:

(a)      pay promptly, when due, all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Borrower’s personal property, equipment and inventory, except to the extent the validity thereof is being contested in good faith by proper proceedings which stay the imposition of any penalty, fine or lien resulting from the non-payment thereof and with respect to which adequate reserves in accordance with GAAP, have been set aside for the payment thereof.

(b)      at its own expense, maintain insurance (including, without limitation, comprehensive general liability and property insurance) with respect to the real and personal property of the Borrower in such amounts, against such risks, in such form and with responsible and reputable insurance companies or associations as is required by any Governmental Authority, contracts to which the Borrower is a party, or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated. Each such policy shall name the Lender as additional insured or a loss payee and provide for at least thirty (30) days' prior written notice of cancellation, lapse, expiration or other adverse change to the Lender.

(c)      comply with all agreements with the Lender and any of Lender's Affiliates.

(d)      comply with all applicable Laws in all material respects.

(e)      pay all obligations as they become due.

(f)      furnish to the Lender, as soon as available and in any event within (i) thirty (30) days after the end of each month, copies of the unaudited consolidated balance sheet of Borrower as of the end of such monthly accounting period, and the related consolidated statements of income and retained earnings and cash flows for such accounting period and for the portion of the fiscal year then ended, all in reasonable detail and from time to time, such other information or documents (financial or otherwise) as the Lender may reasonably request, and (ii) ninety (90) days after the end of its fiscal year, its financial statements as audited by a firm of regional or national standing.

(g)      permit Lender access to the Collateral and otherwise provide such information as Lender shall reasonably request.

(h)      use the proceeds of the June Disbursement solely for the purposes set forth on Schedule 8.1(h) hereto.

(i)      furnish or cause to be furnished to the Lender on or before 12:00 p.m. Eastern time on the Monday of every week, the information in the form set forth on Schedule 8.1(i) hereto.

(j)      provide evidence in a form satisfactory to the Lender in its sole discretion that (1) the operating Quick Base database and server containing the Customer Relationship Management (" CRM ") system (the "Server ") developed and maintained by Bella Spectra Corporation (the " Transferor ") be made fully available to the Borrower, who will have access to all of the data and use of the operating software, and which such CRM system shall include all of the data related to the Borrower's operating stations, licenses and construction permits, network programming arrangements, market demographics as well as historical information relating to station moves, capital expenditures and filing history with the FCC and (2) the CRM system, the data and the fully operating software that resides on the Server will be transferred to the Borrower by the Transferor free and clear of all claims, liens and encumbrances by July 31, 2017 (the " Transfer Date ").

(k)      following the Transfer Date, the Borrower will promptly cause all future Data to be the sole property of the Borrower free and clear of all claims, liens and encumbrances, such future Data shall not reside on the Server or any server or computer owned by the Transferor, John Kyle or their respective Affiliates and the Transferor, John Kyle or their respective Affiliates shall not retain any copy or reproduction of the Data and the future Data in any form or manner provided that the Transferor may be provided a license revocable at will by the Borrower or, after an Event of Default, by the Lender, which revocation shall be without fee, payment, penalty or obligation on the part of the Borrower or Lender.

8.2      Restrictions . The Borrower covenants and agrees that it shall not without the prior written consent of the Lender:

(a)      permit any other Lien of any kind to attach to or be imposed upon any of the Collateral except for Permitted Liens.

(b)      change its legal name, form of legal entity, or jurisdiction of organization.

(c)      incur any indebtedness, including, without limitation, for borrowed money or purchase money indebtedness, except for Permitted Indebtedness.

(d)      guaranty any obligations of any third party.

(e)      own, hold or acquire any equity interest in any other entity, other than subsidiaries of the Borrower set forth on Schedule 8.2(e) hereto.

(f)      make or pay or declare any dividends, return any capital, or make any other payment of cash or distribution of property to its stockholders.

(g)      except as provided in Section 4.2 , make any prepayment of any indebtedness of the Borrower other than as set forth in Section 1 on Schedule 8.1(h) hereto.

(h)      operate outside the ordinary course of business consistent with past practice.

(i)      directly or indirectly enter into or permit to exist any transaction, contract or agreement of any kind with any officer, director, Affiliate or holder of any shares of the outstanding capital stock or

options, warrants or other convertible securities of Borrower, except in connection with (1) the Financing, (2) the potential purchase of shares of the Borrower from the stockholders of the Borrower by an Affiliate of the Lender (a " Stock Acquisition "), (3) the potential purchase of any FCC Licenses (as defined below) by the Borrower or the Lender or its Affiliates from King Forward Inc., Tiger Eye Broadcasting Corporation, Tiger Eye Licensing L.L.C. and Bella Spectra Corporation (the " License Purchase "), (4) as set forth on Schedule 8.2(i) hereto, (5) following a Stock Acquisition pursuant to the Securities Purchase Agreement dated as of June 27, 2017 among an Affiliate of the Lender and the signatories party thereto, the potential sale of shares of the Borrower to the stockholders of the Borrower by the Borrower or (6) the Time Brokerage Agreement dated as of April 1, 2017 by and between King Forward, Inc. and the Borrower.

