BOSTON OMAHA Corp (Form: 8-K, Received: 06/24/2015 15:53:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2015

BOSTON OMAHA CORPORATION (formerly known as REO PLUS, INC.)
(Exact name of registrant as specified in its Charter)

Delaware	333-170054	27-0788438
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)


(Address and telephone number of principal executive offices, including zip code)
c/o Boulderado Group, LLC 292 Newbury Street, Suite 333 Boston, Massachusetts 02115 857-342-3483
___________________________________
(Former name or address, if changed since last report)

Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of Registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On June 19, 2015, we entered into subscription agreements with each of Boulderado Partners, LLC (“Boulderado”) and Magnolia Capital Fund, LP (“Magnolia”) whereby each of Boulderado and Magnolia purchased 500,000 shares of our newly established Class A Common Stock at a purchase price of $10.00 per share, resulting in gross proceeds to us of $10,000,000. Each of Boulderado and Magnolia converted all principal and interest due under promissory notes in the principal amount of $149,112.22 issued by us on February 13, 2015 (as reported on our Form 8-K dated February 19, 2015) into 15,164 additional shares of Class A Common Stock, and also converted all sums due under the $100,000 promissory notes we issued to each of them on April 10, 2015 (as reported on Form 8-K filed on April 16, 2015) into 12,616 shares of Class A Common Stock at a price of $8.00 per share.

In addition, each of Boulderado and Magnolia received warrants to purchase one share of Class A Common Stock at a price of $10.00 per share for each 10 shares of Class A Common Stock purchased, resulting in each of Boulderado and Magnolia receiving warrants to purchase 52,780 shares of Class A Common Stock. These warrants are exercisable at any time on or before June 18, 2025. Of these warrants, 51,576 are exercisable at $10.00 per share and 1,262 are exercisable at $8.00 per share.

Proceeds from the sale of Class A Common Stock were used to acquire certain outdoor advertising billboards and related assets from Bell Media, LLC as described in Item 2.01 of this Report on Form 8-K.

Each holder of our Common Stock will be eligible to participate in an offering of Class A Common Stock and Warrants under a rights offering to be conducted commencing in July 2015. Under the terms of the rights offering, each of our stockholders may participate based on his, her or its proportionate ownership of Common Stock and will have at least 30 days from the commencement date of the rights offering to elect to subscribe to purchase the Class A Common Stock at a price of $10.00 per share of Class A Common Stock. Each stockholder electing to purchase shares of Class A Common Stock will also receive a warrant to purchase a share of Class A Common Stock for each 10 shares of Class A Common Stock purchased. Boulderado and Magnolia, which own approximately 95% of our issued and outstanding shares of Common Stock, will not participate further in the rights offering

The form of Subscription Agreement, Note Conversion Agreement and Class A Common Stock Purchase Warrant are attached to this Report on Form 8-K Report as Exhibits 4.4, 4.5 and 4.6.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On June 19, 2015, Link Media Alabama, LLC, which is owned by Link Holdings, LLC, entered into an Asset Purchase Agreement with Bell Media, LLC by which Link Media Alabama, LLC acquired 38 billboards and related personal property from Bell Media, LLC.. The billboards and related assets are located in Alabama. Bell Media, LLC did not sell its indoor advertising business as part of the transaction. The purchase price for the acquired assets was $6,395,604.27 paid at closing. Up to an additional $300,000 is payable by Link Media Alabama, LLC to Bell Media, LLC provided that Bell Media, LLC obtains certain approvals.

The Asset Purchase Agreement is attached to this Report on Form 8-K as Exhibit 2.01.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

As referenced in Item 1.01 of this Report on Form 8-K, we sold 527,769 shares of Class A Common Stock to each of Boulderado and Magnolia and warrants to purchase up to an additional 52,777 shares of Class A Common Stock. The shares were issued pursuant to Rule 506 of Regulation D.

I TEM 5.01 CHANGES IN CONTROL OF REGISTRANT

The information included in Item 1.01 of this Report is also incorporated by reference into this Item 5.01 of this Report to the extent necessary as it relates to the issuance of 527,769 shares of our Class A Common Stock and warrants to purchase up to an additional 52,777 shares of Class A Common Stock to each of Boulderado and Magnolia. Prior to this issuance, Boulderado and Magnolia together owned (and continue to own) approximately 95% of our outstanding shares of Common Stock.

Each of Boulderado and Magnolia agreed as part of the Voting and First Refusal Agreement to elect as the Class A Directors each of Alex B. Rozek, as a nominee of Boulderado and Adam Peterson, as a nominee of Magnolia. In the event of (a) the death of a Class A Director, (b) the incapacitation of a Class A Director as a result of illness or accident, which makes it reasonably unlikely that the Class A Director will be able to perform his normal duties for the Company for a period of ninety (90) days, or (c) a change of control of Boulderado or Magnolia, then the Class A stockholder which nominated such dead or incapacitated Class A Director, or the Class A stockholder undergoing such change of control, shall convert all of such Class A Common Stock into shares of our Common Stock, in accordance with the procedures set forth in the Amended and Restated Certificate of Incorporation. The Voting and First Refusal Agreement also provides each of the Company and the other party to the Voting Agreement with the right of first refusal to purchase the Class A Common Stock proposed to be sold by the other holder of Class A Common Stock.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGES IN FISCAL YEAR

On June 17, 2015, we amended and restated our Certificate of Incorporation. This action was taken by means of an action by consent of stockholders owning approximately 95% of our issued and outstanding common stock. As part of the Amended and Restated Certificate of Incorporation, we:

* Effected a 1:7 reverse stock split effective as of June 17, 2015. This reverse stock split does not effect the number of shares of Class A Common Stock issued on June 19, 2015.

* Created 1,200,000 shares of Class A Common Stock. Each share of Class A Common Stock is identical to the Common Stock in liquidation, dividend and similar rights. The only difference is that each Class A Common Stock has 10 votes for each share held, while the Common Stock has a single vote per share. Shares of Class A Common Stock held by Magnolia and Boulderado automatically convert into shares of Common Stock as described in a Voting Agreement by and between us, Boulderado and Magnolia dated June 18, 2015.

* The holders of record of the shares of Class A Common Stock, exclusively and as a separate class, shall be entitled to elect two (2) directors to our Board of Directors (the “Class A Directors”), which number of Class A Directors may be reduced pursuant to the terms and conditions of the Voting and First Refusal. Any Class A Director may be removed without cause by, and only by, the affirmative vote of the holders of eighty percent (80%) of the shares of Class A Common Stockexclusively and as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders.

* At any time when shares of Class A Common Stock are outstanding, we may not, without the affirmative vote of all of the Class A Directors:

** Amend, alter or otherwise change the rights, preferences or privileges of the Class A Common Stock, or amend, alter or repeal any provision of our Certificate of Incorporation or Bylaws in a manner that adversely affects the powers, preferences or rights of the Class A Common Stock.

** Liquidate, dissolve or wind-up our business, effect any merger or consolidation or any other deemed liquidation event or consent to any of the foregoing.

*** Create, or authorize the creation of, or issue or issue additional shares of Class A Common Stock, or increase the authorized number of shares of any additional class or series of capital stock.

*** Increase or decrease the authorized number of directors constituting the Board of Directors.

*** Hire, terminate, change the compensation of, or amend the employment agreements of, our executive officers.

*** Purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of our capital stock.

*** Create, or authorize the creation of, or issue, or authorize the issuance of any debt security, if our aggregate indebtedness for borrowed money following such action would exceed $10,000, or guarantee, any indebtedness except for our own trade accounts arising in the ordinary course of business.

*** Make, or permit any subsidiary to make, any loan or advance outside of the ordinary course of business to any employee or director.

*** Create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by us or permit any direct or indirect subsidiary to sell, lease, otherwise dispose all or substantially all of the assets of any subsidiary.

*** Change our principal business, enter new lines of business, or exit the current line of business.

*** Enter into any agreement involving the payment, contribution, or assignment by us or to us of money or assets greater than $10,000.

*** Enter into or be a party to any transaction outside of the ordinary course of business with any our directors, officers, or employees or any “associate” (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) of any such person or entity.

*** Acquire, by merger, stock purchase, asset purchase or otherwise, any material assets or securities of any other corporation, partnership or other entity.

* We also removed Article Eleventh of our prior Certificate of Incorporation whereby stockholders bringing certain legal actions against us would be required to pay our legal fees if they were not totally successful in any legal action against us.

The Amended and Restated Certificate of Incorporation and Voting Agreement are attached to this Report on Form 8-K as Exhibits 4.7 and 4.8.

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On June 18, 2015, our stockholders approved, by means of a written consent in lieu of special meeting, an action to amend and restate our Certificate of Incorporation. The terms of the Amended and Restated Certificate of Incorporation are described in Item 5.03 in this Report on Form 8-K and the Amended and Restated Certificate of Incorporation is attached to this Report on Form 8-K as Exhibit 4.7.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a)	Financial Statements of Businesses Acquired.

The Company does not consider its acquisition of a portion of the assets of Bell Media, LLC as described in Item 2.01 of this Form 8-K to constitute the acquisition of a business within the meaning of Regulation S-X. The Company will provide information, if any is required by Item 9.01, on or before September 5, 2015 (71 calendar days after June 25, 2015 the date that this Form 8-K must be filed).

(d)

Exhibits.

Exhibit

Number

Exhibit Title

2.1	Asset Purchase Agreement dated June 19, 2015 by and between Link Media Alabama, LLC and Bell Media, LLC.

4.4	Form of Class A Common Stock Subscription Agreement.

4.5.	Note Conversion Agreement dated June 19, 2015 by and among Boston Omaha Corporation, Magnolia Capital Fund, L.P. and Boulderado Partners, LLC.

4.6.	Form of Class A Common Stock Purchase Warrant

4.7	Amended and Restated Certificate of Incorporation

4.8	Voting and First Refusal Agreement dated June 19, 2015 by and among Boston Omaha Corporation, Magnolia Capital Fund, L.P. and Boulderado Partners, LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOSTON OMAHA CORPORATION
	(Registrant)

	By : /s/ Alex B. Rozek
	Alex B. Rozek, President

Date: June 24, 2015

Exhibit 2.01

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (as it may be amended from time to time, this “ Agreement ”), is dated as of June 19, 2015, and is among, Link Media Alabama, LLC, with an address of c/o Boston Omaha Corporation, 292 Newbury Street, Suite 333, Boston, Massachusetts 02115 (“ Buyer ”), BELL MEDIA, LLC, with an address of 5027 Mercer St., Montgomery, Alabama 36116 (“ Seller ”) and, solely with respect to Section 6.2 hereof, Scott Bell (“ Bell ”).

RECITALS

A. Seller operates an outdoor billboard advertising business in the State of Alabama (the “ Billboard Business ”), and Seller also operates an indoor video-screen advertising business and an on-line web development, social media, and digital advertising and marketing business (the “ Retained Business ”).

B. Seller desires to sell the Billboard Assets (as defined below), and retain all the assets used in the operations of the Retained Business;

C. Buyer desires to buy the Billboard Assets in accordance with the terms of this Agreement.

D. Both Seller and Buyer have agreed, in connection with the purchase and sale of the assets described in this Agreement, to certain non-compete, non-solicitation, and other restrictions, as provided for below in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller, intending to be bound, hereby agree as follows:

ARTICLE I

CLOSING

1.1 Closing . Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) will take place on the date of this Agreement. The date on which the Closing is actually held is referred to herein as the “ Closing Date .” All transactions at the Closing shall be deemed to take place simultaneously at the close of business on the Closing Date, and no document or certificate shall be deemed to have been delivered until all transactions are completed and all documents are delivered.

ARTICLE II

ASSETS PURCHASED

2.1 Billboard Assets . Subject to the conditions set forth in this Agreement, Buyer shall purchase and acquire, and Seller shall sell, convey, assign, deliver and transfer to Buyer at the Closing, free and clear of any and all security interests, mortgages, deeds of trust, pledges, conditional sales agreements, charges, options, liens or other adverse claims or encumbrances (collectively, “ Liens ”), except for Liens for taxes not yet due and payable, and obligations and liabilities arising with respect to events or periods which occur after the Closing under any contract assigned to Buyer pursuant to this Agreement (collectively, “ Permitted Encumbrances ”) all of Seller’s right, title and interest in and to the following assets (collectively, the “ Billboard Assets ”):

(a) All of Seller’s billboard structures, and all personal property, lights, video displays, vinyls and other materials used for displaying ads, electrical wiring and circuits, equipment and other fixtures and chattel attached thereto or contained therein, and all replacement parts, supplies, and other equipment and other similar personal property held for use on or replacement to the physical billboard structures, wherever located (the “ Billboard Structures ”);

(b) All rights of Seller under all contracts, leases, and other agreements with customers of its Billboard Business, as set forth on Schedule 2.1(b) attached hereto (the “ Customer Contracts ”);

(c) All rights of Seller under all contracts, leases, and other agreements with owners of real property and fixtures on which Seller’s billboards are located, as set forth on Schedule 2.1(c) attached hereto (the “ Location Contracts ”), with Schedule 2.1(c) also setting forth the location of each Billboard Structure of Seller;

(d) All rights of Seller under all contracts, leases, and other agreements with vendors of its Billboard Business not listed in any other subsection of this Section 2.1 , as set forth on Schedule 2.1(d) attached hereto (the “ Vendor Contracts ”);

(e) All rights of Seller under all permits, licenses and other governmental authorizations of every kind issued to or held by Seller that are required for the operation of the Billboard Structures, as set forth on Schedule 2.1(e) attached hereto (the “ Permits ”);

(f) All rights of Seller under all accounts, agreements and arrangements with providers of electricity, gas, water, or other utilities used in the operation of the Billboard Structures that are transferable without the consent or approvals of such providers, which are set forth on Schedule 2.1(f) attached hereto (the “ Transferable Utility Arrangements ”);

(g) All rights of Seller under all contracts, leases, and other agreements with respect to the maintenance and upkeep, including maintenance with respect to software used for the operation, of the Billboard Structures, as set forth on Schedule 2.1(g) attached hereto (the “ Maintenance Agreements ”);

(h) All rights of Seller in and to the customers of the Billboard Business, including their contact information, purchase history for the past 12 months, and other sales data (the “ Customer Data ”);

(i) All rights of Seller in and to the vendors of the Billboard Business, including their contact information, sales history for the past 12 months, and other sales data (the “ Vendor Data ”);

(j) All rights of Seller in and to all catalogues, brochures, art work, sales literature, promotional material and other selling materials for the Billboard Business, whether in hard copy or electronic format (the “ Marketing Materials ”);

(k) All rights of Seller in and to the intangible property solely used in the operation of the Billboard Structures (the “ Billboard Intellectual Property ”), including, without limitation, (i) all software related to LED and other digital screens attached to Billboard Structures, (ii) all blueprints, design plans, and other technical specifications of the Billboard Structures, and (iii) all trademarks and trade names, logos, trademark and trade name registrations, servicemark and servicemark registrations, all copyrights and copyright registrations, the applications therefor, trade secrets, “know how” or other confidential information related to the use and operation of the Billboard Structures; and

(l) All goodwill appurtenant to the Billboard Business.

2.2 Excluded Assets . Seller shall retain all right, title and interest in and to, and Buyer shall not acquire any ownership or other rights in or to, any assets of Seller not included within the definition of the Billboard Assets set forth in Section 2.1 above. For the purposes of clarity, Buyer acknowledges and agrees that it is not purchasing, nor receiving any interest in or any right to use, the name “Bell Media” and that is it not purchasing or receiving any interest in any of the accounts receivable of the Billboard Business arising prior to the Closing or to the utility arrangements of Seller that are not transferable without the consent of the utility provider.

2.3 Assumption of Liabilities . At the Closing, Buyer shall assume and agree to perform, pay and discharge, when due, the obligations, commitments and liabilities of Seller under the Customer Contracts, Location Contracts, Vendor Contracts, Permits, Transferable Utility Arrangements, and Maintenance Agreements (collectively, the “ Billboard Contracts ”) that are attributable to events occurring after the Closing Date (collectively, the “ Assumed Liabilities ”). Buyer acknowledges and agrees that it shall be fully responsible for all such Assumed Liabilities.

2.4 Retained Liabilities . Except for the Assumed Liabilities, Buyer shall not assume, have any responsibility for or otherwise bear the economic burden of any liability, obligation or commitment of any nature of Seller, the Billboard Business or the Retained Business, whether now or hereafter existing, known or unknown, accrued or unaccrued or due to come due, including, without limitation, any obligations or liabilities related to the accounts payable and all other liabilities of the Billboard Business existing prior to, or arising out of events occurring prior to, the Closing (all such liabilities, obligations and commitments, collectively, the “ Retained Liabilities ”). Seller acknowledges and agrees that it shall be fully responsible for all such Retained Liabilities.

ARTICLE III

PURCHASE PRICE; CLOSING PAYMENTS AND CLOSING DELIVERIES

3.1 Purchase Price . In consideration for the purchase and sale of the Billboard Assets, Buyer shall pay to Seller an amount at Closing of Six Million Seven Hundred Thousand Dollars, ($6,700,000), subject to adjustment as set forth in Section 3.3 (the “ Purchase Price ”).

3.2 Closing Payment . At the Closing, Buyer shall pay an amount equal to the Purchase Price (as adjusted pursuant to Section 3.3 ) less the amount of Three Hundred Thousand Dollars ($300,000) to be held by Buyer as a “Deferred Payment” pursuant to that certain Services Agreement by and between Buyer and Seller, dated as of the date hereof, substantially in the form attached hereto as Exhibit E (the “ Services Agreement ”), to Seller by wire of immediately available funds to an account designated in advance by Seller. The Deferred Payment will be paid by Buyer to Seller, if applicable, in accordance with the terms of the Services Agreement.

3.3 Statement of Closing Prorations . Attached to this Agreement on Exhibit A is a closing statement of prorations (“ Closing Prorations Statement ”) that allocates to Buyer: (i) revenue received by Seller prior to the Closing but attributable to services of the Billboard Business after the Closing, (ii) lease payments made and other expenses paid by Seller prior to the Closing but attributable to periods after the Closing, and (iii) revenue arising from invoices sent to customers of the Billboard Business prior to the Closing but attributable to services to be performed after the Closing. The Closing Prorations Statement will identify in each case the customer, landlord, vendor, or other relevant party, the aggregate amount of the revenue received or to be received or the expense paid, the amount of the revenue or expense to be allocated to Buyer and to Seller with respect to each proration, and any other information Buyer and Seller agree to. The Purchase Price will be decreased if the sum of the pre-paid revenue in clauses (i) and (iii) above exceed the amount of the pre-paid expenses in clause (ii) above, and the amount of the decrease will be equal to the dollar amount that such revenue exceeds such expenses.

The Purchase Price will be increased if the sum of the pre-paid revenue in clauses (i) and (iii) above is less than the amount of the pre-paid expenses in clause (ii) above, and the amount of the increase will be equal to the dollar amount that such expenses exceeds such revenue.

3.4 Allocation of Consideration . The Purchase Price, as adjusted pursuant to Section 3.3 , shall be allocated among the Billboard Assets by mutual agreement of Buyer and Seller in accordance with Section 1060 of the Internal Revenue Code and the applicable Treasury Regulations, and attached hereto as Exhibit B . Buyer and Seller shall determine such allocation no later than ten (10) days following the Closing Date. Buyer and Seller agree to make all appropriate tax filings on a basis consistent with the agreed allocation, to provide a draft of any required information return to the other party, if requested, at least ten (10) days prior to filing any such return, and not to take a position on any return or in any proceeding before any court or governmental agency that is inconsistent with the terms of the agreed allocation as set forth on Exhibit B .

3.5 Closing Deliveries and Actions .

(a) Seller Deliveries . The obligations of Buyer under this Agreement are subject to fulfillment of, or waiver in writing by Buyer, of each of the following conditions on or prior to the Closing Date:

(i) Delivery of this Agreement by Seller, duly executed by Seller;

(ii) Delivery of the General Assignment and Bill of Sale, substantially in the form attached hereto as Exhibit C (the “ Bill of Sale ”) by Seller, duly executed by Seller;

(iii) Delivery of the Transition Services Agreement, substantially in the form attached hereto as Exhibit D (the “ TSA ”) by Seller, duly executed by Seller;

(iv) Delivery by Seller of a certificate from the Secretary of Seller, certifying the resolutions adopted by the managers and the members of Seller authorizing and approving the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby;

(v) Delivery by Seller of possession of the Billboard Assets;

(vi) Delivery by Seller of all approvals, authorizations, waivers, consents and releases of third parties listed on Schedule 3.5(a)(vi) ; and

(vii) Delivery of the Services Agreement by Seller, duly executed by Seller.

(b) Buyer Deliveries . The obligations of Seller under this Agreement are subject to fulfillment of, or waiver in writing by Seller, of each of the following conditions on or prior to the Closing Date:

(i) Payment by Buyer of the Purchase Price to Seller in accordance with Section 3.2 ;

(ii) Delivery of this Agreement by Buyer, duly executed by Buyer;

(iii) Delivery of the Bill of Sale by Buyer, duly executed by Buyer;

(iv) Delivery of the TSA by Buyer, duly executed by Buyer; and

(v) Delivery of the Services Agreement by Buyer, duly executed by Buyer.

(c) Mutual Deliveries . At or before the Closing, Seller and Buyer shall have agreed upon: (i) the Closing Prorations Statement to be attached to this Agreement as Exhibit A , and (ii) the form of notice to be sent by Seller to issuers of the Permits notifying such parties of their assignment to Buyer (which shall be sent by Seller within ten (10) days of the Closing).

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Buyer as follows:

4.1 Authority Relative to this Agreement . Seller has the full power and authority to execute and deliver this Agreement and all other agreements and instruments executed and delivered by Seller hereunder (the “ Additional Agreements ”), and to consummate the transactions and to discharge its obligations contemplated hereby and thereby.

4.2 Agreement Binding . The Agreement has, and the Additional Agreements have, been duly and validly executed and delivered by Seller, and assuming due and valid execution and delivery by Buyer and the other parties thereto, constitute a legal, and binding obligation of Seller enforceable against Seller in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting the rights of creditors generally, and subject to general principles of equity.

All actions or proceedings required to be taken by or on the part of Seller to authorize and permit the execution and delivery by Seller of this Agreement and the Additional Agreements have been duly and properly authorized and approved by Seller’s managers and the requisite majority of Seller’s members.

4.3 Organization . Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified to carry on its business as now conducted and is in good standing in Alabama. Seller has full power and authority to own or lease and to operate and use the Billboard Assets and to carry on the Billboard Business as previously conducted, as now conducted and as presently proposed to be conducted.

4.4 Licenses and Authorizations . The Permits are all permits, licenses and other governmental authorizations of every kind issued to or held by Seller as of the date hereof that are required for the operation of the Billboard Business. All Permits are in full force and effect, and all state and local renewal fees of all Permits are paid in full. Seller is in compliance in all material respects with the terms of all Permits, and no loss or expiration of any Permit is pending, or to the knowledge of Bell, assuming a reasonable inquiry (the “ Knowledge of Seller ”), threatened. All rights and benefits under the Permits are freely assignable by Seller without any restriction, transfer fee or other cost, and without the prior approval of, or delivery of prior notice to, any governmental authority or other issuer of such Permit.

4.5 Contracts and Arrangements .

(a) Seller has furnished Buyer with true and complete copies of all Billboard Contracts, customer warranties, and all unused “Vinyls” for current or future advertisers pertinent to Billboard Structures included within the Billboard Assets, and all plans for Billboard Structures in its possession.

(b) Each of the Billboard Contracts is in full force and effect and is the legal, valid and binding obligation of Seller as party thereto, and on the Closing Date shall be delivered free and clear of all Liens other than Permitted Encumbrances. Seller is not in default under any Billboard Contract, and to the Knowledge of Seller, no other party to any Billboard Contract is in breach or default thereunder other than with respect to customers making payments up to ninety (90) days after due from time to time, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a breach or default on the part of Seller or, to the Knowledge of Seller, any other party thereunder. No party to any of the Billboard Contracts has exercised any termination rights with respect thereto, and no party has given written notice of any significant dispute with respect to any Billboard Contract. Except as set forth on Schedule 3.5(a)(vi) , no approval, authorization, waiver, consent or release is required from any landlord, lessor, customer, vendor or other party to any of the Billboard Contracts as a condition to the assignment and transfer of any such Billboard Contract to Buyer hereunder.

4.6 Title and Sufficiency .

(a) Seller owns and has good and valid title to all of the Billboard Assets, and has the unrestricted power and right to sell, assign and deliver the Billboard Assets, subject to the consents listed on Schedule 3.5(a)(vi) . Seller shall transfer such title to Buyer on the Closing Date, free and clear of all Liens other than Permitted Encumbrances.

(b) The Billboard Assets include all of the assets necessary to permit Buyer to conduct the Billboard Business after the Closing in a manner substantially equivalent to the manner as it has been conducted prior to the date of this Agreement subject to those assets which Seller is retaining and that relate to its Retained Business, including the administrative, financial, employee, and management functions associated therewith, which Buyer is not acquiring pursuant to this Agreement. Seller does not own any real property.

4.7 Litigation and Compliance with Laws .

(a) Seller has not been operating under, is not subject to, nor in default with respect to, any order, writ, injunction, judgment or decree of any court or federal, state, or local governmental authority or agency, in any way related to the Billboard Assets or the Billboard Business. Seller has complied in all material respects with all federal, state and local laws, statutes, rules, regulations and other legal requirements which are applicable to the Billboard Assets or the Billboard Business.

(b) No litigation or proceeding by or before any court or governmental agency related to the Billboard Assets or the Billboard Business is pending or to the Knowledge of Seller, threatened, nor, to the Knowledge of Seller, is there any basis for such claims; and no federal, state or local governmental administrative proceeding or investigation is pending or threatened, nor, to the Knowledge of Seller, is there any basis therefor.

4.8 No Conflict . The execution, delivery and performance by Seller of this Agreement and the Additional Agreements and the consummation by Seller of the transactions contemplated hereby and thereby will not: (a) result in a breach or violation of any of the provisions of Seller’s governing documents or instruments; (b) violate, in any material respect, any order or legal requirement applicable to Seller or any Billboard Asset; (c) revoke, suspend or modify any Permit ; or (d) violate or conflict with, in any material respect, or result in a breach of or constitute (with notice or lapse of time, or both) an occurrence of a default under any provision of, result in the acceleration or cancellation of any obligation under, give rise to any claim, give any third party additional rights or compensation under or give rise to any right by any party to terminate or amend its obligations under, any agreement or instrument to which Seller is a party in connection with the Billboard Business or by which any of the Billboard Assets are bound, or result in the creation of any Lien upon the Billboard Assets .

4.9 Financial Statements . Seller has delivered to Buyer an unaudited statement of revenues received from customers of the Billboard Business for the 12-month period ending May 31, 2015 (the “ Revenue Statement ”) showing the monthly revenue for each such customer that paid more than $5,000 to Seller during such period, and aggregating together all such customers who paid less than $5,000 during such period. The Revenue Statement is consistent with the books and records of Seller (which, in turn, are accurate and complete in all material respects). Seller and Buyer acknowledge and agree that the Billboard Business was not operated as an independent business and, accordingly, Seller is not able to provide customary balance sheets, income statements, or other financial statements of the Billboard Business separate from its other operations.

4.10 Changes . Since January 1, 2015, there have been no events or circumstances of any kind that have had or would reasonably be expected to result in a material adverse effect to the Billboard Assets or to the condition (financial or otherwise), liabilities, business, operations, results of operations or prospects of the Billboard Business (a “ Material Adverse Effect ”). Buyer and Seller acknowledge and agree that the recent separation from employment of Seller’s Enterprise, Alabama sales representative is not a Material Adverse Effect.

4.11 Taxes . All tax returns required to be filed by or on behalf of Seller on or before the Closing Date have or will have been duly and timely filed with the appropriate taxing authority in all jurisdictions in which such tax returns are required to be filed, and all such tax returns are true, complete and correct in all material respects; and all taxes of Seller have been fully and timely paid. Seller has complied in all material respects with all applicable legal requirements relating to the payment and withholding of taxes and has duly and timely withheld and paid over to the appropriate taxing authorities all amounts required to be so withheld and paid over under all applicable legal requirements. There are no liens for taxes upon the Billboard Assets.

4.12 Environmental Matters .

(a) With respect to the Billboard Business, Seller has complied, and is in compliance, in all material respects with all applicable Environmental and Safety Requirements and has no material liabilities, including existing corrective, investigatory or remedial obligations arising under applicable Environmental and Safety Requirements or, to the Knowledge of Seller, pending or threatened corrective, investigatory or remedial obligations arising under applicable Environmental and Safety Requirements. Seller has not received any oral or written notice, report or information regarding any actual or alleged violation of Environmental and Safety Requirements or any liabilities or potential liabilities relating to it or its facilities arising under Environmental and Safety Requirements. Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance (including any hazardous substance) or owned, occupied or operated any facility or property in a manner that has given or would reasonably be expected to give rise to any material liabilities pursuant to any Environmental and Safety Requirements.

(b) For the purposes hereof, “ Environmental and Safety Requirements ” means all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law, in each case concerning public health and safety, worker health and safety and pollution or protection of the environment (including, without limitation, all those relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of any hazardous or otherwise regulated materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise, radiation or radon), each as amended and as now or hereafter in effect.

4.13 Intellectual Property . Seller has all right, title and interest in and to, and is the sole and exclusive owner of (free and clear of any Liens other than Permitted Encumbrances), all the Billboard Intellectual Property, and has sole and exclusive rights (and is not contractually obligated to pay any compensation to any third party in respect thereof) to the use thereof or the material covered thereby in connection with the services or products in respect of which the Billboard Intellectual Property is being used. No claims with respect to the ownership of, or otherwise questioning Seller’s rights to, any of the Billboard Intellectual Property have been asserted or threatened by any third party nor are there any valid grounds for any such claim. To the Knowledge of Seller, the conduct of the Billboard Business has not infringed, misappropriated or conflicted with any patents, trademarks, copyrights, trade secrets or other intellectual property of any third party. To the Knowledge of Seller, no third party is infringing, diluting, misappropriating, or otherwise violating or engaged in the unauthorized use of any of the Billboard Intellectual Property, including any employee or former employee of Seller.

4.14 Employee Matters . No employee of Seller has been granted the right to continued employment by Seller or to any material compensation following termination of employment with Seller except for those hired by Buyer, for whom Seller has agreed to pay commissions earned on non-Billboard Business prior to Closing, where payment will be made after Closing. All employees of Seller working in connection with the Billboard Business have been or will have been, on or before the Closing Date, paid in full by Seller for all earned wages, salaries, commissions, bonuses and other compensation for all services performed by such employees up to and including the Closing Date. There are no claims, disputes or controversies pending or, to the Knowledge of Seller, threatened involving any employee or group of employees of Seller. Seller has complied in all material respects with all legal requirements related to the employment of its employees, including provisions related to wages, hours, leaves of absence, equal opportunity, occupational health and safety, workers’ compensation, severance, employee handbooks or manuals, collective bargaining and the payment of social security and other taxes. Seller has no liability under any legal requirements related to employment and attributable to an event occurring or a state of facts existing prior to the Closing Date.

4.15 Insurance . Seller maintains insurance policies relating to the Billboard Assets and the Billboard Business insuring against such risks and in such amounts as the management of Seller reasonably has determined to be prudent in accordance with industry practice. There is no claim by Seller pending under any of such policies as to which coverage has been questioned, denied or disputed by the underwriters of such policies or in respect of which such underwriters have reserved their rights. All such insurance policies are currently in full force and effect. Seller is not in material default thereunder, all premiums and other payments due thereunder have been paid, and all claims thereunder have been filed in due and timely fashion.

4.16 Brokers . Except for Kalil & Co, Inc., no broker or finder has been engaged by Seller in connection with the transactions contemplated by this Agreement and no broker or finder will be entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Agreement. Seller is responsible for all broker’s or finder’s fees and any other commissions, costs or expenses charged by Kalil & Co., Inc. or otherwise associated with the services provided by Kalil & Co., Inc.

4.17 Disclaimer . Except as expressly set forth in this Article IV or in the Schedules or Exhibits attached to this Agreement, Seller makes no express or implied representation or warranty with respect to the Billboard Assets or Billboard Business whatsoever.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller as follows:

5.1 Authority Relative to this Agreement . Buyer has the full power and authority to execute and deliver this Agreement and all other Additional Agreements, and to consummate the transactions and to discharge its obligations contemplated hereby and thereby.

5.2 Agreement Binding . The Agreement has, and the Additional Agreements have, been duly and validly executed and delivered by Buyer, and assuming due and valid execution and delivery by Seller and the other parties thereto, constitute a legal, and binding obligation of Buyer enforceable against Buyer in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency or similar laws affecting the rights of creditors generally, and subject to general principles of equity. All actions or proceedings required to be taken by or on the part of Buyer to authorize and permit the execution and delivery by Buyer of this Agreement and the Additional Agreements have been duly and properly authorized and approved by Buyer’s managers and the requisite majority of Buyer’s members.

5.3 No Conflict . The execution, delivery and performance by Buyer of this Agreement and the Additional Agreements and the consummation by Buyer of the transactions contemplated hereby and thereby will not: (a) result in a breach or violation of any of the provisions of Buyer’s governing documents or instruments; (b) violate, in any material respect, any order or legal requirement applicable to Buyer or its assets; or (c) violate or conflict with, in any material respect, or result in a breach of or constitute (with notice or lapse of time, or both) an occurrence of a default under any provision of, result in the acceleration or cancellation of any obligation under, give rise to any claim, give any third party additional rights or compensation under or give rise to any right by any party to terminate or amend its obligations under, any agreement or instrument to which Buyer is a party or by which it or any of its material assets are bound.

5.4 Organization . Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Alabama. Buyer is a newly formed entity with no history of business operations and no material financial liabilities.

ARTICLE VI

POST-CLOSING COVENANTS

6.1 Employment Matters . Except as set forth in the TSA or as otherwise specifically stated herein or otherwise mutually agreed by the parties, no employees of Seller shall continue employment with the Billboard Business following the Closing Date. Seller, at Seller’s cost and expense, shall train Buyer’s representatives in the use and programming of the computer software utilized to program the advertisements on the LED structures used in the Billboard Business. Following the Closing, Seller agrees not to enforce, and hereby waives any right it may have to enforce, any non-competition, customer non-solicitation, or similar restrictive provision or agreement, including, without limitation, the restrictive covenants set forth in any offer letter or employment agreement or arrangement, in its favor against Linda Baxter and Katie Cole and any other employee or consultant of Seller who is hired by Buyer with Seller’s prior written consent; provided , however , Seller’s agreement to not enforce, and Seller’s waiver of its rights to enforce, such provisions shall not apply to any agreement of any employee or consultant of Seller not to solicit any of Seller’s employees and consultants.

6.2 Seller’s Covenant Not To Compete or Interfere .

(a) For a period of five (5) years following the Closing Date, none of Seller, Bell or any of their respective affiliates (the “ Seller Parties ”) shall, directly or indirectly, in any capacity whatsoever (whether individually or with others or as an owner, investor, principal, shareholder, partner, member, director, officer, employee, agent, representative, consultant, advisor, or in any other capacity), for the benefit of Seller or for the benefit of any third party, engage in the business of outdoor billboard advertising in the State of Alabama, or own, invest in, manage, operate, join, control, be employed by, provide services to, consult for, advise, assist, participate in, or be connected in any manner with a third party that engages in the business of outdoor billboard advertising in the State of Alabama. This covenant does not prohibit the mere ownership of no more than one percent (1%) of the outstanding stock of any publicly-traded corporation as long as Seller is not otherwise in violation of this Agreement.