(j)      permit or cause the sale of any assets of the Borrower or its subsidiaries, except as set forth on Schedule 8.2(j) hereto; provided, however, (a) in the event that the Financing does not occur prior September 1, 2017 and (b) the Borrower has provided Lender with an Asset Sale Notice and the Lender has not timely exercised the related Asset Sale Right of First Refusal, then, at any time thereafter, if no Event of Default has occurred and is then continuing, the Borrower may enter into a sale of assets of the Borrower or its subsidiaries (not the subject of an exercised Asset Sale Right of First Refusal) at such price, and pursuant to such conditions, as set forth in the Asset Sale Notice and as may be reasonably acceptable to the Lender (including the determination of the net proceeds and delivery of all net proceeds to the Lender and American Financial) provided the closing of any such sale shall not occur prior to October 31, 2017. If Lender does not timely exercise its Asset Sale Right of First Refusal, and Borrower fails to close its sale of the assets that are subject to an Asset Sale Notice within ninety (90) days of the Asset Sale Notice, then Borrower must deliver another Asset Sale Notice before it can sell such assets. In no event shall compliance or non-compliance with this Section extend the Maturity Date.

(k)      sell, transfer, lease, change the registration, if any, dispose of, attempt to dispose of, modify, amend or abandon the Collateral, including, without limitation, licenses and permits with, or issued or regulated by, the Federal Communications Commission or equivalent state agency (the " FCC Licenses ") except to the extent mandated by the FCC pursuant to a consent decree, agreement or order entered into in connection with any FCC violations that may be pending before the FCC at the time of the May Disbursement; provided, however, (a) in the event that the Financing does not occur prior to September 1, 2017 and (b) the Borrower has provided Lender with an Asset Sale Notice and the Lender has not timely exercised the related Asset Sale Right of First Refusal, then, at any time thereafter, if no Event of Default has occurred and is then continuing, the Borrower may enter into a sale of assets of the Borrower or its subsidiaries (not the subject of an exercised Asset Sale Right of First Refusal) at such price, and pursuant to such conditions, as set forth in the Asset Sale Notice and as may be reasonably acceptable to the Lender (including the determination of the net proceeds and delivery of all net proceeds to the Lender and American Financial) provided the closing of any such sale shall not occur prior to the October 31, 2017. If Lender does not timely exercise its Asset Sale Right of First Refusal, and Borrower fails to close its sale of the assets that are subject to an Asset Sale Notice within ninety (90) days of the Asset Sale Notice, then Borrower must deliver another Asset Sale Notice before it can sell such assets. In no event shall compliance or non-compliance with this Section extend the Maturity Date.

(l)      in any single transaction or series of transactions, directly or indirectly (1) wind up its affairs, liquidate or dissolve, (2) be a party to any merger or consolidation, (3) change its corporate structure, (4) except as set forth on Schedule 8.1(h) hereto, purchase or otherwise acquire, directly or indirectly, (A) all or substantially all of the assets of any person, or any shares of stock of, or similar interest in, any other Person other than the License Purchase or (B) any FCC Licenses.

(m)      except as set forth on Schedule 8.1(h) hereto, make any expenditure for fixed or capital assets.

8.3           Representations and Warranties . As an inducement for the transactions in connection with this Note, Borrower shall cause the following representations and warranties to be true until the indebtedness under this Note is discharged in full:

(a)      Borrower is a corporation, duly organized, validly existing and in good standing under the Laws of Delaware and has the power and authority to own its property and to carry on its business in each jurisdiction in which Borrower does business except as set forth in Schedule 8.3(a) hereto.

(b)      Borrower has full power and authority to execute and deliver this Note and to incur and perform the obligations provided for herein, all of which have been duly authorized by all proper and necessary action of the appropriate governing body of Borrower. No consent or approval of any public authority or other third party is required as a condition to the validity of this Note, and Borrower is in compliance with all Laws and regulatory requirements to which it is subject.

(c)      This Note constitutes the valid and legally binding obligation of Borrower, enforceable against Borrower in accordance with its terms.