(b) Each of Seller and Bell acknowledges that the restrictions contained in this Section 6.2 , in view of the nature of the Billboard Business, are reasonable and necessary to protect the legitimate interests of Buyer, and that any violation thereof could result in irreparable injuries to Buyer. Each of Seller and Bell acknowledges that, in the event of a breach or threatened breach of the restrictions of this Section 6.2 by Seller, Buyer shall be entitled to request from any court of competent jurisdiction preliminary and permanent injunctive relief restraining Seller and/or Bell (or their successors, assigns, or transferees) from any violation of the foregoing.

(c) With respect to the Billboard Contracts, for a period of five (5) years following the Closing Date, none of the Seller Parties shall directly, or indirectly through any person or entity, take any action to interfere with any such Billboard Contract; provided , however , Buyer acknowledges that certain customers of the Billboard Business are also customers of the Retained Business, and both Buyer and Seller agree that Seller’s marketing of the services of the Retained Business to such customers after the Closing will not be a violation of this Section 6.2 so long as Seller does not offer any discount, term, or incentive to such customers to reduce the amount of their business with the Billboard Business; and provided , further , that any discount, term, or incentive Seller offers to at least a majority of its customers will be deemed to be not a discount, term, or incentive in violation of this Section 6.2 .

(d) For a period of two (2) years following the Closing Date, no Seller Party shall directly, or indirectly through any person or entity, solicit for hire, engagement, or employment any employee or consultant of Buyer as of the date of this Agreement or as of any time during such restricted period, provided, that this Section 6.2(d) shall not apply to any individual whose employment or engagement with Buyer has been terminated for a period of six (6) months or longer; and provided further , that this Section 6.2(d) shall not prohibit any Seller Party from making any general media solicitation for employees or engaging in public advertising of employment opportunities (including through the use of employment agencies) not specifically directed to any of Buyer’s employees and consultants, and that the Seller Parties shall not be restricted from hiring any person who responds to any such general solicitation for employees or public advertisement of employment opportunities.

6.3 Buyer’s Covenant Not To Compete or Interfere .

(a) For a period of three (3) years following the Closing Date, neither Buyer nor any of its affiliates (the “ Buyer Parties ”), shall, directly or indirectly (whether individually or with others or as an owner, investor, principal, shareholder, partner, member, director, officer, employee, agent, representative, consultant or advisor), for the benefit of Buyer or for the benefit of any third party, engage in the business of indoor video-screen advertising in the State of Alabama, or own, invest in, manage, operate, join, control, be employed by, provide services to, consult for, advise, assist or participate in, a third party that engages in the business of indoor video-screen advertising in the State of Alabama; provided , however , in no event will any Buyer Party be prohibited from purchasing the assets, equity, or merging or otherwise combining with any non-affiliated person or entity that is engaged in the business of indoor video-screen advertising in the State of Alabama. This covenant does not prohibit the mere ownership of no more than one percent (1%) of the outstanding stock of any publicly-traded corporation as long as Buyer is not otherwise in violation of this Agreement.

(b) Each Buyer Party acknowledges that the restrictions contained in this Section 6.3 , in view of the nature of the Seller’s business, are reasonable and necessary to protect the legitimate interests of Seller, and that any violation thereof could result in irreparable injuries to Seller. Each Buyer Party acknowledges that, in the event of a breach or threatened breach of the restrictions of this Section 6.3 by Buyer, Seller shall be entitled to request from any court of competent jurisdiction preliminary and permanent injunctive relief restraining any Buyer Party (or its applicable successors, assigns, or transferees) from any violation of the foregoing.

(c) For a period of three (3) years following the Closing Date, no Buyer Party shall directly, or indirectly through any person or entity, take any action to interfere with any of the customers of the Retained Business set forth on Schedule 6.3 attached hereto (the “ Specified Customers ”) in connection with such Specified Customers’ capacity as customers of the Retained Business; provided , however , Seller acknowledges that certain of the Specified Customers are also customers of the Billboard Business, and both Buyer and Seller agree that Buyer’s marketing of the services of the Billboard Business to such Specified Customers after the Closing will not be a violation of this Section 6.3 so long as Buyer does not offer any discount, term, or incentive to such customers to reduce the amount of their business with the Retained Business; and provided , further , that any discount, term, or incentive Buyer offers to at least a majority of its customers will be deemed to be not a discount, term, or incentive in violation of this Section 6.3 .

(d) For a period of two (2) years following the Closing Date, except with the prior written consent of Seller or otherwise in accordance with this Agreement or the TSA, no Buyer Party shall directly, or indirectly through any person or entity, solicit for hire, engagement, or employment any employee or consultant of Seller as of the date of this Agreement or as of any time during such restricted period; provided, that this Section 6.3(d) shall not apply to any individual whose employment or engagement with Seller has been terminated for a period of six (6) months or longer; and provided further , that this Section 6.3(d) shall not prohibit any Buyer Party from making any general media solicitation for employees or engaging in public advertising of employment opportunities (including through the use of employment agencies) not specifically directed to any of Seller’s employees and consultants, and that the Buyer Parties shall not be restricted from hiring any person who responds to any such general solicitation for employees or public advertisement of employment opportunities.

6.4 Confidentiality . Seller hereby agrees that for a period of five (5) years following the Closing, Seller shall not disclose or make use of, and shall use its best efforts to cause all of its affiliates, successors, assigns, officers, directors, employees and representatives not to disclose or make use of, any knowledge, information or documents of a confidential nature or not generally known to the public with respect to the Billboard Assets, the Billboard Business or Buyer, its affiliates or their respective businesses, except to the extent that such knowledge, information or documents shall have become public knowledge other than through improper disclosure by Seller or is required to be disclosed pursuant to a legal requirement, including applicable federal or state tax code requirements.

6.5 Transfer of Billboard Contracts .

(a) If any approvals, authorizations, waivers, consents or releases necessary to assign, transfer, convey and deliver the Billboard Contracts to Buyer have not been obtained on or prior to the Closing Date, Seller shall use its commercially reasonable efforts to deliver to Buyer any such approval, authorization, waiver, consent or release, and all other documentation necessary to assign, transfer, convey and delivery any such Billboard Contract, as promptly as practicable after the Closing, but in any case no later than ninety (90) days following the Closing Date. To the extent that any approvals, authorizations, waivers, consents or releases necessary for the transfer of any Billboard Contract shall not have been obtained, Buyer shall be deemed Seller’s agent for purpose of completing, fulfilling and discharging all of Seller’s obligations and liabilities under any such Billboard Contract, and the parties shall take all commercially reasonable steps and actions to the extent permitted by law to provide Buyer with the benefits of any such Billboard Contract and, to relieve Seller of the performance and other obligations and liabilities thereunder.

(b) Seller shall pay in full, when due, all balances owed under all accounts, agreements and arrangements with providers of electricity or lighting services provided on or prior to the Closing Date with respect to all Billboard Structures containing LED components.

(c) With respect to any utility arrangements for Billboard Structures that are not transferable without the consent of the utility provider or are otherwise not included within the Transferable Utility Arrangements, Seller shall maintain such utility arrangements and shall not terminate or suspend the provision of such underlying utilities until receipt of written notice from Buyer that it has arranged for separate provision of utilities for such applicable Billboard Structures.

6.6 Further Assurances . From time to time following the Closing, Seller and Buyer shall, and shall cause their respective affiliates, officers and employees to, execute, acknowledge and deliver all such other instruments, and shall take such further actions, as may be necessary or appropriate to carry out the transactions contemplated by this Agreement. If following the Closing Seller receives any payment, payment instrument, invoice or notice related to the Billboard Assets, and such payment, payment instrument, invoice or notice is not addressed in the TSA or the Services Agreement, then Seller shall forward such payment, payment instrument, invoice or notice to Buyer as promptly as practicable (and in no event later than seven (7) days after such receipt). If Buyer so requests following the Closing, Seller shall execute and deliver certifications regarding its prior operation of the Billboard Business, as may be required by Buyer’s auditors in connection with the completion of financial statements for the Billboard Business. Seller shall provide to Buyer financial and other information reasonably related to the Billboard Business as requested by Buyer. To the extent that any contracts, leases, permits, licenses, authorizations or other agreements owned by Seller that relate solely to the Billboard Business prior to the Closing Date are not included in the Billboard Assets, following the Closing, Seller shall promptly, upon request from Buyer or discovery of such omission by Seller, assign, transfer, convey and/or deliver such assets to Buyer, at no cost or expense to Buyer.

6.7 Mutual Licenses . Seller hereby grants to Buyer a royalty-free, non-transferable, perpetual license to use all trade secrets, “know how,” and confidential information that were used in the operation of the Billboard Business at any time since January 1, 2015 and were not included in the definition of “Billboard Assets” in Article II above. Not included in Seller’s grant of a license above are computer software, registered intellectual property, or intellectual property with respect to which Seller is not able to grant a license without obtaining the consent or approval of any third-party. Buyer hereby grants to Seller a royalty-free, non-transferable, perpetual license to use all trade secrets, “know how,” and confidential information that were used in the operation of the Retained Business at any time since January 1, 2015 and were included in the definition of “Billboard Assets” in Article II above.

Not included in Buyer’s grant of a license above are computer software, registered intellectual property, or intellectual property with respect to which Buyer is not able to grant a license without obtaining the consent or approval of any third-party. Buyer and Seller shall cooperate in good faith with all reasonable requests by the other to receive or obtain access to such information.

6.8 Books and Records . In order to facilitate the resolution of any claims made by or against or incurred by Buyer after the Closing, or for any other reasonable purpose, for a period of five (5) years following the Closing, Seller shall:

(a) Retain copies of the books and records (including personnel files) of the Billboard Business and the books and records of Seller which relate to the Billboard Business and its operations for periods prior to the Closing which are not transferred to Buyer at Closing; and

(b) Upon reasonable notice, afford Buyer and its representatives reasonable access (including the right to make photocopies, at Buyer’s expense), during normal business hours, to such books and records.

ARTICLE VII

INDEMNIFICATION AND REMEDIES

7.1 Survival . The several representations, warranties, covenants, and agreements of Seller and Buyer contained in or made pursuant to this Agreement shall be deemed to have been made on the Closing Date and shall survive the Closing. All of the representations and warranties of Seller contained in Article IV and of Buyer contained in Article V shall survive the Closing for a period of twelve (12) months after the Closing Date (and no claim for indemnity under this Article VII with respect thereto may be first made after such period); provided that the representations in Sections 4.1 , 4.2 , 4.3 , 4.6(a) , 5.1 , 5.2 , 5.3 and 5.4 shall survive indefinitely; and provided , further , that claims for indemnity arising out of any fraud or intentional misrepresentation by a party hereunder shall not be subject to the survival limitations set forth herein.

7.2 Indemnification by Seller . After the Closing, Seller shall indemnify and hold Buyer harmless from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities, including without limitation liabilities for reasonable attorney’s fees and disbursements (collectively “ Damages ”), suffered by Buyer by reason of:

(a) Any breach of a representation or warranty made by Seller pursuant to this Agreement;

(b) Any failure by Seller to perform or fulfill any of its covenants or agreements set forth in this Agreement;

(c) Any failure by Seller to pay or discharge any liabilities retained by Seller hereunder, and all liabilities and obligations of every nature in any way related to the Billboard Assets and the Billboard Business arising out of or based upon events or operative facts occurring during the period prior to the Closing Date, whether known or unknown, absolute or contingent, including but not limited to all federal, state and local taxes and assessments of every kind; and

(d) Any fraud or intentional misrepresentation of Seller in connection with this Agreement, any agreement, document or instrument delivered in connection herewith, or any of the transactions contemplated hereby.

7.3 Indemnification by Buyer . Buyer shall indemnify and hold Seller harmless from and against any and all Damages suffered by Seller by reason of:

(a) Any breach of a representation or warranty made by Buyer pursuant to this Agreement;

(b) Any failure by Buyer to perform or fulfill any of its covenants or agreements set forth in this Agreement;

(c) Any failure by Buyer to pay or discharge subsequent to the Closing Date any liabilities or obligations assumed by Buyer hereunder, and all liabilities and obligations of every nature in any way related to the Billboard Assets and the Billboard Business arising out of or based upon events or operative facts occurring after the Closing Date, whether known or unknown, absolute or contingent, including but not limited to all federal, state and local taxes and assessments of every kind; and

(d) Any fraud or intentional misrepresentation of Buyer in connection with this Agreement, any agreement, document or instrument delivered in connection herewith, or any of the transactions contemplated hereby.

7.4 Limitations on Indemnification . Notwithstanding Section 7.2 , the Seller shall have no liability under Section 7.2 to indemnify the Buyer for any Damages suffered with respect to Section 7.2(a) unless and until the aggregate amount of all such Damages exceeds $75,000 (the “ Basket ”), in which event the Buyer shall be entitled to indemnification for the amount of the Damages in excess of the Basket. Notwithstanding Section 7.2 and this Section 7.4 , the aggregate amount of Damages that Seller shall be liable for with respect to Section 7.2(a) shall not exceed the Purchase Price (the “ Cap ”). Notwithstanding the prior provisions of this Section 7.4 , any Damages arising out of any fraud or intentional misrepresentation of Seller, or any breaches by Seller of the representations and warranties in Sections 4.1 , 4.2 , 4.3 and 4.6(a) shall not be subject to the limitations of the Basket or Cap.

7.5 Defense and Settlement . Each party agrees to give prompt notice to the other, of any third party claims that might give rise to a claim based on the indemnity contained in Section 7.2 and Section 7.3 , stating the nature and basis of the claim and the amount thereof; provided that the failure to provide such notice promptly shall not relieve the indemnifying party of its indemnification obligation hereunder except to the extent that the indemnifying party has been materially prejudiced thereby. The indemnifying party shall have the right to defend all such third party claims with litigation counsel of its choice and shall instruct said counsel to diligently and energetically defend. If the indemnifying party does not assume the defense of any such third party claims or litigation resulting therefrom within 30 days of receipt of such notice, the indemnified party may defend against such claim or litigation in such manner as it deems appropriate. If the indemnifying party chooses to exercise its right to defend such claim, it shall keep the other apprised of the developments in the action. The indemnified party shall cooperate in good faith in the defense of each and every claim. Without limitation, such cooperation shall include making available documents and/or witnesses as may be within the control of the indemnified party, cooperating in assisting the indemnifying party in identifying and proving counterclaims against the third party. The indemnifying party shall retain control of the litigation and shall therefore have the right to make the final decision with respect to defenses, counterclaims and strategy. The indemnified party shall strictly observe all conduct and communication rules that litigation counsel shall impose with respect to the claim or litigation, including, but not limited to, issuance of press releases, public statements and even to statements to individuals within the employ of the indemnified party who either do not have a strict need to know, or, to whom communication would be restricted by reason of any protective order in effect. The indemnifying party shall be entitled to settle any third party claim in any manner which, in its sole judgment, is appropriate, and the indemnified party shall cooperate and comply with such acts as shall be required to accomplish settlement.

7.6 Specific Performance . The parties hereto acknowledge that irreparable damage would result if this Agreement were not specifically enforced. Therefore, the rights and obligations of the parties under this Agreement including but not limited to, their respective rights and obligations to sell and purchase the Billboard Assets, shall be enforceable by a decree of specific performance issued by any court of competent jurisdiction, and appropriate injunctive relief may be applied for and granted in connection therewith.

7.7 Indemnification Exclusive Remedy . Buyer and Seller acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud or intentional misrepresentation on the part of a party hereto or from any party’s intentional failure to perform or fulfill any covenant or agreement, in either case in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article VII.

In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives arising under or based upon any law, except pursuant to the provisions set forth in this Article VII. Nothing in this section shall limit any party’s right to seek and obtain any equitable relief to which any party shall be entitled or to seek any remedy on account of any party’s fraud or intentional misrepresentation or intentional failure to perform or fulfill any covenant or agreement hereunder.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

8.1 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given (i) when delivered by hand, or by email or facsimile transmission if delivered during customary business hours of the recipient, otherwise on the following business day, (ii) one (1) business day following the date sent by overnight courier, or (iii) three (3) business days following the date mailed by registered or certified mail ( return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice ):

(a) If to Buyer, to:

Link Media Alabama, LLC

c/o Boston Omaha Corporation

292 Newbury Street, Suite 333

Boston, MA 02115

Tel.: (646) 450-5973

Email: jeffrey@bostonomaha.com

Attention: Jeffrey Piermont

– with a copy to –

Gennari Aronson, LLP

300 First Avenue, Suite 102

Needham, MA 02494

Tel.: (781) 719-9203

Email: naronson@galawpartners.com

Attention: Neil H. Aronson, Esq.

(b) If to Seller, to:

Bell Media, LLC

5027 Mercer St.

Montgomery, Alabama 36116

Tel.: (850) 363-1921

Attention: Scott Bell

8.2 Governing Law . This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware and not by choice of law principles or the laws of any other state.

8.3 Dispute Resolution . Any disputed matter between the parties or any of their respective successors and assigns under or related to this Agreement shall be governed exclusively and finally by arbitration. Such arbitration shall be conducted by the American Arbitration Association (“ AAA ”) in Washington, DC, and shall be initiated and conducted in accordance with the Commercial Arbitration Rules of the AAA, as such rules shall be in effect on the date of a delivery of a demand for arbitration (“ Demand ”), except to the extent that such rules are inconsistent with the provisions set forth herein. The arbitration shall be conducted by a single arbitrator (the “ Arbitrator ”) to be mutually selected by, and agreeable to, Buyer and Seller. If Buyer and Seller are unable to agree on the Arbitrator within forty-five (45) days of the date of a Demand, then the parties agree that an Arbitrator shall be designated by the AAA. In any event, the Arbitrator shall be independent and without any economic or financial interest of any kind in the outcome of the arbitration. Any award by the Arbitrator shall be accompanied by a written opinion setting forth the findings of fact and conclusions of law relied upon in reaching the decision. The award rendered by the Arbitrator shall be final, binding and non-appealable, and judgment upon such award may be entered by any court of competent jurisdiction. Each party shall pay the fees of its own attorneys, expenses of witnesses and all other expenses and costs in connection with the presentation of such party’s case. The remaining costs of the arbitration, including without limitation, fees of the Arbitrator, costs of records or transcripts and administrative fees shall be borne equally by Buyer and Seller. Notwithstanding the foregoing, the Arbitrator may modify the allocation of such costs and fees in those cases where fairness dictates a different allocation of costs between the parties and an award of attorneys’ fees to the prevailing party as determined by the Arbitrator.

8.4 Public Announcements . No public announcement or press release concerning the transaction contemplated by this Agreement shall be made by either party, except as required by law or as required under full and fair disclosure practices for public companies, unless agreed to in writing by both parties.

8.5 Third Party Rights . Nothing in this Agreement shall be deemed to create any right with respect to any person or entity not a party to this Agreement.

8.6 Entire Agreement and Amendments . This Agreement, including the Schedules and Exhibits hereto and the documents delivered pursuant hereto, embodies the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties. This Agreement may not be amended except in writing, signed by both parties.

8.7 Expenses . Whether or not the transactions contemplated hereby are consummated, all fees and expenses incurred in connection herewith including, without limitation, all legal, accounting, financial, advisory, consulting and all other fees and expenses of third parties incurred by a party in connection with the negotiation and consummation of this Agreement and the transactions contemplated hereby, shall be the obligation of the respective party incurring such fees and expenses.

8.8 Partial Invalidity . Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

8.9 Counterparts . This Agreement (or the signature pages hereof) may be executed in any number of counterparts; all such counterparts shall be deemed to constitute one and the same instrument; and each of said counterparts shall be deemed an original hereof.

[Signature Page to Follow]

Seller and Buyer have caused this Asset Purchase Agreement to be signed as of the date first above written.

	LINK MEDIA ALABAMA, LLC
	By: Link Media Holdings, LLC
	Its Manager and Sole Member

		By: Boston Omaha Corporation
		Its Manager and Sole Member

Date: June 19, 2015	By:	/s/ Alex B. Rozek
		Alex B. Rozek, President





	BELL MEDIA, LLC

Date: June 19, 2015	By:	/s/ Scott Bell
		Scott Bell, CEO




	Solely with respect to Section 6.2:

Date: June 19, 2015		/s/ Scott Bell
		Scott Bell

Exhibit 4.4

BOSTON OMAHA CORPORATION

A Delaware corporation

__________________________

CLASS A COMMON STOCK AND WARRANT

SUBSCRIPTION AGREEMENT

__________________________

INSTRUCTIONS TO SUBSCRIBERS

BOSTON OMAHA CORPORATION

a Delaware corporation

Persons wishing to subscribe for (i) shares of Class A Common Stock, $0.001 par value (“ Shares ”) of BOSTON OMAHA CORPORATION, a Delaware corporation (the “ Company ”) and (ii) warrants to purchase additional shares of Class A Common Stock of the Company (“ Warrants ”), are required to complete the documents listed below in this Subscription Booklet. PLEASE DO NOT REMOVE ANY OF THE DOCUMENTS.

1. Subscription Agreement . Each subscriber must complete the Subscription Agreement in the following manner:

(a) Please read Section A carefully; it contains representations and warranties to be made by the subscriber on which the Company will rely.

(b) Please read Sections B, C, and D carefully; they contain important terms and conditions concerning your purchase and ownership of the Shares and Warrants.

(c) Complete Sections E and F by inserting the amount of your subscription and/or other information called for in those sections.

(d) Complete and sign the attached signature page.

2. Purchaser Questionnaire . Each subscriber must read carefully, complete and sign the Purchaser Questionnaire attached as Exhibit A . For purposes of this offering, you must demonstrate that you meet the investor suitability standards set forth below:

Investor Suitability Standards

Investment in the Company involves certain risks and is suitable only for persons of adequate financial means who have no need for liquidity with respect to this investment and who can afford the risk of a complete loss of their investment.

Each investor must be, and must represent and warrant to the Company, that such investor is an Accredited Investor as defined in the Securities Act of 1933, as amended (the “ Securities Act ”). “ Accredited investors ” as defined in the Securities Act are those who, at the time of sale of the Shares and Warrants, fall within certain categories enumerated in Rule 501(a) of Regulation D promulgated under the Securities Act, including any of the following:

(a)

Any individual who had an individual income in excess of $200,000 (or joint income with his or her spouse of $300,000) in the last two years and who reasonably expects an individual income in excess of $200,000 (or such joint income in excess of $300,000) in the current year. For purposes of this offering, individual and joint income shall equal adjusted gross income, as reported in the investor’s federal tax return (less, for individual income only, any income attributed to a spouse or to property owned by a spouse) and increased by the following amounts (but not, for individual income only, any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any tax exempt interest received, (ii) the amount of losses claimed as a limited partner in a limited partnership, (iii) any deduction claimed for depletion, (iv) amounts contributed to an IRA or Keogh retirement plan, (v) alimony paid, and (vi) any amount by which income for long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code of 1986, as amended (the “ Code ”); or

(b)

Any individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds $1,000,000 (excluding the value of their primary residence); or

(c)

Any partnership, limited liability company, corporation, employee benefit plan or trust that was not formed for the purpose of acquiring Shares and Warrants and that has total assets of over $5,000,000, and with regard to a trust, the person making the investment decision has such experience in financial and business matters that the trustee is capable of evaluating the risks and merits of the investment in the Company, a corporation or partnership where all the beneficial owners are accredited investors or if an employee benefit plan, it is administered by a bank, savings and loan association, insurance company or registered investment adviser, or if a self-directed plan, the investment decision is being made by only accredited investors; or

(d)

Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”); any insurance company as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940, as amended, or a business development company as defined in Section 2(a)(48) of the Securities Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; any employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974 (“ ERISA ”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, that is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; or

(e)

Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

(f)

Any organization described in Section 501(c)(3) of the Code, a business trust, or partnership with assets in excess of $5,000,000 not specifically formed for the purpose of investing in the Company; or

(g)

Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Section 230.506(b)(2)(ii) of the Securities Act; or

(h)

Any entity, all of whose equity owners are accredited investors.

Each investor must also make certain additional representations to the general effect that such investor:

(a)

does not have an overall commitment to investments that are not readily marketable that is disproportionate to his or her net worth, and that his or her investment in the Company will not cause such overall commitment to become excessive;

(b)

has adequate net worth and means of providing for his or her current needs and personal contingencies to sustain a complete loss of his or her investment in the Company at the time of investment, and has no need for liquidity in his or her investment in the Company;

(c)

is acquiring Shares and Warrants for his or her own account, for investment only and not with a view toward resale or distribution; and

(d)

is aware that he or she may not be able to liquidate his or her investment in the event of emergency or for any other reason because the transferability of Shares and Warrants will be subject to restrictions on resales imposed by the Securities Act and the securities laws of certain states.

In addition, an investment in the Company must not exceed ten percent (10%) of an investor’s net worth.

The Company reserves the right to reject subscriptions from those who meet the suitability requirements or to accept subscriptions from subscribers who do not meet all of the above suitability standards but who are otherwise qualified to purchase Shares and Warrants.

___________________________________

Please follow the instructions to the Purchaser Questionnaire. If you have questions concerning any of the information called for, you may ask your lawyer, accountant or the Company for assistance.

3. Wire Transfer . Please wire transfer the funds to the following account:

Bank Name
Routing Instructions
Account Information
Reference Information

SUBSCRIPTION AGREEMENT

__________________

BOSTON OMAHA CORPORATION

Boston Omaha Corporation

c/o Boulderado Group, LLC

292 Newbury Street, Suite 333

Boston, Massachusetts 02115

Ladies and Gentlemen:

The undersigned hereby applies to acquire Class A Common Stock (the “ Shares ”) in BOSTON OMAHA CORPORATION (the “ Company ”), a Delaware corporation, in accordance with the terms of this Subscription Agreement with respect to the offering of up to 1,200,000 shares of Class A Common Stock at a price of $10.00 per share for a total aggregate offering of up to $12,000,000. The undersigned hereby applies to acquire warrants to purchase an amount of additional shares of Class A Common Stock of the Company equal to ten percent (10%) of the number of Shares acquired by the undersigned pursuant to this Subscription Agreement, at a purchase price of $10.00 per share, in substantially the form attached hereto as Exhibit B (“ Warrants ”).

Subject to the terms and conditions of this Subscription Agreement, the undersigned (i) hereby subscribes for the Shares and Warrants indicated on the signature page hereof for the dollar amount indicated thereon; and (ii) hereby tenders an executed Subscription Agreement together with the undersigned’s completed Purchaser Questionnaire attached hereto as Exhibit A .

This subscription is irrevocable (except as may otherwise be provided herein) but may be rejected by the Company in its sole discretion.

INSTRUCTIONS

Please complete the Subscription Agreement in the following manner:

1. Complete Sections E and F by inserting the amount of your subscription and/or other information called for in those sections.

2. Complete and sign the signature page.

_________________

A. Representations and Warranties of the Investor. The undersigned investor acknowledges, represents, warrants and agrees as follows:

1. The undersigned has relied only on the information provided to him, her or it in writing regarding a purchase of the Shares and Warrants.

The undersigned acknowledges that all documents, records and books pertaining to this investment have been made available for inspection by the undersigned, his, her or its attorney and/or his, her or its accountant. The undersigned and/or his, her or its advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company or a person or persons acting on its behalf, concerning the terms and conditions of the offering, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense. All such questions have been answered to the full satisfaction of the undersigned. No oral representations have been made or oral information furnished to the undersigned or his, her or its advisor(s) upon which the undersigned has relied in connection with the offering.

2. The undersigned (a) has adequate means of providing for his, her or its current needs and possible personal contingencies, (b) has no need for liquidity in this investment, (c) is able to bear the substantial economic risks of an investment in the Company for an indefinite period, (d) at the present time, can afford a complete loss of such investment, and (e) does not have an overall commitment to investments that are not readily marketable that is disproportionate to the undersigned’s net worth, and the undersigned’s investment in the Company will not cause such overall commitment to become excessive.

3. The undersigned is an “accredited investor” (as set forth in the Purchaser Questionnaire accompanying this Subscription Agreement) and the undersigned’s total investment in the Company does not exceed ten percent (10%) of the undersigned’s net worth or joint net worth with the undersigned’s spouse.

4. The undersigned recognizes that the investment in the Company involves significant risks.

5. The undersigned understands that the Shares, and the shares issuable upon exercise of the Warrants (the “ Underlying Warrant Shares ”), have not been registered with or reviewed by the United States Securities and Exchange Commission (“ SEC ”) and have not been filed with or reviewed by any state securities administrators because of the private or limited nature of the offering.

6. The undersigned understands that neither the offering nor the sale of the Shares or Warrants have been registered under the Securities Act in reliance upon an exemption therefrom. The undersigned understands that the Shares and Underlying Warrant Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. The undersigned further understands that the Company is under no obligation to register the Shares, Warrants or Underlying Warrant Shares on his or her behalf or to assist him, her or it in complying with any exemption from registration.

6. The Shares, Warrants and Underlying Warrant Shares are being purchased solely for the undersigned’s own account for investment purposes only and not for the account of any other person and not for distribution, assignment or resale to others, and no other person has a direct or indirect beneficial interest in such Shares, Warrants and Underlying Warrant Shares.

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7. All information that the undersigned has provided to the Company in the Purchaser Questionnaire or otherwise concerning himself or herself, his, her or its residency, his, her or its investor status, financial position and knowledge and experience in financial, tax and business matters is correct and complete as of the date set forth at the end hereof, and if there should be any adverse change in such information prior to acceptance of his or her subscription, the undersigned will immediately provide the Company with such information.

8. The undersigned, if a corporation, partnership, limited liability company, trust or other entity, is authorized and otherwise duly qualified to purchase and hold the Shares, Warrants and Underlying Warrant Shares; such entity has its principal place of business as set forth on the signature page hereof; and, such entity has not been formed for the specific purpose of acquiring Shares, Warrants and Underlying Warrant Shares.

B . Representations and Warranties of the Company .

1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted, to execute and deliver the Agreements, to issue and sell the Shares, Warrants, Underlying Warrant Shares and the shares of Common Stock issuable upon the conversion of the Shares and the Underlying Warrant Shares (the “ Conversion Shares ” and to perform its obligations pursuant to this Agreement and the Company’s Certificate of Incorporation. The Company is presently qualified to do business as a foreign corporation in each jurisdiction where the failure to be so qualified could reasonably be expected to have a material adverse effect on the Company’s financial condition or business as now conducted (a “ Material Adverse Effect ”).

2. The Shares and Underlying Warrant Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Conversion Shares have been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, the Company’s Certificate of Incorporation and applicable law, will be validly issued, fully paid and nonassessable. The Shares, the Underlying Warrant Shares and the Conversion Shares will be free of any liens or encumbrances, other than any liens or encumbrances created by or imposed upon the Investors; provided, however , that the Shares, the Underlying Warrant Shares and the Conversion Shares are subject to restrictions on transfer under U.S. state and/or federal securities laws and as set forth herein. Except as set forth in the Voting and First Refusal Agreement between the Company and the holders of Shares, the Shares, the Warrants, the Underlying Warrant Shares, and the Conversion Shares are not subject to any preemptive rights or rights of first refusal.

3. All corporate action on the part of the Company and its directors, officers and stockholders necessary for the authorization, execution and delivery of the Agreements by the Company, the authorization, sale, issuance and delivery of the Shares, the Warrants, the Underlying Warrant Shares and the Conversion Shares, and the performance of all of the Company’s obligations under the Agreements has been taken or will be taken prior to the issuance of the Shares and the Warrants. This Agreement, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except (i) as limited by laws of general application relating to bankruptcy, insolvency and the relief of debtors and (ii) as limited by rules of law governing specific performance, injunctive relief or other equitable remedies and by general principles of equity.

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4. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than (i) liens for current taxes not yet due and payable, (ii) liens imposed by law and incurred in the ordinary course of business for obligations not past due, (iii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation, and (iv) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto or have a Material Adverse Effect, and which have not arisen otherwise than in the ordinary course of business.

5. The Company is not in violation of any material term of its Certificate of Incorporation or Bylaws, each as amended to date, or, to the Company’s knowledge, in any material respect of any term or provision of any material indebtedness, contract or agreement to which it is party which would have a Material Adverse Effect. To the Company’s knowledge, the Company is not in violation of any federal or state statute, rule or regulation applicable to the Company the violation of which would have a Material Adverse Effect. The execution and delivery of this Agreement by the Company, the performance by the Company of its obligations pursuant to this Agreement, and the issuance of the Shares, the Warrants, the Underlying Warrant Shares and the Conversion Shares, will not result in any material violation of, or materially conflict with, or constitute a material default under, the Company’s Certificate of Incorporation or Bylaws, each as may be amended to date.

The foregoing representations and warranties are true and accurate as of the date hereof and shall be true and accurate as of the date of the Company’s execution of the signature page hereof. If those representations and warranties shall not be true and accurate in all material respects prior to the Company’s execution of the signature page hereof, the Company shall immediately give written note to the undersigned specifying which representation and warranties are not so true and accurate in all material respects and the reason therefor.

C. Restrictions on Transfer and Additional Agreements.

1. Securities Laws . The Shares, the Warrants and the Underlying Warrant Shares have not been registered under the Securities Act nor under any state securities laws and unless so registered may not be transferred, sold, pledged, hypothecated or otherwise disposed of unless an exemption from such registration is available. Such transfer may be made only, if requested by the Company, upon receipt by the Company of an opinion of counsel to the undersigned, reasonably acceptable to the Company, to the effect that the proposed transfer will not violate the provisions of the Securities Act, or the rules and regulations promulgated under such act. In addition, the Shares and the Underlying Warrant Shares are subject to certain rights of first refusal as set forth in the Voting and First Refusal Agreement between the Company and the holders of Shares.

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2. Indemnity . The undersigned acknowledges that the undersigned understands the meaning and legal consequences of this Section C, and the undersigned hereby agrees to indemnify and hold harmless the Company, its representatives and each officer and director thereof from and against any and all loss, damage or liability (including all attorneys’ fees and costs incurred in enforcing this indemnity provision) due to or arising out of (a) the inaccuracy of any representation or the breach of any warranty of the undersigned contained in, or any other breach of, this Subscription Agreement, (b) any transfer of the Shares, Warrants and Underlying Warrant Shares in violation of the Securities Act or the securities or “blue sky” laws of any state or other jurisdiction or the rules and regulations promulgated under such act or laws, (c) any transfer of the Shares, Warrants and Underlying Warrant Shares not in accordance with this Subscription Agreement, or (d) any untrue statement or omission to state any material fact in connection with the investment representations or with respect to the facts and representations supplied by the undersigned to counsel to the Company upon which its opinion as to a proposed transfer shall have been based.

3. Legend and Stop Transfer Orders . Unless the Shares and Underlying Warrant Shares have been registered under the Securities Act, upon the issuance of the Shares and Underlying Warrant Shares, the Company shall instruct its transfer agent to enter stop transfer orders with respect to such Shares, and all certificates representing the Shares and Underlying Warrant Shares shall bear on the face thereof substantially the following legend, and any other legend deemed appropriate by counsel to the Company:

“The Shares represented by this certificate have not been registered under the Securities Act of 1933 or under any state law and, except pursuant to an effective registration statement under such Act and other laws, may not be offered, sold, transferred, or otherwise disposed of without an opinion of counsel, satisfactory to the Company, that such disposition may be made without such registration.”

D. Miscellaneous.

1. Each of the undersigned and the Company represents that it neither is nor will be obligated for any finder’s fee or commission in connection with the offering of the Shares and Warrants. The undersigned agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this offering (and the costs and expenses of defending against such liability or asserted liability) for which the undersigned or any of its representatives is responsible. The Company agrees to indemnify and hold harmless the undersigned from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this offering (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

2. The undersigned agrees not to transfer or assign this Subscription Agreement, or any of the undersigned’s interest herein, and further agrees that the transfer or assignment of the Shares, Warrants and Underlying Warrant Shares acquired pursuant hereto shall be made only in accordance with the conditions and restrictions contained herein, and in all applicable laws and regulations.