(d)      Except as disclosed to Lender in writing and acknowledged by Lender prior to the date of this Note as set forth on Schedule 8.3(d) hereto, (1) there is no action, claim, notice of violation, order to show cause, complaint, investigation, or proceeding involving Borrower pending or, to the knowledge of Borrower, threatened before any court or Governmental Authority, agency or arbitration authority or (2) there is no outstanding decree, decision, judgment, or order that has been issued by any court, Governmental Authority, agency or arbitration authority against the Borrower or its FCC Licenses.

(e)      There is no charter, bylaw, stock provision, partnership agreement or other document pertaining to the organization, power or authority of Borrower and no provision of any existing agreement, mortgage, indenture or contract binding on Borrower or affecting its property, which would conflict with or in any way prevent the execution, delivery or carrying out of the terms of this Note.

(f)      Except as set forth in Section 1 of Schedule 9 , all taxes and assessments due and payable by Borrower have been paid or are being contested in good faith by appropriate proceedings and the Borrower has filed all tax returns which it is required to file.

(g)      The financial statements of Borrower heretofore delivered to Lender have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved and fairly present Borrower’s financial condition as of the date or dates thereof or for the periods covered thereby, and there has been no material adverse change in Borrower’s financial condition or operations since March 31, 2017, except as reflected in documents delivered to Lender prior to the date hereof as set forth on Schedule 8.3(g) hereto. All factual information furnished by Borrower to Lender in connection with this Note is and will be accurate and complete on the date as of which such information is delivered to Lender and is not and will not be incomplete by the omission of any material fact necessary to make such information not misleading.

(h)      Borrower’s chief executive office is located at its address for notice herein.

(i)      On the date of this Agreement, the capitalization of the Borrower is as set forth on Schedule 8.3(i) , which Schedule 8.3(i) shall also include the number of shares of common stock owned beneficially, and of record, by Affiliates of the Borrower as of the date hereof. No Person has any right of first refusal, preemptive right, right of participation, or any similar right in respect of the capital stock of the Borrower or any subsidiary of Borrower except as set forth in the certain Securities Purchase Agreement dated as of July 15, 2015 between the Borrower and purchasers party thereto. Except as set forth on Schedule 8.3(i) ,

there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of common stock, or contracts, commitments, understandings or arrangements by which the Borrower or any of its subsidiaries is or may become bound to issue additional shares of common stock or Common Stock Equivalents (as defined below). All of the outstanding shares of capital stock of the Borrower are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. Except as set forth on Schedule 8.3(i), there are no stockholders agreements, voting agreements or other similar agreements with respect to the Borrower’s capital stock to which the Borrower is a party or, to the knowledge of the Borrower, between or among any of the Borrower’s stockholders. No Person has any right to cause the Borrower to effect the registration under the Securities Act of any securities of the Borrower or any of its subsidiaries. " Common Stock Equivalents" means any securities of the Borrower or its subsidiaries which would entitle the holder thereof to acquire at any time common stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, common stock.

9.      Events of Default . Except as set forth on Schedule 9 hereto, the occurrence of any of the following shall constitute an Event of Default hereunder:

control application, is not issued and/or granted by the FCC at least 45 days prior to the Maturity Date.

10.      Remedies .

10.1      Remedies . Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Lender may at its option, (a) declare the entire principal amount of this Note, together with all accrued interest thereon and all other amounts payable hereunder, immediately due and payable, and/or (b) exercise any or all of its rights, powers or remedies under applicable Law, including, without limitation, the rights of a secured party under the UCC; provided, however that, if an Event of Default described in Section 9.3 shall occur, the principal of and accrued interest on the Loan shall become immediately due and payable without any notice, declaration or other act on the part of the Lender. Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Lender on which Borrower is liable.

10.2      Other Rights . In addition to all other rights, options and remedies granted to the Lender under this Note (each of which is also then exercisable by the Lender), the Lender may, upon the occurrence of an Event of Default, exercise any other rights granted to the Lender under the UCC and any other applicable Law, including, without limitation, each and all of the following rights and remedies:

(a)      the right to take possession of, send notices, and collect directly the Collateral, with or without judicial process (including, without limitation the right to notify the United States postal authority to redirect all mail addressed to the Borrower to an address designated by the Lender).

(b)      by Lender's own means or with judicial assistance, enter the Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises without any liability for rent, storage, utilities or other sums, and the Borrower shall not resist or interfere with such action.

(c)      require the Borrower at its expense to assemble all or any part of the Collateral and make it available to the Lender at any place designated by the Lender.

10.3      Notice of Sale; Non-Interference . The Borrower hereby agrees that a notice received by it at least ten (10) days before the time of any intended public sale or of the time after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. The Borrower covenants and agrees not to interfere with or impose any obstacle to the Lender's exercise of its rights and remedies with respect to the Collateral after the occurrence of an Event of Default hereunder.