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3. The undersigned agrees that the undersigned may not cancel, terminate or revoke this Subscription Agreement or any agreement of the undersigned made hereunder, except as otherwise specifically provided herein, and that this Subscription Agreement shall survive the death or disability of the undersigned and shall be binding upon the undersigned’s heirs, executors, administrators, successors and assigns.

4. Any of the representations, warranties, acknowledgments or agreements made herein by the undersigned notwithstanding, the undersigned does not thereby or in any other manner waive any rights granted to the undersigned under federal or state securities laws.

5. This Subscription Agreement constitutes the entire agreement between the Company and the undersigned with respect to the subject matter hereof and may be amended only by a writing executed by the Company and the undersigned.

6. This Subscription Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Delaware, without regard to conflict of laws provisions that would require the application of the laws of another jurisdiction, and the securities laws of the United States of America.

7. Within ten (10) business days after receipt of a written request from the Company, the undersigned agrees to provide such information and to execute and deliver such documents as reasonably may be necessary to comply with any and all laws, rules and regulations to which the Company is subject.

8. The representations and warranties of the undersigned set forth herein shall survive the sale of the Shares and Warrants pursuant to this Subscription Agreement.

9. Any notice or other communication given hereunder shall be in writing and sent (a) by email (receipt confirmed), (b) by a recognized overnight delivery service (charges prepaid), or (c) by messenger, addressed to BOSTON OMAHA CORPORATION, c/o Boulderado Group, LLC, 292 Newbury Street, Suite 333, Boston, MA, 02115, Attention: President, with a copy to Gennari Aronson, LLP, 300 First Avenue, Suite 102 Needham, MA 02494, Attention: Neil H. Aronson, Esq. Notices shall be deemed given only when received.

10. This Subscription Agreement may be executed in counterparts. Upon the execution and delivery of this Subscription Agreement by the undersigned, this Subscription Agreement shall become an irrevocable binding obligation of the undersigned with respect to the purchase of Shares and Warrants as herein provided, except as may otherwise be provided herein, subject, however, to the right hereby reserved to the Company to enter into the same agreements with other investors.

[Remainder of page intentionally left blank]

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E. Subscription. The undersigned hereby subscribes for _____ Shares in the Company for a purchase price of _____ ($10.00 per share) in accordance with the terms of the Subscription Agreement. The undersigned hereby subscribes for Warrants to purchase Underlying Warrant Shares in an amount equal to ten percent (10%) of the number of Shares subscribed for above.

The undersigned further subscribes for additional Shares in exchange for the conversion and cancellation of that certain promissory note issued by the Company dated as of February 12, 2015. and _____ Shares and _____ Warrants pursuant to the terms of the certain Convertible Promissory Note dated April 10, 2015.

F. Form of Ownership. Please indicate the form of ownership you desire.

________

Individual or entity or trust (one signature required, unless otherwise required by organization documents)

________

Joint Tenants with right of survivorship (both parties must sign)

________

Tenants-in-Common (all parties must sign)

________

Community Property (one signature required if Shares and Warrants held in one name, i.e., ranging spouse; two signatures required if Shares and Warrants are held in both names)

______________________________________________________________

Please PRINT here the exact name(s) in which you wish the Shares and Warrants registered.

ACCEPTED:

BOSTON OMAHA CORPORATION

By: ________________________________

Name: Alex B. Rozek

Title: President

Dated: June ___, 2015

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SIGNATURE PAGE

FOR PARTNERSHIP/LIMITED LIABILITY COMPANY INVESTORS

Note: The partner(s), manager(s) or member(s) authorized to bind the partnership or limited liability company must sign and include a copy of the partnership, limited liability company or operating agreement, including any amendments. The agreement should include the date of formation of the partnership or limited liability company, a list of all partners or members (and managers, if any), the appropriate language authorizing this type of investment and the power of the general partner(s) or member(s) or manager(s) to sign on behalf of such entity.

__________________________________________ Name of Partnership/Limited Liability Company (please print or type)

By: _______________________________________
(Signature of a General Partner/Manager/Member)

Taxpayer Identification No.: ___________________________

E-mail Address:

Principal Business
Offices:	____________________________________
	____________________________________
	____________________________________
	____________________________________

Mailing Address	____________________________________
(if different):	____________________________________
	____________________________________
	____________________________________
	Attention: ____________________________

Executed at _____________________, ____________________
City State

this _______ day of June, 2015.

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EXHIBIT A

PURCHASER QUESTIONNAIRE

INSTRUCTIONS TO PURCHASER QUESTIONNAIRE

BOSTON OMAHA CORPORATION

This questionnaire must be completed by all investors.

In order to subscribe as an investor for this offering, you must complete this questionnaire.

If you have any questions concerning any of the information called for, or questions concerning whether you qualify as an accredited investor, you may ask your lawyer, accountant or representatives of the Company for assistance.

If this Questionnaire is being completed for married individuals subscribing as joint tenants or tenants-in-common, it must be completed by the person making the investment decision on behalf of the joint tenants or tenants-in-common. If joint tenants or tenants-in-common are not married or are each making the investment decision if married, a separate questionnaire must be completed for each joint tenant or tenant-in-common.

PURCHASER QUESTIONNAIRE

This Purchaser Questionnaire (this “ Questionnaire ”) must be completed and delivered to BOSTON OMAHA CORPORATION, a Delaware corporation (the “ Company ”), by you as a prospective purchaser of shares of Class A Common Stock of the Company (the “ Shares ”) and warrants to purchase additional shares of Class A Common Stock of the Company (“ Warrants ”).

The purpose of this Questionnaire is to determine whether you meet the standards imposed by Section 4(2) of, or Regulation D under, the Securities Act of 1933, as amended (the “ Securities Act ”). Eligibility is determined, among other things, by the ability of the investor to evaluate the merits and risks of an investment in Shares and Warrants of the Company based on his or her knowledge and experience in financial and business matters, or by certain financial criteria. The undersigned understands that the offering of the Shares and Warrants by the Company has not been, and will not be, registered under the Securities Act, the securities of “blue sky” laws of any state or other jurisdiction, and the Shares and Warrants involved in this offering are being sold in reliance upon an exemption from the registration requirements thereof.

Please thoroughly complete, sign and date this Questionnaire, and deliver it to:

Gennari Aronson, LLP

300 First Avenue, Suite 102

Needham, MA 02494

Attention: Joseph B. Ramadei

jramadei@galawpartners.com

Please contact Joseph B. Ramadei, counsel to the Company, at (781) 719-9900 if you have any questions with respect to this Questionnaire. Incomplete answers to questions or questions answered in such a way (either singly or collectively) so as to indicate to the Company that it should ask for more information will delay the Company’s review of the Questionnaire and consideration of the proposed investment by the prospective investor.

Your answers will be relied upon by the Company. Your answers will be kept confidential, except to the extent disclosure may be required under or in connection with any federal or state laws or if the contents are relevant to an issue in any action, suit or proceeding to which the Company is a party or by which it is or may be bound. However, each person who agrees to invest in the Company hereby agrees that the Company may present this completed Questionnaire or a copy of this completed Questionnaire to its attorneys or such other parties as it/they, in its/their sole discretion, deem appropriate to ensure that the proposed offer and sale of the Shares and Warrants of the Company involved in this offering will not result in a violation of the registration provisions of the Securities Act or a violation of the securities or “blue sky” laws of any state or other jurisdiction. A false statement by you will constitute a violation of your representations and warranties under the Subscription Agreement and may also constitute a violation of law, for which a claim for damages may be made against you.

This Questionnaire does not constitute an offer of Shares or Warrants by the Company, but is merely a request for information.

Please print or type:

1. General Information

Legal Name(s) of Prospective Investor(s): _____________________________________________________________________

_____________________________________________________________________________________________________

Business Address: ______________________________________________________________________________________

_____________________________________________________________________________________________________

Business Telephone: ____________________________________________________________________________________

_____________________________________________________________________________________________________

IF PROSPECTIVE INVESTOR IS A NATURAL PERSON:

Home Address: _____________________________________________________________________

Date of Birth:_________________________ Home Telephone:__________________________

Occupation:_________________________ Citizenship (if not U.S.): _____________________

Spouse’s Name: ____________________________________________________________________

Dollar Amount of Shares Proposed To Be Purchased: $__________

I would like correspondence sent to address of my: Business: _____ Home:_____

2. Investor Information

IF PROSPECTIVE INVESTOR IS A NATURAL PERSON:

(a) Are you a natural person whose current net worth 1 or joint net worth with your spouse exceeds $1,000,000?

Yes No

(b) Are you a natural person who had an individual income 2 (excluding any such income of your spouse) in excess of $200,000 in each of the two most recent years or joint income with your spouse in each of those years in excess of $300,000 and, in either case, who has a reasonable expectation of reaching the same income level in the current year?

Yes No

_________________________

1 “ Net worth ” is equal to total assets minus total liabilities but, for purposes of this calculation: (i) your primary residence should not be included as an asset and (ii) liabilities secured by your primary residence should not be included as liabilities, except to the extent that (x) such liabilities exceed the current estimated fair market value of your primary residence, or (but without duplication) (y) such liabilities have increased over the immediately preceding 60 days (other than an increase that resulted from your acquisition of your primary residence).

2 For purposes of this Questionnaire, “ income ” means adjusted gross income, as reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse (unless the investor is including such spouse’s income for the purpose of meeting the “ joint income standard ”), increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse unless the investor is including such spouse’s income for the purpose of meeting the “joint income standard”): (i) the amount of any interest income received that is tax-exempt under Section 103 of the Internal Revenue Code of 1986 as amended (the “ Code ”), (ii) the amount of losses claimed as a limited partner in a limited partnership (as reported on Schedule E of Form 1040), (iii) any deduction claimed for depletion under Section 611 et seq . of the Code and (iv) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Code.

- 2 -

Yes No

IF PROSPECTIVE INVESTOR IS A CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY:

(d) Are you an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, a limited liability company, or a partnership, in each case that was not formed for the specific purpose of investing in the Company and with total assets in excess of $5,000,000?

Yes No

(e) Are you a trust (other than a Massachusetts or similar business trust) that was not formed for the specific purpose of investing in the Company, that has total assets in excess of $5,000,000 and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment in the Company?

Yes No

(f) If you are an entity that did not answer “yes” to questions (d) or (e) of this question 2, does each equity owner in the entity answer yes to any one or more of questions (a) through (c) of this question 2?

Yes No

(g) If you are a corporation, partnership, trust or other entity, were you formed for the specific purpose of investing in the Company?

Yes No

(h) If you were formed for the specific purpose of investing in the Company, state how many persons are beneficial owners of your equity securities or equity interests? _________

- 3 -

(i) How many of these beneficial owners answer yes to any one of questions 2(a), (b), (c), (d) or (e) of this Questionnaire? _________

The foregoing statements are true, accurate and complete to the best of the undersigned’s information and belief, and the undersigned hereby agrees promptly to notify and supply corrective information to the Company if, prior to the consummation of the undersigned’s investment in the Company, any of such information becomes inaccurate or incomplete.

FOR EXECUTION BY NATURAL PERSON(S)


_______________________________		________________________________
_______________________________		________________________________
Signature(s) of Prospective		Please Print Name(s)
Investor(s)

Executed on this day of , 2015.

*************************************************

FOR EXECUTION BY CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES, TRUSTS OR OTHER ENTITIES

____________________________________________________________________________________________________________________

Name of Corporation, Partnership, Limited Liability Company, Trust or other entity, including type of entity and jurisdiction of organization (Please Print)

By: _________________________________________________________________________________________

Title: _______________________________________________________________________________________

___________________________________________________________________________________________

Signature of person making the investment decision on behalf of the entity.

Executed on this day of , 2015.

- 4 -

Exhibit B

Form of Warrant

Exhibit 4.5

NOTE CONVERSION AGREEMENT

This Note Conversion Agreement is entered into the 19 th day of June, 2015 by and between Boston Omaha Corporation, a Delaware corporation (“ BOC ”) and each of Magnolia Capital Fund, L.P. (“ Magnolia ”) and Boulderado Partners, LLC (“ Boulderado ”). Each of Magnolia and Boulderado are referred to herein individually as a “ Noteholder ” and collectively as the “ Noteholders ”.

1. Recitals . Each of the Noteholders holds a promissory note in the principal amount of $149,112.22 (for an aggregate principal amount of $298,224.45), previously issued by BOC (previously known as REO Plus, Inc.) to Richard J. Church and subsequently assigned to the Noteholder pursuant to an Agreement Regarding Outstanding Promissory Notes dated as of February 12, 2015, a copy of which is attached hereto as Exhibit “A” (each, an “ Original Promissory Note ”). As of the date of this Agreement, the accrued interest on each such Original Promissory Note totals $2,532.86 and the total balance due to pay the Note in full equals $151,645.08. As part of the issuance of Class A Common Stock of the Corporation (the “ Class A Common Stock ”), each of the Noteholders desires to convert its Original Promissory Note into shares of the Class A Common Stock of BOC and BOC desires to have the principal and all accrued interest under the Original Promissory Notes converted to Class A Common Stock.

2. Agreement to Convert Original Promissory Notes . Each of the Noteholders hereby agrees to exchange the Original Promissory Note into 15,165 shares of Class A Common Stock. As part of such conversion, each Noteholder agrees to execute the Subscription Agreement attached hereto as Exhibit “B” and hereby delivers to BOC the Original Promissory Note as payment for the purchase of the Class A Common Stock. By its execution of this Agreement and the Subscription Agreement, BOC hereby agrees to issue to each Noteholder 15,165 shares of Class A Common Stock in exchange for cancellation of the Original Promissory Note.

3. Heading; References . All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.

4. Notices. Any notices, demands or other communications to BOC or the Noteholders hereunder shall be in writing and shall be deemed to have been duly given if delivered (a) by courier or otherwise in personal, (b) by an overnight or next business day delivery service, or (c) by United States mail, postage prepaid, and shall be deemed given when actually received by the intended recipient at its notice address which shall be as set forth below (or such other notice address as the Company and/or the Noteholders may from time to time designate in writing to the other parties hereto by written notice delivered in accordance with this Section):

Boston Omaha Corporation

c/o Boulderado Group, LLC

292 Newbury Street, Suite 333

Boston, Massachusetts 02115

Attention: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Gennari Aronson, LLP

300 First Avenue, Suite 102

Needham, Massachusetts 02494

Attention: Neil H. Aronson, Esq.

To the Noteholders to:

Boulderado Capital, LLC

c/o Boulderado Group, LLC

292 Newbury Street, Suite 333

Boston, Massachusetts 02115

Attention: Alex B. Rozek, Manager

Magnolia Capital Fund, LP

c/o The Magnolia Group, LLC

15 E 5 th Street, Suite 1601

Tulsa, OK 74103

Attention: Adam K. Peterson, Manager

5. Governing Law . This Agreement shall be enforced, governed and construed in all respects in accordance with the laws of the State of Delaware, without regard to conflict of laws provisions that would require the application of the laws of another jurisdiction.

6. Miscellaneous . This Agreement, together with the Subscription Agreement, contains the entire agreement between the parties with respect to the subject matter hereof, and supersedes every course of dealing, other conduct, oral agreement or representation previously made by the Holder. In the event that any court of competent jurisdiction shall determine that any provision, or portion thereof, contained in this Agreement shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it enforceable, and the remaining provisions of this Agreement shall nevertheless remain in full force and effect.

7. Independent Advice . Each Noteholder acknowledges and agrees (i) that Gennari Aronson, LLP (“ GALLP ”) has served, and continues to serve, as counsel to BOC, including in connection with this Agreement and the agreements executed in connection therewith, (ii) that GALLP has not, and does not serve as counsel to the Noteholder in connection with this Agreement or any such agreement, (iii) that GALLP has not counseled or advised the Noteholder in connection with this Agreement or any such agreement, (iv) that the Noteholder is not relying on any accounting, tax or legal advice of GALLP in connection with the Noteholder’s investment in the Company, (v) that the Noteholder has been advised to obtain separate and independent accounting, tax and legal advice of the Noteholder’s own choosing prior to making any investment or entering into any agreement, and (vi) that GALLP is an intended third party beneficiary of this paragraph.

IN WITNESS WHEREOF, the parties have executed this Note Conversion Agreement as of the date first set forth above.

Boston Omaha Corporation

By: /s/ Alex B. Rozek _________________

Alex B. Rozek, President

Boulderado Capital, LLC

By: Boulderado Partners, LLC, its Manager

By: /s/ Alex B. Rozek _________________

Alex B. Rozek, Manager

Magnolia Capital Fund, LP

By: The Magnolia Group, LLC, its Manager

By: /s/ Adam K. Peterson ______________

Adam K. Peterson, Manager

Exhibit 4.6

NEITHER THE ISSUANCE AND SALE OF THIS WARRANT NOR THE ISSUANCE OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THIS WARRANT NOR SUCH SECURITIES MAY BE TRANSFERRED OR OTHERWISE SOLD UNLESS THIS NOTE OR SUCH SECURITIES HAS BEEN REGISTERED UNDER SUCH ACT AND ALL SUCH APPLICABLE LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

June 19, 2015

BOSTON OMAHA CORPORATION

CLASS A COMMON STOCK WARRANT

BOSTON OMAHA CORPORATION, a Delaware corporation (the “ Company ”), hereby certifies that, for value received, ________________, or its registered assigns (the “ Holder ”), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Eastern time, on the Expiration Date (as hereinafter defined), that number of fully paid and nonassessable shares of Class A Common Stock (as defined below) as is equal to the Warrant Number (as hereinafter defined), at the Exercise Price (as hereinafter defined). The Warrant Number and Exercise Price are subject to adjustment as provided in this Warrant.

As used herein the following terms, unless the context otherwise requires, have the following respective meanings:

(a) “ Class A Common Stock ” means the Class A Common Stock, par value $0.001 per share, of the Company.

(b) “ Expiration Date ” means June 18, 2025.

(d) “ Warrant Number ” means ______ shares of Class A Common Stock.

1. Initial Exercise Date; Expiration . Subject to the provisions hereof, this Warrant may be exercised at any time or from time to time before it expires at 5:00 p.m., Eastern time, on the Expiration Date.

2. Exercise of Warrant .

(a) Exercise of Warrant . Subject to the provisions of Section 1 , this Warrant may be exercised in full or in part by the Holder hereof by surrender of this Warrant, together with an exercise notice in the form attached hereto (the “ Exercise Notice ”) duly executed by the Holder, to the Company at its principal office, accompanied by payment of the aggregate Exercise Price for the shares of Class A Common Stock to be purchased hereunder upon such exercise. In accordance with Section 13 below, upon any transfer of this Warrant prior to its exercise or expiration, this Warrant shall automatically be converted into a Warrant to acquire shares of the Company’s Common Stock (as defined below).

(b) Partial Exercise . For any partial exercise pursuant to Section 2(a) hereof, the Holder shall designate in the Exercise Notice the number of shares of Class A Common Stock that it wishes to purchase. On any such partial exercise, the Company at its expense shall forthwith issue and deliver to the Holder a new warrant of like tenor, in the name of the Holder, which shall be exercisable for such number of shares of Class A Common Stock represented by this Warrant which have not been purchased upon such exercise.

(c) Payment of Exercise Price . At the option of the Holder, payment of the Exercise Price for any exercise of this Warrant pursuant to Section 2(a) above shall be made (i) by wire transfer of funds to an account in a bank located in the United States designated by the Company for such purpose, (ii) by check payable to the order of the Company, (iii) by cashless exercise as provided in Section 2(d) below, (iv) by offsetting any indebtedness or other amount owed by the Company to the Holder, or (v) by any combination of such methods.

(d) Cashless Exercise . This Warrant may be exercised at the Holder’s election, in whole or in part, by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of shares of Class A Common Stock equal to the quotient obtained by the following formula:

(A - B)(X)

(A)

where:

(A)

the fair market value (“ FMV ”) of one share of Class A Common Stock as of the date of such exercise, as determined in good faith by the Board of Directors of the Company (the “ Board ”);

(B)

the Exercise Price, as adjusted hereunder; and

(X)

the number of shares of Class A Common Stock that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

3. When Exercise Effective . The exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the business day on which this Warrant is surrendered to the Company as provided in Section 2(a) (together with the Exercise Notice and payment specified in Section 2(a) ).

4. Delivery on Exercise . As soon as practicable after the exercise of this Warrant in full or in part pursuant to Section 2(a) , and in any event within ten (10) business days thereafter, the Company at its expense will cause to be issued in the name of and delivered to the Holder a certificate or certificates for the number of fully paid and nonassessable full shares of Class A Common Stock to which the Holder shall be entitled on such exercise, together with cash, in lieu of any fraction of a share, equal to such fraction of the then FMV at the time of exercise. The Board shall promptly respond in writing to a reasonable inquiry by the Holder hereof as to the FMV of the Class A Common Stock for purposes of this Section 4 .

All shares of Class A Common Stock issued upon the exercise of this Warrant shall be duly authorized, validly issued, fully paid and nonassessable, and free from all preemptive rights, taxes, liens and charges with respect to the issue thereof, and the Company shall pay all taxes and other governmental charges that may be imposed in respect to the issue or delivery thereof.

5. Termination of Warrant . This Warrant shall terminate upon the earlier of the exercise of this Warrant or the Expiration Date.

6. Adjustment of Purchase Price and Number of Shares . The shares of Class A Common Stock issuable upon exercise of this Warrant and the Exercise Price therefor, are subject to adjustment upon the occurrence of the following events:

(a) Adjustment for Stock Splits, Stock Dividends, Recapitalizations, etc. The Exercise Price of this Warrant and the number of shares of Class A Common Stock issuable upon exercise of this Warrant shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of Class A Common Stock. For example, if there should be a 2-for-1 stock split with respect to the Class A Common Stock, the Exercise Price would be divided by two and such number of shares would be doubled.

(b) Adjustment for Other Dividends and Distributions . In case the Company shall make or issue, or shall fix a record date for the determination of eligible holders entitled to receive, a dividend or other distribution after the date hereof with respect to shares of Class A Common Stock payable in (i) securities of the Company (other than shares of Class A Common Stock) or (ii) assets (other than cash), then, in each case, the Holder of this Warrant on exercise hereof at any time after the consummation, effective date or record date of such event, shall receive, in addition to the shares of Class A Common Stock issuable on such exercise prior to such date, the securities or such other assets of the Company to which such Holder would have been entitled upon such date if such Holder had exercised this Warrant immediately prior thereto (all subject to further adjustment as provided in this Warrant).

(c) Other Action Affecting Shares of Class A Common Stock . In case the Company shall take any action affecting the outstanding number of shares of Class A Common Stock other than an action described in any of the above Sections 6(a) or 6(b) , which is determined in good faith by the Board to have an inequitable effect on Holder, the Exercise shall be adjusted in such manner and at such time as Board determines in good faith to be equitable in the circumstances.

(d) Certificate as to Adjustments . In case of any adjustment or readjustment under this Section 6 , the Company will promptly (but within ten (10) business days) give written notice thereof to the Holder of this Warrant in the form of a certificate, certified and confirmed by the President of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based.

7. No Impairment . The Company will not, by amendment of its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

8. Notices of Record Date, etc. In the event of

(a) any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, or any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, or

(b) any capital reorganization of the Company, any reclassification or recapitalization of the capital stock of the Company, or any transfer of all or substantially all the assets of the Company to or consolidation or merger of the Company with or into any other person including, without limitation, any change of control of the Company, or

(c) any voluntary or involuntary dissolution, liquidation or winding-up of the Company, then and in each such event the Company will mail to the Holder hereof a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, (ii) the date on which any such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of shares of Class A Common Stock shall be entitled to exchange their shares for securities or other property deliverable on such reorganization, reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up, and (iii) the amount and character of any stock or other securities, or rights or options with respect thereto, proposed to be issued or granted, the date of such proposed issue or grant and the persons or class of persons to whom such proposed issue or grant is to be offered or made. Such notice shall be mailed at least ten (10) business days prior to the date therein specified.

9. Exchange of Warrant . On surrender for exchange of this Warrant, properly endorsed, to the Company, the Company at its expense will issue and deliver to the Holder hereof a new warrant of like tenor, in the name of the Holder calling in the aggregate on the face thereof for the number of shares of Class A Common Stock called for on the face of the Warrant so surrendered.

10. Replacement of Warrant . On receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

11. Investment Intent . Unless a current registration statement under the Securities Act of 1933, as amended (the “ Securities Act ”) shall be in effect with respect to the issuance of the securities to be issued upon exercise or redemption of this Warrant, the Holder thereof, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time of any proposed transfer of securities acquired upon exercise hereof, such Holder will deliver to the Company a written statement that the securities acquired by the Holder upon exercise hereof are for the own account of the Holder for investment and are not acquired with a view to, or for sale in connection with, any distribution thereof (or any portion thereof) and with no present intention (at any such time) of offering and distributing such securities. The Holder hereof represents and warrants that it is an “accredited investor” as defined in Regulation D promulgated under the Securities Act.

12. Legends . This Warrant and the shares of Class A Common Stock purchasable hereunder shall be imprinted with a legend in substantially the following form:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT AND LAWS OR, AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM REGISTRATION IS THEN AVAILABLE.

13. Transfer . Notwithstanding anything to the contrary, the Holder shall not assign or transfer this Warrant without the prior written consent of the Company. In the event the Holder sells, assigns, gives, pledges, hypothecates, encumbers or otherwise transfers all or any portion of this Warrant in accordance with this Section 13 , then this Warrant shall automatically (without any further action required on the part of the Company, the Holder or the transferee) be converted into a Warrant to acquire shares of the Company’s Common Stock, par value $0.001 per share (“ Common Stock ”). In such event, this Warrant shall be exercisable for a number of shares of Common Stock equal to the Warrant Number for a price equal to the Exercise Price, and all references to Class A Common Stock in this Warrant shall be deemed deleted and replaced with references to Common Stock.

14. No Rights or Liability as a Stockholder . This Warrant does not entitle the Holder to any voting rights or other rights as a stockholder of the Company until so exercised. No provisions hereof, in the absence of affirmative action by the Holder to purchase shares of Class A Common Stock issuable hereunder, and no enumeration herein of the rights or privileges of the Holder shall give rise to any liability of such Holder as a stockholder of the Company.

15. Damages . The Company recognizes and agrees that the Holder will not have an adequate remedy if the Company fails to comply with the terms of this Warrant and that damages will not be readily ascertainable, and the Company expressly agrees that, in the event of such failure, it shall not oppose an application by the Holder of this Warrant requiring specific performance of any and all provisions hereof or enjoining the Company from continuing to commit any such breach on the terms hereof.

16. Notices . All notices referred to in this Warrant shall be in writing and shall be delivered personally, by facsimile, or by certified or registered mail, return receipt requested, postage prepaid and will be deemed to have been given when so delivered or mailed (i) to the Company, at its principal executive offices and (ii) to the Holder, at such Holder’s address as it appears in the records of the Company (unless otherwise indicated in accordance with the provisions of this Section 16 by such Holder).

17. Miscellaneous . This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the Holder and the Company. This Warrant shall be governed by and construed and enforced in accordance with the general corporation law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by, and construed in accordance with, the internal laws of the State of Delaware. The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Company has caused this Warrant to be issued this 19th day of June, 2015.

BOSTON OMAHA CORPORATION

By: ______________________________

Name: Alex B. Rozek

Title: President

EXERCISE NOTICE

[To be signed only on exercise of Warrant]

To: Boston Omaha Corporation

The undersigned, the Holder of the within Warrant, hereby irrevocably elects, in accordance with and subject to the provisions of Section 2(a) of such Warrant, to exercise the purchase right represented by such Warrant for, and to purchase thereunder, _________* shares of Class A Common Stock of Boston Omaha Corporation and herewith makes payment of $___________ therefor, and requests that the certificates for such shares be issued in the name of, and delivered to Holder, whose address is ______________________________________.

Sincerely,

[Name and Signature of Holder]

Dated:

___________________________

*Insert here the number of shares as to which the Warrant is being exercised.

Exhibit 4.7

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

BOSTON OMAHA CORPORATION

(Pursuant to Sections 242 and 245 of the

General Corporation Law of the State of Delaware)

Boston Omaha Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “ General Corporation Law ”),

DOES HEREBY CERTIFY :

FIRST : That the name of this corporation is Boston Omaha Corporation and that this corporation was originally incorporated pursuant to the General Corporation Law on March 16, 2015 under the name Boston Omaha Corporation.

SECOND : That the Board of Directors duly adopted resolutions proposing to amend and restate the Certificate of Incorporation of this corporation, declaring said amendment and restatement to be advisable and in the best interests of this corporation and its stockholders, and authorizing the appropriate officers of this corporation to solicit the consent of the stockholders therefor, which resolution setting forth the proposed amendment and restatement is as follows:

RESOLVED , that the Certificate of Incorporation of this corporation be amended and restated in its entirety as follows:

ARTICLE I

The name of this corporation is Boston Omaha Corporation.

ARTICLE II

The address of the registered office of this corporation in the State of Delaware is c/o RL&F Service Corp., 920 North King Street, 2 nd Floor, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is RL&F Service Corp.

ARTICLE III

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law.

ARTICLE IV

The total number of shares of all classes of stock which the Corporation shall have authority to issue is thirty three million (33,000,000) shares, consisting of: (i) thirty million (30,000,000) shares of Common Stock, $0.001 par value per share (“ Common Stock ”), of which twelve million (12,000,000) shares are designated “Class A Common Stock” (“ Class A Common Stock ”); and (ii) three million (3,000,000) shares of Preferred Stock, $0.001 par value per share (“ Preferred Stock ”).

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A. COMMON STOCK

1. General . The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein.

2. Voting . Except as otherwise required by law or the Certificate of Incorporation, each holder of Common Stock, as such, is entitled at all meetings of stockholders (and written actions in lieu of meetings) to one vote for each share of Common Stock held by such holder; provided , however , that, except as otherwise required by law, no holder of Common Stock, as such, shall be entitled to vote on any amendment to the Certificate of Incorporation (including any certificate of designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the Certificate of Incorporation or pursuant to the General Corporation Law. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by (in addition to any vote of the holders of one or more series of Preferred Stock that may be required by the terms of the Certificate of Incorporation (including any certificate of designation)) the affirmative vote of the holders of shares of capital stock of the Corporation representing a majority of the votes represented by all outstanding shares of capital stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law.

3. Reverse Stock Split . Immediately upon the effectiveness of this Amendment to the Certificate of Incorporation, (i) every seven (7) shares of Common Stock issued and outstanding or held in treasury of the Corporation will be, and hereby are, automatically reclassified and changed (without any further act) into one fully paid and non-assessable share of Common Stock, without increasing or decreasing the par value thereof, and (ii) every seven (7) shares of Preferred Stock issued and outstanding or held in treasury of the Corporation will be, and hereby are, automatically reclassified and changed (without any further act) into one fully paid and non-assessable share of Preferred Stock, without increasing or decreasing the par value thereof; provided, however , that no fractional shares shall be issued in respect of any shares of Common Stock or Preferred Stock that are hereby changed into less than one full share of Common Stock or Preferred Stock, as applicable, to which the holder thereof would otherwise be entitled, but in lieu thereof, the Company shall pay cash equal to such fraction multiplied by the fair market value of one share of Common Stock or Preferred Stock, as applicable, as determined by the Corporation’s Board of Directors.

B. CLASS A COMMON STOCK

1. Dividends . The holders of Class A Common Stock shall be entitled to receive, when, as and if declared by the Board, and as otherwise provided in the Certificate of Incorporation, out of funds legally available therefor, dividends. If the Corporation shall declare, pay or set apart for payment any dividend or other distribution on any Common Stock or Preferred Stock or make any distributions in respect of any Common Stock or Preferred Stock, it shall simultaneously declare, pay and/or set apart for payment or distribution for each share of Class A Stock a dividend and/or distribution in an amount equal to the amount the holder of such share would be entitled to receive if it had been converted into a share of Common Stock and been outstanding on the record date for such dividend or distribution.

2. Liquidation, Dissolution or Winding Up . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be distributed among the holders of shares of Class A Common Stock, Common Stock and Preferred Stock, pro rata, based on the number of shares held by each such holder, treating for this purpose all such securities as if they had been converted to Common Stock pursuant to the terms of the Certificate of Incorporation immediately prior to such liquidation, dissolution or winding up of the Corporation.

3. Voting .

3.1 General . On any matter presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or by written consent of stockholders in lieu of meeting), each holder of outstanding shares of Class A Common Stock shall be entitled to cast the number of votes equal to the product of (a) the number of whole shares of Common Stock into which the shares of Class A Common Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter, multiplied by (b) ten (10). Except as provided by law or by the other provisions of the Certificate of Incorporation, holders of Class A Common Stock shall vote together with the holders of Common Stock and Preferred Stock as a single class.

3.2 Election of Directors . The size of the Board shall be no fewer than one (1) and no greater than seven (7) directors. The holders of record of the shares of Class A Common Stock, exclusively and as a separate class, shall be entitled to elect two (2) directors of the Corporation (the “ Class A Directors ”), which number of Class A Directors may be reduced pursuant to the terms and conditions of the Voting and First Refusal Agreement among the Corporation and certain stockholders, dated as of June 18, 2015, as the same may be amended from time to time (the “ Voting Agreement ”). Any Class A Director may be removed without cause by, and only by, the affirmative vote of the holders of eighty percent (80%) of the shares of Class A Common Stock, exclusively and as a separate class, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of such stockholders.

If the holders of shares of Class A Common Stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, pursuant to the first sentence of this Subsection 3.2 , then any directorship not so filled shall remain vacant until such time as the holders of the Class A Common Stock elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Corporation other than by the holders of shares of Class A Common Stock. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the Class A Common Stock and the Preferred Stock), exclusively and voting together as a single class, shall be entitled to elect the balance of the total number of directors of the Corporation. At any meeting held for the purpose of electing a director, the presence in person or by proxy of the holders of a majority of the outstanding shares of the class or series entitled to elect such director shall constitute a quorum for the purpose of electing such director. Except as otherwise provided in this Subsection 3.2 , a vacancy in any directorship filled by the holders of any class or series shall be filled only by vote or written consent in lieu of a meeting of the holders of such class or series or by any remaining director or directors elected by the holders of such class or series pursuant to this Subsection 3.2 .

3.3 Matters Requiring Class A Director Approval . At any time when shares of Class A Common Stock are outstanding, the Corporation shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without (in addition to any other vote required by law or the Certificate of Incorporation) approval of the Board of Directors, which approval must include the affirmative vote of all of the Class A Directors, and any such act or transaction entered into without such consent or vote shall be null and void ab initio , and of no force or effect.

3.3.1. Amend, alter or otherwise change the rights, preferences or privileges of the Class A Common Stock, or amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws of the Corporation in a manner that adversely affects the powers, preferences or rights of the Class A Common Stock.

3.3.2. Liquidate, dissolve or wind-up the business and affairs of the Corporation, effect any merger or consolidation or any other Deemed Liquidation Event (as defined in Subsection 4.1.3 herein), or consent to any of the foregoing.

3.3.3. Create, or authorize the creation of, or issue or obligate itself to issue shares of, any additional class or series of capital stock, or increase the authorized number of shares of or issue additional shares of Class A Common Stock, or increase the authorized number of shares of any additional class or series of capital stock.

3.3.4. Increase or decrease the authorized number of directors constituting the Board of Directors.

3.3.5. Hire, terminate, change the compensation of, or amend the employment agreements of, the executive officers of the Corporation or any subsidiary of the Corporation, including approving any incentive compensation, option grants or stock awards to executive officers.