10.4      No Obligation . The Lender shall have no obligation to prepare the Collateral for sale, including repair of damaged Collateral or completion of work in progress into finished goods for disposition.

10.5      Other Provisions . If the Lender sells any of the Collateral upon credit, the Borrower will only be credited with payments actually made by the purchaser thereof that are received by the Lender. The Lender may, in connection with any sale of the Collateral, specifically disclaim any warranties of title, possession, quiet enjoyment or the like. In the event that the proceeds of any such sale, collection or realization are insufficient to pay all amounts to which the Lender is legally entitled, the Borrower shall be liable for the deficiency, together with interest thereon at the highest rate allowed by applicable Law for interest on overdue principal thereof or such other rate as shall be fixed by applicable Law, together with the costs of collection and the reasonable fees, costs, expenses and other charges of any attorneys employed by the Lender to collect such deficiency.

10.6      Order; Remedies Cumulative . The Lender shall have the right to proceed against all or any portion of the Collateral in any order. All rights and remedies granted the Lender hereunder and under any agreement referred to herein, or otherwise available at law or in equity, shall be deemed concurrent and cumulative, and not alternative remedies, and the Lender may proceed with any number of remedies at the same time until all obligations under this Note are satisfied in full.

10.7      No Duties . The powers conferred on the Lender in this Section 10 are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Lender shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.

11.      Indemnification .

11.1      Generally . The Borrower hereby agrees to indemnify and hold harmless the Lender and its Affiliates, and each of their respective direct and indirect directors, managers, officers, members, beneficiaries, partners, employees, agents, advisors, representatives, attorneys, successors and assigns (each an “ Indemnified Person ”) to the fullest extent permitted by Law, against all expenses, liabilities and losses (including, but not limited to, attorney fees, judgments, fines, fees, excise taxes or penalties) incurred or suffered by such Person (or one or more of such Person’s Affiliates) by reason of the fact that such Person is a lender to or equityholder of the Borrower (or an Affiliate thereof) or in connection with, arising under, resulting from, or relating to this Note or the Loan, the use of proceeds of the Loan by the Borrower or its subsidiaries, or the Borrower’s obligations hereunder, including, without limitation, claims of third parties. Expenses, including attorneys’ fees and expenses, incurred by any such Indemnified Person in defending a proceeding shall be paid by the Borrower in advance of the final disposition of such proceeding, including any appeal therefrom, upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Borrower. The right to indemnification and the advancement of expenses conferred in this Section 11.1 shall survive payment in full of this Note and shall not be exclusive of any other right which the Lender may have or hereafter acquire under any statute, agreement, Law, or otherwise.

11.2      Savings Clause . If this Section 11 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Borrower shall nevertheless indemnify and hold harmless each Indemnified Person pursuant to this Section 11 to the fullest extent permitted by any applicable portion of this Section 11 that shall not have been invalidated and to the fullest extent permitted by applicable Law.

12.      Miscellaneous .

(a)      All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing and shall be given by personal delivery or nationally recognized overnight courier, in each case to the address specified below or to such other address as such Party may from time to time specify in writing in compliance with this provision:

DTV America Corporation

13450 West Sunrise Blvd, Ste 164

Sunrise, FL 33323
Attn: John Kyle and Paul DeStefanis

c/o HC2 Holdings, Inc.

450 Park Avenue, 30 ^th Floor
New York, New York 10022
Attn: Paul Robinson, Paul Voigt, David Watters

and

Continental General Insurance Company
11001 Lakeline Blvd., Suite 120
Austin, TX 78717
Attn: Janet Ward     

(b)      Notices are deemed received (i) when delivered, if personally delivered, (ii) on the next Business Day after tender for delivery if delivered by reputable overnight courier service.

(a) This Note may be assigned or transferred by the Lender to any Person. The Borrower may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Lender. This Note shall inure to the benefit of, and be binding upon, the Borrower and the Lender's assigns.

(b) Lender may at any time, without the consent of, or notice to, the Borrower, sell participations to any Person in all or a portion of Lender's rights and/or obligations under this Note (including all or a portion of its the Loan owing to it); provided that (i) Lender's obligations under this Note shall remain unchanged, (ii) Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) Lender shall remain the holder of this Note, and (iv) the Borrower shall continue to deal solely and directly with Lender in connection with Lender's rights and obligations under this Note.

modifying the Original Note), the terms, provisions, covenants and conditions of this Note shall control and prevail. Any rights and privileges inuring to the Borrower under the Original Note granted or contained in the Original Note are hereby terminated.

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IN WITNESS WHEREOF, the Borrower has executed this Note as of the date first written above.