3.3.6. Purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Corporation.

3.3.7. Create, or authorize the creation of, or issue, or authorize the issuance of any debt security, or permit any subsidiary to take any such action with respect to any debt security, if the aggregate indebtedness of the Corporation and its subsidiaries for borrowed money following such action would exceed $10,000, or guarantee, directly or indirectly, or permit any subsidiary to guarantee, directly or indirectly, any indebtedness except for trade accounts of the Corporation or any subsidiary arising in the ordinary course of business.

3.3.8. Make, or permit any subsidiary to make, any loan or advance outside of the ordinary course of business to any employee or director of the Corporation or any subsidiary, or to any subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Corporation.

3.3.9. Create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Corporation, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Corporation, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary.

3.3.10. Change the principal business of the Corporation, enter new lines of business, or exit the current line of business.

3.3.11. Enter into any agreement, contract, arrangement or corporate strategic relationship involving the payment, contribution, or assignment by the Corporation or to the Corporation of money or assets greater than $10,000.

3.3.12. Enter into or be a party to any transaction outside of the ordinary course of business with any director, officer, or employee of the Corporation or any “associate” (as defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) of any such person or entity.

3.3.13. Acquire, by merger, stock purchase, asset purchase or otherwise, any material assets or securities of any other corporation, partnership or other entity.

4. Optional Conversion .

The holders of the Class A Common Stock shall have conversion rights as follows (the “ Conversion Rights ”):

4.1 Right to Convert .

4.1.1. Conversion Ratio . Each share of Class A Common Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into one (1) share of Common Stock.

4.1.2. Termination of Conversion Rights . In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Class A Common Stock.

4.1.3. Definition . Each of the following events shall be considered a “ Deemed Liquidation Event ”:

(a) a merger or consolidation in which

(i) the Corporation is a constituent party or

(ii) a subsidiary of the Corporation 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, at least 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 , for the purpose of this Subsection 4.1.3 , all shares of Common Stock issuable (x) upon the exercise of rights, options or warrants to subscribe for, purchase or otherwise acquire Convertible Securities (as defined below) or Common Stock (collectively, “ Options ”) outstanding immediately prior to such merger or consolidation or (y) upon conversion of any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options (“ Convertible Securities ”) outstanding 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, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

4.2 Mechanics of Conversion .

4.2.1. Notice of Conversion . In order for a holder of Class A Common Stock to voluntarily convert shares of Class A Common Stock into shares of Common Stock, such holder shall surrender the certificate or certificates for such shares of Class A Common Stock (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate), at the office of the transfer agent for the Class A Common Stock (or at the principal office of the Corporation if the Corporation serves as its own transfer agent), together with written notice that such holder elects to convert all or any number of the shares of the Class A Common Stock represented by such certificate or certificates and, if applicable, any event on which such conversion is contingent. Such notice shall state such holder’s name or the names of the nominees in which such holder wishes the certificate or certificates for shares of Common Stock to be issued. If required by the Corporation, certificates surrendered for conversion shall be endorsed or accompanied by a written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or his, her or its attorney duly authorized in writing. The close of business on the date of receipt by the transfer agent (or by the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion (the “ Conversion Time ”), and the shares of Common Stock issuable upon conversion of the shares represented by such certificate so elected to be converted in such notice shall be deemed to be outstanding of record as of the Conversion Time. The Corporation shall, as soon as practicable after the Conversion Time, (i) issue and deliver to such holder of Class A Common Stock, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable upon such conversion in accordance with the provisions hereof and a certificate for the number (if any) of the shares of Class A Common Stock represented by the surrendered certificate that were not converted into Common Stock, and (ii) pay all declared but unpaid dividends on the shares of Class A Common Stock converted.

4.2.2. Reservation of Shares . The Corporation shall at all times when the Class A Common Stock shall be outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the Class A Common Stock, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding Class A Common Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Class A Common Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in commercially reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation.

4.2.3. Effect of Conversion . All shares of Class A Common Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor and to receive payment of any dividends declared but unpaid thereon.

Any shares of Class A Common Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Class A Common Stock accordingly.

4.2.4. Taxes . The Corporation shall pay any and all issue and other similar taxes that may be payable in respect of any issuance or delivery of shares of Common Stock upon conversion of shares of Class A Common Stock pursuant to this Section 4 . The Corporation shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of shares of Common Stock in a name other than that in which the shares of Class A Common Stock so converted were registered, and no such issuance or delivery shall be made unless and until the person or entity requesting such issuance has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid.

4.3 Notice of Record Date . In the event:

(a) the Corporation shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Class A Common Stock) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or

(b) of any capital reorganization of the Corporation, any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event; or

then, and in each such case, the Corporation will send or cause to be sent to the holders of the Class A Common Stock a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Class A Common Stock) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Class A Common Stock and the Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice.

5. Mandatory Conversion .

5.1 Trigger Events . In the event a holder of Class A Common Stock sells, assigns, gives, pledges, hypothecates, encumbers or otherwise transfers (each, a “ Transfer ”) any or all of its shares of Class A Common Stock to any third party, then (a) all outstanding shares of Class A Common Stock subject to such Transfer shall automatically be converted into shares of Common Stock and (b) such shares may not be reissued by the Corporation; provided , however , that such shares of Class A Common Stock shall not automatically be converted into shares of Common Stock as set forth in this Subsection 5.1 if (i) the Transfer of the Class A Common Stock is to an existing holder of Class A Common Stock party to the Voting Agreement, or (ii) the Board of Directors, including all Class A Directors, determines that such Transfer shall not trigger such mandatory conversion. The date and time of such Transfer is referred to herein as the “ Mandatory Conversion Time ”.

5.2 Procedural Requirements . All holders of record of shares of Class A Common Stock that will automatically convert upon a Transfer shall be sent written notice of the Mandatory Conversion Time pursuant to this Section 5 . Such notice need not be sent in advance of the occurrence of the Mandatory Conversion Time. Upon receipt of such notice, each holder of shares of Class A Common Stock in certificated form shall surrender his, her or its certificate or certificates for all such shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft or destruction of such certificate) to the Corporation at the place designated in such notice. If so required by the Corporation, any certificates surrendered for conversion shall be endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered holder or by his, her or its attorney duly authorized in writing. All rights with respect to the Class A Common Stock converted pursuant to Subsection 5.1 , including the rights, if any, to receive notices and vote (other than as a holder of Common Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the holder or holders thereof to surrender any certificates at or prior to such time), except only the rights of the holders thereof, upon surrender of any certificate or certificates of such holders (or lost certificate affidavit and agreement) therefor, to receive the items provided for in the next sentence of this Subsection 5.2 . As soon as practicable after the Mandatory Conversion Time and, if applicable, the surrender of any certificate or certificates (or lost certificate affidavit and agreement) for Class A Common Stock, the Corporation shall (a) issue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for the number of full shares of Common Stock issuable on such conversion in accordance with the provisions hereof and (b) pay cash with respect to any declared but unpaid dividends on the shares of Class A Common Stock converted. Such converted Class A Common Stock shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Class A Common Stock accordingly.

6. Acquired Shares . Any shares of Class A Common Stock that are acquired by the Corporation or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Corporation nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Class A Common Stock.

7. Waiver . Any of the rights, powers, preferences and other terms of the Class A Common Stock set forth herein may be waived on behalf of all holders of Class A Common Stock by the affirmative written consent or vote of the holders of at least a majority of the shares of Class A Common Stock then outstanding or such greater percentage of holders of Class A Common Stock as may be expressly required in the Certificate of Incorporation or the Voting Agreement.

8. Notices . Any notice required or permitted by the provisions of this Article IV to be given to a holder of shares of Class A Common Stock shall be mailed, postage prepaid, to the post office address last shown on the records of the Corporation, or given by electronic communication in compliance with the provisions of the General Corporation Law, and shall be deemed sent upon such mailing or electronic transmission.

C. PREFERRED STOCK

1. The Preferred Stock may be issued in one or more series at such time or times and for such consideration or considerations as the Board of Directors of the Corporation may determine. Each series of Preferred Stock shall be so designated as to distinguish the shares thereof from the shares of all other series and classes. Except as otherwise provided in the Certificate of Incorporation, different series of Preferred Stock shall not be construed to constitute different classes of shares for the purpose of voting by classes.

2. The Board of Directors of the Corporation is expressly authorized to provide for the issuance of all or any shares of the Preferred Stock in one or more series, each with such designations, preferences, voting powers (or no voting powers), relative, participating, optional or other special rights and privileges and such qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions adopted by the Board of Directors of the Corporation to create such series, and a certificate of designation shall be filed in accordance with the General Corporation Law. The authority of the Board of Directors of the Corporation with respect to each such series shall include, without limitation of the foregoing, the right to provide that the shares of each such series may: (i) have such distinctive designation and consist of such number of shares; (ii) be subject to redemption at such time or times and at such price or prices; (iii) be entitled to the benefit of a retirement or sinking fund for the redemption of such series on such terms and in such amounts; (iv) be entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series of stock; (v) be entitled to such rights upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs, or upon any distribution of the assets of the Corporation in preference to, or in such relation to, any other class or classes or any other series of stock; (vi) be convertible into, or exchangeable for, shares of any other class or classes or any other series of stock at such price or prices or at such rates of exchange and with such adjustments, if any; (vii) be entitled to the benefit of such conditions, limitations or restrictions, if any, on the creation of indebtedness, the issuance of additional shares of such series or shares of any other series of Preferred Stock, the amendment of the Certification of Incorporation or the Bylaws of the Corporation, the payment of dividends or the making of other distributions on, or the purchase, redemption or other acquisition by the Corporation of, any other class or classes or series of stock, or any other corporate action; or (viii) be entitled to such other preferences, powers (including voting power), qualifications, rights and privileges, all as the Board of Directors of the Corporation may deem advisable and as are not inconsistent with law and the provisions of the Certificate of Incorporation.

ARTICLE V

The Corporation is to have perpetual existence.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware:

A. Subject to any additional vote required by the Certificate of Incorporation or the Bylaws of the Corporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

B. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

C. Subject to any additional vote required by the Certificate of Incorporation, the number of directors of the Corporation shall be determined in the manner set forth in the Bylaws of the Corporation.

D. Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept at such place within or without the State of Delaware as the Bylaws of the Corporation may provide or as may be designated from time to time by the Board of Directors of the Corporation.

ARTICLE VII

To the fullest extent permitted by law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law or any other law of the State of Delaware is amended after approval by the stockholders of this Article VII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law or such other law, as so amended.

Any repeal or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection of a director of the Corporation existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director occurring prior to, such repeal or modification.

ARTICLE VIII

The following indemnification and advancement provisions shall apply to the persons enumerated below.

A. Right to Indemnification of Directors and Officers . The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “ Indemnified Person ”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ Proceeding ”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section C of this Article VIII, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors of the Corporation.

B. Prepayment of Expenses of Directors and Officers . The Corporation shall pay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any Proceeding in advance of its final disposition, provided , however , that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should ultimately be determined that the Indemnified Person is not entitled to be indemnified under this Article VIII or otherwise.

C. Claims by Directors and Officers . If a claim for indemnification or advancement of expenses under this Article VIII is not paid in full within thirty (30) days after a written claim therefor by the Indemnified Person has been received by the Corporation, the Indemnified Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Indemnified Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

D. Indemnification of Employees and Agents . The Corporation may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Corporation or, while an employee or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding.

The ultimate determination of entitlement to indemnification of persons who are non-director or officer employees or agents shall be made in such manner as is determined by the Board of Directors of the Corporation in its sole discretion. Notwithstanding the foregoing sentence, the Corporation shall not be required to indemnify a person in connection with a Proceeding initiated by such person if the Proceeding was not authorized in advance by the Board of Directors of the Corporation.

E. Advancement of Expenses of Employees and Agents . The Corporation may pay the expenses (including attorneys’ fees) incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Board of Directors of the Corporation.

F. Non-Exclusivity of Rights . The rights conferred on any person by this Article VIII shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, the Bylaws of the Corporation, any agreement, vote of stockholders or disinterested directors or otherwise.

G. Other Indemnification . The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer or employee of another corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise or advance expenses to such person shall be reduced by any amount such person may collect as indemnification or advancement of expenses from such other corporation, partnership, limited liability company, joint venture, trust, organization or other enterprise.

H. Insurance . The Board of Directors of the Corporation may, to the full extent permitted by applicable law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain at the Corporation’s expense insurance: (a) to indemnify the Corporation for any obligation which it incurs as a result of the indemnification of directors, officers and employees under the provisions of this Article VIII; and (b) to indemnify or insure directors, officers and employees against liability in instances in which they may not otherwise be indemnified by the Corporation under the provisions of this Article VIII.

I. Amendment or Repeal . Any repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s heirs, executors and administrators.

ARTICLE IX

Subject to the rights of holders of Class A Common Stock and any series of Preferred Stock, the Corporation reserves the right to amend or repeal any provision contained in the Certificate of Incorporation, in the manner now or hereafter prescribed by the General Corporation Law, and all rights conferred upon a stockholder herein are granted subject to this reservation.

ARTICLE X

The name and mailing address of the sole incorporator is as follows:

Name	Mailing Address
Alex B. Rozek	c/o Boulderado Group, LLC 292 Newbury Street, Suite 333 Boston, Massachusetts 02115

ARTICLE XI

A. Regulation of Certain Affairs . In recognition and anticipation that (i) certain partners, principals, directors, officers, members, managers, employees and/or other representatives of the Sponsors (as defined below) (each of the foregoing persons other than the Sponsors, an “ Identified Person ”) may serve as directors, officers or agents of the Corporation or its subsidiaries, and (ii) the Sponsors may now engage and may continue to engage in the same or similar activities (which shall include, without limitation, other business activities that overlap with or compete with those in which the Corporation or its subsidiaries, directly or indirectly, may engage) or related lines of business in which the Corporation or its subsidiaries, directly or indirectly, may engage, and/or may have an interest in the same or similar areas of corporate opportunities as the Corporation or its subsidiaries, directly or indirectly, may have an interest, the provisions of this Article XI are set forth to regulate and define the conduct of certain affairs of the Corporation and its subsidiaries with respect to certain classes or categories of business opportunities as they may involve the Sponsors and the Identified Persons, and the powers, rights, duties and liabilities of the Corporation and its subsidiaries and their respective officers, directors and stockholders in connection therewith.

B. Competition and Corporate Opportunities .

1. To the fullest extent permitted by law, (i) the Sponsors and the Identified Persons shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly engage in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other person, including those lines of business deemed to be competing with the Corporation or any of its subsidiaries, (ii) none of the Corporation or its stockholders or any of its subsidiaries or their stockholders shall have any rights in and to the business ventures of any Sponsor or Identified Person or the income or profits derived therefrom, (iii) each of the Sponsors and the Identified Persons may do business with or engage any potential or actual customer or supplier of the Corporation of any of its subsidiaries, and (iv) each of the Sponsors and the Identified Persons may employ or otherwise engage any officer or employee of the Corporation or any of its subsidiaries.

2. The Corporation, on behalf of itself, its subsidiaries and its and their respective stockholders, waives and renounces in accordance with Section 122(17) of the Delaware General Corporate Law any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, any potential transaction or business opportunity that may from time to time be presented to any Sponsor or any Identified Person, even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so.

No Sponsor or Identified Person shall have any duty to communicate or offer such business opportunity to the Corporation or any of its subsidiaries, and, to the fullest extent permitted by law, no Sponsor or Identified Person shall be liable to the Corporation or any of its subsidiaries or any of their respective stockholders for breach of any fiduciary or other duty (contractual or otherwise), as a director or officer or otherwise, by reason of the fact that such Sponsor or Identified Person pursues or acquires such business opportunity for itself, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries unless, in the case of any such person who is a director or officer of the Corporation, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Corporation.

3. To the fullest extent permitted by law, any person purchasing or otherwise acquiring any interest in any shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XI. No alteration, amendment, repeal or rescission of this Article XI nor the adoption of any amendment to this Certificate of Incorporation shall eliminate or reduce the effect of this Article XI in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article XI, would accrue or arise, prior to such alteration, amendment, repeal, rescission or adoption. This Article XI shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Certificate of Incorporation, the By-laws of the Corporation or applicable law.

C. Certain Definitions . For purposes of this Article XI, references to: (i) “affiliate” means, with respect to any person, any other person that controls, is controlled by, or is under common control with such person other than, in the case of the Sponsors, the Corporation and its subsidiaries; (ii) “control,” as used in this definition, means, with respect to any person, the power to direct or cause the direction of the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and “controlled” and “controlling” have meanings correlative to the foregoing; (ii) “person” means an individual, any general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity and (ii) “Sponsors” means each of Boulderado Partners, LLC and Magnolia Capital Fund, LP, for so long as each, along with its affiliates, continues to beneficially own shares of capital stock of the Corporation representing at least five percent (5%) of the votes that all stockholders would be entitled to cast in any annual election of directors or class of directors.

D. Savings Clause . If this Article XI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then this Article XI shall be deemed to be modified to the minimum extent necessary to avoid a violation of law and, as so modified, this Article XI and the remaining provisions hereof shall remain valid and enforceable in accordance with their terms to the fullest extent permitted by applicable law.

ARTICLE XII

A. Exclusive Forum for Adjudication of Disputes . Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporate Law or this Certificate of Incorporation or the Corporation’s By-Laws (in each case, as they may be amended from time to time), (iv) any action to interpret, apply, enforce or determine the validity of this Certificate of Incorporation or the Corporation’s By-Laws, or (v) any action asserting a claim governed by the internal affairs doctrine (each, a “ Covered Proceeding ”), in the case of each of clauses (i) through (v), shall be the Court of Chancery in the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware). Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII.

B. Personal Jurisdiction . If any action the subject matter of which is a Covered Proceeding is filed in a court other than the Court of Chancery of the State of Delaware, or, where permitted in accordance with Article XII, Section A above, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware, (each, a “ Foreign Action ”) in the name of any person or entity (a “ Claiming Party ”) without the prior approval of the Board or one of its committees in the manner described in Article XII, Section A above, such Claiming Party shall be deemed to have consented to (i) the personal jurisdiction of the Court of Chancery of the State of Delaware, or, where applicable, the Superior Court of the State of Delaware and the United States District Court for the District of Delaware, in connection with any action brought in any such courts to enforce Article XII, Section A above (an “ Enforcement Action ”) and (ii) having service of process made upon such Claiming Party in any such Enforcement Action by service upon such Claiming Party’s counsel in the Foreign Action as agent for such Claiming Party.

C. Litigation Costs . Except to the extent prohibited by the Delaware General Corporate Law, in the event that a Claiming Party shall initiate, assert, join, offer substantial assistance to or have a direct financial interest in any Foreign Action without the prior approval of the Board or one of its committees in the manner described in Article XII, Section A, each such Claiming Party shall be obligated jointly and severally to reimburse the Corporation and any director, officer or other employee of the Corporation made a party to such proceeding for all fees, costs and expenses of every kind and description (including, but not limited to, all attorneys’ fees and other litigation expenses) that the parties may incur in connection with such Foreign Action.

D. Notice and Consent . Any person or entity purchasing or otherwise acquiring any interest in the shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XII and waived any argument relating to the inconvenience of the forums reference above in connection with any Covered Proceeding.

* * *

THIRD : The foregoing amendment and restatement was approved by the holders of the requisite number of shares of said corporation in accordance with Section 228 of the General Corporation Law.

FOURTH : That said Amended and Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of this corporation’s Certificate of Incorporation, has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law.

IN WITNESS WHEREOF , this Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this corporation on this 18 th day of June, 2015.

By: /s/ Alex B. Rozek

Name: Alex B. Rozek

Title: President

Exhibit 4.8

VOTING AND FIRST REFUSAL AGREEMENT

This VOTING AND FIRST REFUSAL AGREEMENT (the “ Agreement ”) is made and entered into as of June 19, 2015, by and among Boston Omaha Corporation, a Delaware corporation (the “ Company ”), Boulderado Partners, LLC (“ Boulderado ”) and Magnolia Capital Fund, LP (“ Magnolia ” and together with Boulderado each, a “ Class A Stockholder ” and collectively, the “ Class A Stockholders ” and, together with the Company, the “ Parties ”). The Company’s Board of Directors is referred to herein as the “ Board .”

RECITALS

WHEREAS , the Class A Stockholders hold in the aggregate all of the outstanding shares of Company’s Class A Common Stock, par value $0.001 per share (the “ Class A Common Stock ”), in the originally issued amounts set forth on Exhibit A attached hereto (as adjusted for stock splits, combinations or other similar recapitalization; and

WHEREAS , the Company’s Certificate of Incorporation (as the same may be amended and/or restated from time to time, the “ Certificate of Incorporation ”) provides that (a) holders of shares of Class A Common Stock, voting as a separate class, shall elect two (2) members of the Board (the “ Class A Directors ”), and (b) holders of shares of the Company’s common stock, par value $0.001 per share (“ Common Stock ”) and holders of shares of all other classes of voting capital stock, including the Class A Common Stock (on an as converted to Common Stock basis), voting together as a single class, shall be entitled to elect the remaining members of the Board, if any.

NOW, THEREFORE , in consideration of the mutual promises and covenants set forth herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Agreement to Vote . Each Class A Stockholder, as a holder of Class A Common Stock, hereby agrees on behalf of itself and any transferee or assignee of any such shares of Class A Common Stock, to hold all of the shares of Class A Common Stock registered in its name and any other securities of the Company currently owned or subsequently acquired by such Class A Stockholder in the future (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution for such shares or other securities) (hereinafter collectively referred to as the “ Shares ”), subject to, and to vote such shares at a regular or special meeting of stockholders (or by written consent) in accordance with, the provisions of this Agreement.

2. Voting Provisions Relating to the Board .

2.1. Board Size . Each of the Class A Stockholders shall vote, or cause to be voted, at a regular or special meeting of stockholders (or by written consent) all Shares owned by such Class A Stockholder (or as to which such Class A Stockholder has voting power) to ensure that the size of the Board shall be set and remain at two (2) directors, unless otherwise increased or decreased by the Class A Directors.

2.2. Election of Directors .

2.2.1. In any election of directors of the Company to elect the Class A Directors, the Class A Stockholders shall each vote at any regular or special meeting of stockholders (or by written consent) all shares of Class A Common Stock then owned by them (or as to which they then have voting power) to elect to the Board as Class A Directors each of Alex B. Rozek, as a nominee of Boulderado (the “ Boulderado Class A Director ”) and Adam Peterson, as a nominee of Magnolia (the “ Magnolia Class A Director ”).

2.2.2. In the event that (a) a Class A Stockholder sells, assigns or otherwise transfers more than eighty percent (80%) of its originally issued shares of Class A Common Stock or (b) a Class A Director becomes Incapacitated as described in Section 5 below, then the Boulderado Class A Director or the Magnolia Class A Director, as applicable, associated with the selling Class A Stockholder, or the incapacitated Class A Director, as the case may be, may be removed from the Board upon the majority vote of the holders of Common Stock and Class A Common Stock, voting together as a single class, and in such event (i) the number of Class A Directors shall be reduced to one (1), and (ii) the remaining director shall be elected by the majority vote of the holders of Common Stock and Class A Common Stock, voting together as a single class, in accordance with the Certificate of Incorporation. For the avoidance of doubt, in the event that both Class A Stockholders transfer their shares of Class A Common Stock, or both Class A Directors become incapacitated, or one Class A Stockholder transfers its shares of Class A Common Stock and the Class A Director associated with the other Class A Stockholder becomes incapacitated, then the number of Class A Directors may be reduced to zero (0).

2.2.3. In the absence of any nomination from the persons with the right to nominate a director as specified above, the director or directors previously nominated by such persons and then serving shall be reelected if still eligible to serve as provided herein.

2.2.4. To the extent that the application of Subsections 2.2.1 and 2.2.2 above shall result in the designation of less than all of the authorized directors, then any remaining directors shall be nominated and elected by the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Certificate of Incorporation.

2.3. Removal; Vacancies . Any director of the Company may be removed from the Board in the manner allowed by law and the Certificate of Incorporation and Bylaws, but with respect to any director nominated pursuant to Subsections 2.2.1 or 2.2.2 above, only upon the vote or written consent of the Class A Stockholders (or other persons) entitled to nominate such director. Any vacancy created by the resignation, removal or death of a director elected pursuant to Section 2.2 above shall be filled pursuant to the provisions of Section 2 .

3. Vote to Increase Authorized Common Stock . Each Class A Stockholder agrees to vote or cause to be voted all Shares owned by such Class A Stockholder, or over which such Class A Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Class A Common Stock outstanding at any given time.

4. First Refusal Right .

4.1. Notice of Transfer . In the event any Class A Stockholder wishes to sell, assign or otherwise transfer its shares of Class A Common Stock (the “ Offered Shares ”), such Class A Stockholder (the “ Transferor ”) shall provide written notice (the “ Transfer Notice ”) to the Company and the other Class A Stockholder (the “ Offeree ”). The Transfer Notice shall include (i) the purchase price and form of consideration proposed to be paid for the Offered Shares (which shall be no less than all of the Class A Common Stock held by the Transferor), (ii) the name and address of the prospective transferee (the “ Prospective Transferee ”), and (iii) the other material terms and conditions upon which the proposed transfer is to be made, including the intended date of the proposed transfer.

4.2. Right of First Refusal . The Offeree shall have an option for a period of fifteen (15) days from delivery of the Transfer Notice to elect to purchase the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice. The Offeree may exercise such purchase option and purchase all (but not less than all) of the Offered Shares by notifying the Company and the Transferor in writing before expiration of such fifteen (15) day period of its election to purchase the Offered Shares. If the Offeree gives the Company and the Transferor notice that it desires to purchase such shares, then payment for the Offered Shares shall be made by check or wire transfer against delivery of the Offered Shares to be purchased at a time and place agreed upon between the Transferor and the Offeree, which time shall be no later than forty-five (45) days after delivery to the Offeree of the Transfer Notice, unless the Transfer Notice contemplated a later closing.

4.3. Conversion and Sale Upon Failure to Exercise Purchase Option . If the Offeree fails to purchase all of the Offered Shares by exercising the option granted in Section 4.2 within the fifteen (15)-day period provided, then the Transferor shall be free to sell all, but not less than all, of the Offered Shares to the Prospective Transferee on terms and conditions substantially similar to (and in no event more favorable than) the terms and conditions set forth in the Transfer Notice; provided , that such sale shall be consummated within forty-five (45) days after receipt of the Transfer Notice by the Offeree and, if such sale is not consummated within such forty-five (45)-day period, such sale shall again become subject to the right of first refusal on the terms set forth in Section 4.2 ; and provided , further , that immediately prior to any such sale to the Prospective Transferee, the Offered Shares shall automatically convert into shares of Common Stock, in accordance with the procedures set forth in Article IV, Part B, Section 5.1 of the Certificate of Incorporation.

5. Conversion Upon Incapacitation . In the event of (a) the death of a Class A Director, (b) the incapacitation of a Class A Director as a result of illness or accident, whether physical or mental which, in the opinion of an independent medical expert or another independent authority selected by Company, makes it reasonably unlikely that the Class A Director will be able to perform his normal duties for the Company for a period of ninety (90) days, whether or not consecutive, during any 360-day period (collectively, “ Incapacitation ”), or (c) a Change of Control of a Class A Stockholder, then the Class A Stockholder which nominated such dead or Incapacitated Class A Director, or the Class A Stockholder undergoing such Change of Control, shall (as promptly as practicable following the death or incapacitation of such Class A Director, or immediately prior to such Change of Control, as applicable) convert all of such Class A Stockholder’s Shares of Class A Common Stock into shares of Common Stock, in accordance with the procedures set forth in the Certificate of Incorporation.

For the purposes of this Section 5 , a “ Change of Control ” means, with respect to a Class A Stockholder, (i) the replacement of the current Managing Member, General Partner or other individual or entity having similar responsibilities with respect to either Boulderado or Magnolia, as applicable (a “ Manager ”), with another party not controlled by such Manager or its affiliates, or (ii) a reduction in the current Manager’s controlling power through the inclusion of one or more additional Managing Members, General Partners or other individuals or entities having similar responsibilities with respect to either Boulderado or Magnolia, as applicable.

Notwithstanding the provisions of the preceding paragraph, in the event of a Change of Control or dissolution of (a) Magnolia, then at the written request of Adam K. Peterson to the Company no later than 30 days after such Change of Control or dissolution, Magnolia may assign all of its rights and obligation under this Agreement to Adam K. Peterson or any entity owned or controlled by Adam K. Peterson, provided that Adam K. Peterson directly, or through any affiliates, continues to own a legal or beneficial interest in at least 20% of the shares of Class A Common Stock originally issued to Magnolia, and (b) of Boulderado, at the written request of Alex B. Rozek to the Company no later than 30 days after such Change of Control or dissolution, Boulderado may assign all of its rights and obligation under this Agreement to Alex B. Rozek or any entity owned or controlled by Alex B. Rozek, provided that Alex B. Rozek directly, or through any affiliates, continues to own a legal or beneficial interest in at least 20% of the shares of Class A Common Shares originally issued to Boulderado. In calculating the number of shares of Class A Common Stock owned under this Agreement, appropriate adjustment shall be made for any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of shares of Class A Common Stock other than a cash dividend.

6. Legend on Share Certificates . Each certificate representing any Shares shall be endorsed by the Company with a legend reading substantially as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AND FIRST REFUSAL AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AND FIRST REFUSAL AGREEMENT.”

7. No Liability for Election of Recommended Directors . Neither any Party to this Agreement, nor any officer, director, stockholder, partner, employee or agent of any such Party, makes any representation or warranty as to the fitness or competence of the nominee of any Party hereunder to serve on the Board by virtue of such Party’s execution of this Agreement or by the act of such Party in voting for such nominee pursuant to this Agreement.

8. Remedies .

8.1. Grant of Proxy and Power of Attorney; No Conflicting Agreements . Each Class A Stockholder hereby constitutes and appoints as the proxies of such Class A Stockholder, and hereby grants a power of attorney, to (a) the President of the Company and (b) a stockholder or other person designated by the Board, and each of them, with full power and substitution, with respect to the matters set forth herein, and hereby authorizes each of them to represent and to vote, if and only if such Class A Stockholder (i) fails to vote or (ii) attempts to vote (whether by proxy, in person or by written consent) in a manner which is inconsistent with the terms of this Agreement, all of such Class A Stockholder’s Shares in the manner provided in Sections 2 and 3 hereof, and hereby authorizes each of them to take any action necessary to give effect to the provisions contained in Sections 2 and 3 hereof. Each of the proxy and power of attorney granted in this Section 8.1 is given in consideration of the agreements and covenants of the Parties in connection with the transactions contemplated by this Agreement and, as such, each is coupled with an interest and shall be irrevocable until this Agreement terminates pursuant to its terms or this Section 8 is amended to remove such grant of proxy and power of attorney in accordance with Section 10.5 hereof. Each Class A Stockholder hereby revokes any and all previous proxies or powers of attorney with respect to such Class A Stockholder’s Shares and shall not hereafter, until this Agreement terminates pursuant to its terms or this Section 8 is amended to remove this provision in accordance with Section 10.5 hereof, grant, or purport to grant, any other proxy or power of attorney with respect to such Shares, deposit any of such Shares into a voting trust or enter into any agreement (other than this Agreement), arrangement or understanding with any person, directly or indirectly, to vote, grant any proxy or power of attorney or give instructions with respect to the voting of any of such Shares, in each case, with respect to any of the matters set forth in this Agreement.

8.2. Specific Enforcement . It is agreed and understood that monetary damages would not adequately compensate an injured Party for the breach of this Agreement by any other Party, that this Agreement shall be specifically enforceable in any action instituted in any court of the United States or any state having subject matter jurisdiction, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each Party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

8.3. Remedies Cumulative . All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

9. Execution by the Company . The Company, by its execution in the space provided below, agrees that it will cause the certificates evidencing the Shares issued after the date hereof to bear the legend required by Section 6 hereof, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing shares of capital stock of the Company upon written request from such holder to the Company at its principal office. The Parties hereto do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by Section 6 hereof and/or failure of the Company to supply, free of charge, a copy of this Agreement, as provided under this Section 6 , shall not affect the validity or enforcement of this Agreement.

10. Miscellaneous .

10.1. 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.

10.2. Notices . All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given upon the earlier to occur of actual receipt or: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; or if not, then on the 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) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective Parties at the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 10.2 ).

10.3. Term . This Agreement shall terminate and be of no further force or effect upon the earliest to occur of: (a) the transfer by each of the Class A Stockholders of more than eighty percent (80%) of their originally issued shares of Class A Common Stock, (b) the consummation of a Deemed Liquidation Event (as defined in the Certificate of Incorporation), or (c) the consummation of a transaction in which more than fifty percent (50%) of the outstanding voting capital stock of the Company on an as-converted to Common Stock basis is transferred to one or more unaffiliated third parties.

10.4. Manner of Voting . The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law.

10.5. Amendments and Waivers . Any term hereof may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of both of the Class A Stockholders. Notwithstanding the foregoing, any provision hereof may be waived by the waiving Party on such Party’s behalf, without the written consent of any other Party.

10.6. Stock Splits, Stock Dividends, etc . In the event of any issuance of shares of the Company’s voting securities hereafter to any of the Parties hereto (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization or the like), such shares shall become subject to this Agreement and shall be endorsed with the legend set forth in Section 6 .

10.7. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

10.8. Governing Law . This Agreement shall be governed by and construed in accordance with the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflicts of law principles thereof.

10.9. Entire Agreement . This Agreement (including the Exhibits hereto) constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof and thereof, and supersedes all other agreements of the Parties relating to the subject matter hereof and thereof.

10.10. Counterparts . This Agreement may be executed and delivered by electronic or facsimile signature and in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10.11. 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 thereto, or of 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 previously 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 provision or condition of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.

10.12. Further Assurances . At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other Party, to execute and deliver any further instruments or documents and to take all such further action as the other Party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the Parties hereunder.

10.13. Aggregation . All Shares held or acquired by a Class A Stockholder and/or its affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

10.14. Dispute Resolution . Any unresolved controversy or claim arising out of or relating to this Agreement, except as otherwise provided in this Agreement, shall be submitted to arbitration by one arbitrator mutually agreed upon by the parties, and if no agreement can be reached within thirty (30) days after names of potential arbitrators have been proposed by the American Arbitration Association (the “ AAA ”), then by one arbitrator having reasonable experience in corporate finance transactions of the type provided for in this Agreement and who is chosen by the AAA. The arbitration shall take place in Boston, Massachusetts in accordance with the AAA rules then in effect, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the Delaware Code of Civil Procedure, the arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings.

The prevailing party shall be entitled to reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which such party may be entitled. Each of the parties to this Agreement consents to personal jurisdiction for any equitable action sought in the U.S. District Court located in Boston, Massachusetts or any court of the Commonwealth of Massachusetts having subject matter jurisdiction.

10.15. Class A Stockholder Acknowledgements . Each Class A Stockholder acknowledges that it: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of such Class A Stockholder’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; (iv) is fully aware of the legal and binding effect of this Agreement; and (v) understands that the law firm of Gennari Aronson, LLP is acting as counsel to the Company in connection with the transactions contemplated by the Agreement, and is not acting as counsel for such Class A Stockholder.

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

BOSTON OMAHA CORPORATION

By: /s/ Alex B. Rozek

Name: Alex B. Rozek

Title: President

Address:

BOULDERADO PARTNERS, LLC

By its Managing Member

Boulderado Group, LLC, Manager

By: /s/ Alex B. Rozek

Name: Alex B. Rozek

Title: Manager

Address:

MAGNOLIA CAPITAL FUND, LP

By its General Partner

The Magnolia Group, LLC

By: /s/ Adam K. Peterson

Name: Adam K. Peterson

Title: Manager

Address:

Exhibit A

Class A Stockholder	Shares of Class A Common Stock
Boulderado Partners, LLC	527,780
Magnolia Capital Fund, LP	527,780